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GLOBALWISE INVESTMENTS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

June 5, 2014

Item 1.01. Entry into a Material Definitive Agreement.

On May 30, 2014, GlobalWise Investments, Inc., a Nevada corporation (the "Company"), issued a convertible promissory note in the amount of $50,000 (the "Convertible Note") to an accredited investor (the "Note Investor"). The Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investor has a right, in their sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.08 per Share. If the Convertible Note has not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Note is repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. Under the terms of the Convertible Note, the Company agreed to seek shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares on or before September 30, 2014. The Company intends to use the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. The form of the Convertible Note and related Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report, and the summary description of the terms of the Convertible Note contained herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.

On May 30, 2014, the Company issued a convertible promissory note in the amount of $40,000 (the "Convertible Note") to an accredited investor (the "Note Investor"). The Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investor has a right, in their sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.08 per Share. If the Convertible Note has not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Note is repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. Under the terms of the Convertible Note, the Company agreed to seek shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares on or before September 30, 2014. The Company intends to use the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. The form of the Convertible Note and related Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report, and the summary description of the terms of the Convertible Note contained herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.

On June 2, 2014, the Company issued a convertible promissory note in the amount of $8,000 (the "Convertible Note") to an accredited investor (the "Note Investor"). The Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investor has a right, in their sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.08 per Share. If the Convertible Note has not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Note is repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. Under the terms of the Convertible Note, the Company agreed to seek shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares on or before September 30, 2014. The Company intends to use the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. The form of the Convertible Note and related Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report, and the summary description of the terms of the Convertible Note contained herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.

On June 2, 2014, the Company issued a convertible promissory note in the amount of $32,000 (the "Convertible Note") to an accredited investor (the "Note Investor"). The Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investor has a right, in their sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.08 per Share. If the Convertible Note has not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Note is repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. Under the terms of the Convertible Note, the Company agreed to seek shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares on or before September 30, 2014. The Company intends to use the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. The form of the Convertible Note and related Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report, and the summary description of the terms of the Convertible Note contained herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.

On June 4, 2014, the Company issued a convertible promissory note in the amount of $15,000 (the "Convertible Note") to an accredited investor (the "Note Investor"). The Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investor has a right, in their sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.08 per Share. If the Convertible Note has not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12% from the Maturity Date until the date the Convertible Note is repaid in full. Any interest not paid quarterly will also accrue interest at the annual rate of 12%. Under the terms of the Convertible Note, the Company agreed to seek shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares on or before September 30, 2014. The Company intends to use the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. The form of the Convertible Note and related Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report, and the summary description of the terms of the Convertible Note contained herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.

On June 5, 2014, the Company issued a convertible promissory note in the amount of $10,000 (the "Convertible Note") to an accredited investor (the "Note Investor"). The Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears interest at an annual rate of interest of 10 percent until maturity, with interest payable quarterly. The Note Investor has a right, in their sole discretion, to convert the Convertible Note into shares of Common Stock, par value $0.001 per share, of the Company under certain circumstances at a conversion rate of $0.08 per Share. If the Convertible Note has not been fully repaid by the Company by the Maturity Date or converted into shares at the election of the Convertible Note Investor prior to the Maturity Date, then such Convertible Note will accrue interest at the annual rate of 12%. Under the terms of the Convertible Note, the Company agreed to seek shareholder approval to increase the number of authorized shares of the Company by at least 25,000,000 shares on or before September 30, 2014. The Company intends to use the proceeds of the Convertible Note for working capital, general corporate purposes, and debt repayment. The form of the Convertible Note and related Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report, and the summary description of the terms of the Convertible Note contained herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 30, 2014, the Company issued the Convertible Note, in the principal amount of $50,000, as described in Item 1.01 of this Report, which description is incorporated herein by reference.

On May 30, 2014, the Company issued the Convertible Note, in the principal amount of $40,000, as described in Item 1.01 of this Report, which description is incorporated herein by reference.

On June 2, 2014, the Company issued the Convertible Note, in the principal amount of $8,000, as described in Item 1.01 of this Report, which description is incorporated herein by reference.

On June 2, 2014, the Company issued the Convertible Note, in the principal amount of $32,000, as described in Item 1.01 of this Report, which description is incorporated herein by reference.

On June 4, 2014, the Company issued the Convertible Note, in the principal amount of $15,000, as described in Item 1.01 of this Report, which description is incorporated herein by reference.

On June 5, 2014, the Company issued the Convertible Note, in the principal amount of $10,000, as described in Item 1.01 of this Report, which description is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Name of Exhibit

10.1* Form of Convertible Promissory Note issued on May 30, 2014, June 2, 2014 and June 4, 2014 by GlobalWise Investments, Inc. 10.2* Form of Subscription Agreement entered into on May 30, 2014, June 2, 2014 and June 4, 2014.



* Filed as Exhibits 10.1 and 10.2 in the Form 8-K filed on May 15.


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Source: Edgar Glimpses


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