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Item 2.03.
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Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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As described in our Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 17, 2017, on July 14, 2017, the Company entered into a Securities Purchase, Loan and Security Agreement (the
“Agreement”) with Brookstone to provide funding for our operations.
Pursuant to the Agreement, Brookstone funded an aggregate of $3,440,000, of which $1,102,500
was for the purchase of 13,500,000 newly issued shares of the Company’s Common Stock, and $2,427,500 was in the form of a
secured loan, due October 14, 2020. The secured loan bears interest at 6% per annum, with interest payable quarterly, and is secured
by a security interest in all of our assets. As part of the Agreement, the Company and Brookstone entered into a Registration Rights
Agreement granting Brookstone certain demand and piggyback registration rights.
Copies of the Agreement, Registration Rights Agreement and the Promissory Note were filed
with our Current report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2017 as Exhibits 10.1 through
10.3.
As described in our Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 1, 2018, on January 30, 2018 the Company and Brookstone entered into the First Amendment to the Securities
Purchase, Loan and Security Agreement (the “First Amendment”) which provides for deferral of the payment of interest
due under the Loan until October 15, 2020. As part of the First Amendment, the Company issued to Brookstone, a warrant to purchase
up to 6,321,930 shares with a per share exercise price of $.075. The warrants vest in quarterly amounts (See Schedule 1to the Warrant
to Purchase Common Stock) and are exercisable to October 15, 2025. Copies of the First Amendment and the Warrant to Purchase Common
Stock are filed with our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2018 as Exhibits
10.1 and 10.2.
As part of the First Amendment, the Parties agreed that
t
he Company may from time to time request that BP Peptides, LLC make additional advances to the Company to fund continuing
operations through October 15, 2020, as determined by the Company and approved by its Board of Directors, which requests the Buyer
will consider in its sole discretion. Any such amounts so advanced shall be added to the principal amount of the Loan.
On March 15, 2019, the Company and Brookstone, entered into the Second Amendment to the
Securities Purchase, Loan and Security Agreement (the “Second Amendment”) which provides additional funding for our
operations up to a Maximum Amount of $500,000. Any additional amounts advanced will be added to the current Loan and subject to
the same terms and conditions. At Brookstone’s sole discretion, the Maximum Amount may be increased to an amount not to exceed
$700,000.
A copy of the Second Amendment is filed with this Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 19, 2019 as Exhibit 10.1,and is incorporated into this Item 2.03 by this reference.
