Entry into a Material Definitive


 


On
October 1, 2021, Unique Logistics International, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”) with Trillium Partners LP and Carpathia LLC (each a “Buyer”)
pursuant to which the Company issued to each Buyer a Note in the aggregate principal amount of $1,000,000, respectively, for a total
of $2,000,000 (collectively the “Notes”). The Notes mature on March 31, 2022 (the “Maturity Date”).


 


Interest
on this Notes shall initially accrue on the outstanding Principal Amount (as defined therein) at a rate equal to twelve (12)% per annum
during the first 120 calendar days following the issuance date of this Note (“Issue Date”). Commencing 121 days following
the Issue Date and continuing thereafter, absent an Event of Default (as defined therein), interest shall accrue on the outstanding Principal
Amount at a rate equal to eighteen (18)% per annum. The Principal Amount and all accrued Interest shall become due and payable on the
Maturity Date. Upon the occurrence of any Event of Default, including at any time following the Maturity Date, a default interest rate
equal to twenty four percent (24%) per annum shall be in effect as to all unpaid principal then outstanding.


 


The
Company shall pay a minimum interest payment equal to twelve percent (12%) on the Principal Amount, or $120,000 (“Minimum Interest
Payment”).


 


The
Company may prepay the Notes at any time in whole or in part by making a payment equal to (a) the Principal Amount owed under the Notes
plus (b) the greater of: (i) all accrued and unpaid interest, or (ii) the Minimum Interest Payment.


 


Item
3.02 Unregistered Sales of Equity Securities.


 


The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Notes
were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”),
pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.


 


Item
5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.


 


Amendment
to Designation of Series A Convertible Preferred Stock


 


On
October 6, 2021, the Company filed an amendment to the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred
Stock (“Certificate of Designation”) with the Secretary of the State of Nevada primarily to extend the Anti-Dilution Termination
Date as defined herein. All capitalized terms not defined herein are defined in the Certificate of Designation.


 


Specifically,
in the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this
Company or other persons, assets (excluding cash dividends) or options or rights as applicable, then, in each such case for the purpose,
the holders of the Series A Convertible Preferred (the “Series A Preferred”) shall be entitled to a proportionate share of
any such distribution as though they were the holders of the number of shares of Common Stock into which their shares of Series A Preferred
are convertible as of the record date fixed for the determination of the holders of Common Stock entitled to receive such distribution.
If and whenever on or after the date on which the Holder received shares of Series A Preferred Stock (“Issuance Date”) through
the earlier of (i) March 31, 2022 or (ii) a Qualified Financing (as defined herein) (the “Anti-Dilution Termination Date”),
the Company issues or sells, or in accordance with the terms herein is deemed to have issued or sold, any shares of Common Stock or Common
Stock Equivalents (a “Dilutive Issuance”), the number of Conversion Shares issuable upon conversion will be adjusted to entitle
the holder to acquire such number of shares of Common Stock (the “Adjustment Shares”) necessary to maintain the Holders Fully-Diluted
Ownership Percentage at the time of the Issuance Date.


 


The
foregoing is a summary description of the rights and preferences of the Series A Preferred Stock and does not purport to be complete
and is qualified in its entirety by reference to the Certificate of Designation of Series A Preferred Stock which is filed hereto as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.


 


Item
9.01. Financial Statements and Exhibits.


 


(d)
Exhibits.


 




Exhibit
No.


 


Description



Exhibit
3.1


 


Certificate of Designation, Preferences and Rights of Series A Preferred Stock, as filed with the Secretary of the State of Nevada on October 6, 2021



Exhibit
10.1


 


Form of Securities Purchase Agreement



Exhibit
10.2


 


Form of Note



 



 


 



 


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.


 




 


UNIQUE
LOGISTICS INTERNATIONAL, INC.



 


 


 



Dated:
October 7, 2021


By:


/s/
Sunandan Ray



 


 


Sunandan
Ray



 


 


Chief
Executive Officer



 



 



 




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