IFAN IFAN Financial Inc (CE)

ITEM 1.01 - Entry into Material Definitive Agreement

On April 27, 2016, IFAN Financial, Inc., (“IFAN” or the “Company”) a Nevada Corporation, entered into a Convertible Promissory Note and Securities Purchase Agreement (“Old Main SPA”) with Old Main Capital, LLC, (“Old Main”) pursuant to which the Company issued, sold to Old Main a convertible promissory note in the principal amount of $300,000 (“Commitment Note”) for a commitment by Old Main to provide a $10,000,000 equity line to the Company.

The Commitment Note is convertible into the Company’s common stock at a conversion price equal to the lesser of $0.0675 or 52% of the lowest VWAP of the common stock for the fifteen consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. Repayment of the Commitment Note is due one year from the date of issuance. The Commitment Note accrues interest at the rate of 8% per year, due at maturity. The Company may prepay the Commitment Note, upon ten (10) days written notice and subject to the optional prepayment amount of 125% multiplied by the then outstanding balance on the Commitment Note.

A copy of the Old Main SPA, and Commitment Note are filed herewith, as Exhibits 10.01, and 10.02, and are incorporated herein by this reference.

The foregoing summary description of the Old Main SPA, and the Commitment Note are not complete and are qualified in their entirety by reference to the full text of the Old Main SPA, and the Commitment Note. The Old Main SPA, and the Commitment Note also contain customary events of default. For further information regarding the terms and conditions of the Old Main SPA, and the Commitment Note, this reference is made to such agreement, which the Company has filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by this reference.