Item 1.01. Entry Into A Material Definitive
Agreement.
Securities Purchase Agreement dated as of
December 19, 2019
Registration Rights Agreement dated as of
December 19, 2019
Promissory Note dated as of December 19,
2019
Common Stock Purchase Warrant dated as of
December 19, 2019
Amending Agreement dated as of January 8,
2020
Green Hygienics Holdings, Inc. (“we”
or the “Company”) entered into a securities purchase agreement dated as of December 19, 2019 (the “SPA”)
with Triton Funds, LP, an accredited investor (the “Buyer”), pursuant to which the Company issued and sold to the Buyer
(i) a convertible promissory note (the “Note”) in the aggregate principal amount of up to $750,000, due June 30, 2019,
bearing interest at a rate of ten percent (10%) per annum and convertible into shares of the Company’s common stock at a
conversion price of $2.50 per share and (ii) a common stock purchase warrant (the “Warrant”), exercisable for two (2)
years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share, for an aggregate
purchase price of $600,000.
On December 31, 2019, the Buyer paid an initial
purchase price of $100,000 at the initial closing. The purchase price balance of $500,000 will be paid upon a registration statement
for the registration of the secondary offering and resale of the shares issuable upon conversion of the Note and exercise of the
Warrant being declared effective by the Securities & Exchange Commission (the “SEC”). The Note is currently vested
only as to an aggregate principal amount of $125,000, and the Warrant is currently vested only as to the right to purchase 41,667
shares. The remainder of the Note (as to an aggregate principal amount of $625,000) and the remainder of the Warrant (as to the
right to purchase up to 203,333 shares) shall vest if, and only if, Triton pays the purchase price balance of $500,000. The original
issue discount on the Note for the initial purchase price is $25,000, and the original issue discount for the Note, fully vested,
is $150,000.
The Note can be prepaid at any time by paying
110% of the then outstanding principal, interest, default interest (if any), and any other amounts then due under the Note. The
Note is initially convertible at a price per share equal to $2.50 (the “Fixed Conversion Price”); provided, however,
that during the continuance of an event of default under the Note, the conversion price shall be equal to 75% of the lowest trading
price of the Company’s common stock during the 30 trading days prior to conversion.
Concurrently therewith, we entered into a registration
rights agreement with the Buyer, pursuant to which we agreed to file a registration statement with the SEC for the registration
of the secondary offering and resale of the shares issuable upon conversion of the Note and exercise of the Warrant and to have
the registration statement declared effective by the SEC at the earliest possible date.
On January 8, 2020, we entered into an Amending
Agreement with the Buyer, pursuant to which the parties agreed that the issue date of the Note was December 31, 2019, the maturity
date of the Note is June 30, 2020, and that the deadline for the filing of the registration statement is January 31, 2020.
The foregoing descriptions of the Note, the
Warrant, the SPA, the RRA, and the Amending Agreement are summaries, and are qualified in their entirety by reference to such documents,
which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein
by reference.