Item 1.01 – Entry Into A Material Definitive Agreement
On March 12, 2018, No Borders, Inc., a Nevada Corporation (the “Company”) after review and recommendation from the Board, entered into an Agreement for Conversion of Indebtedness into Restricted Common Stock with Lannister Holdings, Inc., pursuant to which it was agreed that $53,107 of outstanding convertible indebtedness (the “Indebtedness”) would be converted to 38,738,000 shares of the Company’s restricted common stock at a price per share of $0.0015 (the “Agreement for Conversion”).
On March 14, 2018, the Company signed the share exchange agreement (“Agreement”) with Lannister Holdings, Inc., a company incorporated under the laws of the State of Arizona (the “Lannister”) and all of the shareholders of Lannister (the “Selling Shareholders”) pursuant to the Agreement by and amongst the Company, Lannister and the Selling Shareholders. The Company, will acquire 100% of the issued and outstanding securities of Lannister Holdings, Inc., in exchange for the issuance of 20,000,000 shares of the Company’s Restricted Common Stock, par value $0.001 per share.
As a result of the Agreement the Selling Shareholders will acquire up to approximately 8% of the voting rights of Company’s currently issued and outstanding shares of common stock. Upon completion of the Agreement, Lannister Holdings, Inc., will become the wholly-owned subsidiary of the Company and the Company will have acquired the business and operations of Lannister Holdings, Inc.
The Agreement includes customary representations, warranties and covenants of the Company, Lannister Holdings, Inc., and the Selling Shareholders, made to each other as of specific dates.
On March 28, 2018, the Company entered into an amended agreement of conversion (“Conversion Agreement”), with Black Ice Advisors, LLC (the “Holder”) of a note in the principal amount of $62,380 (the “Note”) with an original issuance date of March 24, 2015; whereby, the Holder of the Note agreed to convert the entire note and interest, based on a fifty percent discount to a share price of $0.03 per share, instead of using the Note’s original conversion price of a fifty percent discount to the lowest traded price of the Common Stock over a ten trading day look back period, which would have given the Holder a conversion price of $0.005 per share. Based upon the Conversion Agreement the Company issued 4,982,466 shares to the Holder for the complete extinguishment of that Note.
The foregoing summaries of the Agreement for Conversion and the Agreement are not complete and are qualified in their entirety by reference to the full text of the documents, which are filed as Exhibit 10.01 and 10.02 to this Current Report on Form 8-K and which is incorporated into and made a part of this Item 1.01 by reference.