Item 1.01. Entry into a Material Definitive Agreement.

Effective October 22, 2021, the Company entered into a securities purchase agreement (the "SPA") with Sixth Street Lending LLC, a Virginia limited liability company, pursuant to which the Company agreed to issue to the investor a Convertible Promissory Note (the "Note"), dated October 19, 2021, in the principal amount of $87,500.

The Note was funded by the investor on October 22, 2021, and on such date pursuant to the SPA, the lender's legal expenses of $2,000 were paid, and the lender retained $500 for due diligence expenses, with the Company receiving net funding of $85,000. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Note matures on October 19, 2022, and unpaid principal accrues interest at 5% per annum. The Note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the date of the Note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion; provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor's beneficial ownership of the Company's common stock being in excess of 4.99% of the Company's issued and outstanding common stock. The beneficial ownership limitation may not be waived by the investor. The note carries a prepayment penalty if the note is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 125%. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.

The foregoing descriptions of SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

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

The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.        Description

  10.1       Securities Purchase Agreement, entered into between Good Hemp, Inc.
           and Sixth Street Lending LLC, dated October 19, 2021 *

  10.2       Convertible Promissory Note dated October 19, 2021, by Good Hemp,
           Inc. to Sixth Street Lending LLC *




*Filed herewith.




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