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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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A.
Blue Citi Notes.
On
February 12, 2021, Data443 Risk Mitigation, Inc. (the “Company”) entered into the Blue Citi Notes Settlement
Agreement, with an effective date of February 8, 2021 (the “Blue Citi Agreement”), with Blue Citi LLC (“Blue
Citi”). Pursuant to the Blue Citi Agreement, the Company and Blue Citi agreed, among other things, to (i) a fixed conversion
price for each of the convertible variable price notes issued by the Company in favor of Blue Citi (collectively, the “Blue
Citi Notes”); and, (ii) settle all disputes regarding the Blue Citi Notes and mutually release each other from all claims
and liabilities arising under the Blue Citi Notes (other than the payment and conversion obligations under the Blue Citi Notes.
As
additional consideration, the Company and Blue Citi further agreed as follows with regard to each of the Blue Citi Notes:
(i)
All accrued and unpaid interest under the Blue Citi Notes shall be nullified in full and be deemed to be zero, and no further
interest of any amount shall accrue on any of the Blue Citi Notes.
(ii)
At no time shall the total ownership of shares of the Company’s common stock (the “Common Stock”) by
Blue Citi exceed 9.99% of the total number of issued and outstanding shares of Common Stock.
(iii)
The Company shall have no right to prepayment, or any other right to repay in cash, any of the Blue Citi Notes. Similarly, Blue
Citi shall have no right to demand cash payment under any of the Blue Citi Notes.
(iv)
Blue Citi shall be limited in its sales of Common Stock to a maximum of fifty million (50,000,000) shares of Common Stock each
calendar week. However, in the event that the total volume of traded shares for the Common Stock exceeds three hundred
million (300,000,000) in any calendar week, then the trading limitation for the following calendar week shall be increased to
seventy five million (75,000,000) shares of Common Stock.
With
regard to each of the respective Blue Citi Notes, the Company and Blue Citi further agreed as follows:
(i)
Convertible note in the original principal amount of Two Hundred Thousand Dollars ($200,000) issued on 08 January 2020 shall have
a fixed conversion price of $0.01, resulting in the issuance of 20,000,000 shares upon conversion.
(ii)
Convertible note in the original principal amount of Twenty Five Thousand Dollars ($25,000) issued on 01 July 2020 shall be nullified
in full and be deemed to be zero, and be of no further force and effect.
(iii)
Convertible note in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000) issued on 01 July 2020 shall
have a fixed conversion price of $0.01, resulting in the issuance of 15,000,000 shares upon conversion.
(iv)
Convertible note in the original principal amount of Two Hundred Thousand Dollars ($200,000) issued on 03 August 2020 shall have
a fixed conversion price of $0.005, resulting in the issuance of 40,000,000 shares upon conversion.
(v)
Convertible note in the original principal amount of Three Hundred Thousand Dollars ($300,000) issued on 24 August 2020 shall
have a fixed conversion price of $0.005, resulting in the issuance of 60,000,000 shares upon conversion.
(vi)
Convertible note in the original principal amount of Three Hundred Twenty Five Thousand Dollars ($325,000) issued on 30 September
2020 shall have a fixed conversion price of $0.015, resulting in the issuance of 21,666,667 shares upon conversion.
(vii)
Convertible note in the original principal amount of Four Hundred Thousand Dollars ($400,000) issued on 17 November 2020 shall
have a fixed conversion price of $0.0035, resulting in the issuance of 34,285,714 shares upon conversion.
The
foregoing description of the Blue Citi Agreement does not purport to be complete and is qualified in its entirety by the actual
language contained in the Blue Citi Agreement.
B.
Geneva Roth Note.
On
February 16, 2021, the Company and Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) finalized and closed the
Securities Exchange Agreement, with an effective date of February 12, 2021 (the “Exchange Agreement”). Geneva
Roth is the holder of that certain Convertible Promissory Note in the original principal amount of Sixty Three Thousand Dollars
($63,000) dated September 10, 2020, with a maturity date of September 10, 2021 (the “Geneva Roth Note”). Pursuant
to the Exchange Agreement, and solely in exchange for the Geneva Roth Note, Geneva Roth exchanged the Geneva Roth Note for six
thousand five hundred sixty (6,560) shares of our Series B Preferred Stock (the “Issued Shares”). The Original
Note shall thereafter be cancelled and be of no further force and effect.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the actual
language contained in the Exchange Agreement.
