Item 1.01. Entry into a Material Definitive Agreement.
On July 8, 2014, GlobalWise Investments, Inc., a Nevada corporation (the
"Company"), issued two convertible promissory notes in the amounts of $10,000
and $125,000 (the "Convertible Notes"), to be effective as of June 20, 2014, and
June 25, 2014, respectively, to two certain accredited investors (the "Note
Investors"). The Convertible Notes mature on December 31, 2015 (the "Maturity
Date") and bear interest at an annual rate of interest of 10 percent until
maturity, with interest payable quarterly. The Note Investors have a right, in
their sole discretion, to convert the Convertible Notes 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 Notes have not been
fully repaid by the Company by the Maturity Date or converted into shares at the
election of the Convertible Note Investors prior to the Maturity Date, then such
Convertible Notes will accrue interest at the annual rate of 12% from the
Maturity Date until the date the Convertible Notes are repaid in full. Any
interest not paid quarterly will also accrue interest at the annual rate of 12%.
Under the terms of the Convertible Notes, 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 Notes and related
Subscription Agreements are incorporated as Exhibit 10.1 and 10.2 to this
Report, and the summary description of the terms of the Convertible Notes
contained herein is qualified in its entirety by reference to Exhibit 10.1 and
The Company retained Taglich Brothers, Inc. (the "Placement Agent") as a
placement agent for the sale of the Convertible Notes, which sale concludes a
private offering of debt in the amount of $500,000 (the "Offering"). Robert C.
Schroeder, a director of the Company, is a Vice President with the Placement
Agent. In connection with the Offering, the Company paid the Placement Agent in
the form of a convertible note with a principal amount of $10,800 (with terms
identical to the Convertible Notes set forth above), which represented an 8%
commission of the gross proceeds. In addition, the Placement Agent earned
warrants to purchase 168,750 shares of Common Stock, which represented 10% of
the shares of Common Stock into which the Convertible Notes the Placement Agent
sold in the Offering could be converted into at $0.08 per share (the "Placement
Agent Warrants"), which have an exercise price of $0.08 per share of Common
Stock, will be exercisable for a period of four years, contain customary
cashless exercise and anti-dilution protection and are entitled to registration
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 8, 2014, the Company issued the Convertible Notes, to be effective as of
June 20, 2014 and June 25, 2014, in the principal amount of $135,000, as
described in Item 1.01 of this Report, which description is incorporated herein
On July 8, 2014, the Company issued a convertible notes to the Placement Agent
in the principal amount of $10,800, as described in Item 1.01 of this Report,
which description is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Name of Exhibit
10.1* Form of Convertible Promissory Note issued on July 8, 2014, by
GlobalWise Investments, Inc.
10.2* Form of Subscription Agreement entered into on July 8, 2014.
* Filed as Exhibits 10.1 and 10.2 in the Form 8-K filed on May 15