UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 1, 2023, (the “Issue Date”) OpenLocker Holdings, Inc. (“OpenLocker”) entered into a Note Purchase Agreement (each a “Note Purchase Agreement”) and a Promissory Note (each a “Note”) with American Capital Ventures, Inc. (“American Capital”) and Leone Group LLC (“Leone Group”). Howard Gostfrand (“Gostfrand”), the President of American Capital, is also the Chief Executive Officer, Principal Financial Officer, and a Director of OpenLocker. Laura Anthony (“Anthony”), the Managing Member of Leone Group, is also the President, Secretary and Chairperson of the Board of OpenLocker.
Each of Leone Group and American Capital each loaned OpenLocker Forty Thousand Dollars ($40,000.00) (the “Principal Amount”) pursuant to a Note Purchase Agreement and a Note. Each Note matures on the one-year anniversary of the Issue Date, at which time the Principal Amount of each Note and simple interest at the rate of ten percent (10%) per annum shall be due and payable to each of American Capital and Leone Group.
Each Note Purchase Agreement and Promissory Note contain customary representations, warranties, and provisions of the parties thereto.
The information set forth above is qualified in its entirety by reference to the actual terms of the form of Note Purchase Agreement and the Note between OpenLocker and American Capital and Leone Group, respectively, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Note Purchase Agreement | |
| 10.2 | Form of Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPENLOCKER HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: August 4, 2023 | /s/ Howard Gostfrand | |
| Name: | Howard Gostfrand | |
| Title: | Chief Executive Officer | |
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