UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On June 28, 2024, Awaysis Capital, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report, among other things, that it borrowed an aggregate of $1.1 million (the “Loan”) from Harthorne Capital, Inc. (“Harthorne”), that definitive documentation regarding the Loan had not yet been negotiated or entered into, and that the Company will file an amendment to the Original 8-K to disclose the material terms of any such definitive documentation once finalized and entered into.
This Current Report on Form 8-K/A amends and restates the Original 8-K to disclose that the Company entered into definitive documentation with Harthorne with respect to the Loan, and to provide material information with respect to such definitive documentation.
| Item 1.01 | Entry Into A Material Agreement. |
The information set forth in Item 5.02 is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On June 24, 2024, Awaysis Capital, Inc. (the “Company”) borrowed an aggregate of $1.1 million (the “Loan”) from Harthorne Capital, Inc. (“Harthorne”). Harthorne operates as a holding entity for investments in the Company by Mr. Michael Singh, the Company’s Chairman and CEO, and Dr. Andrew Trumbach, the Company’s President and CFO. Additionally, each of Mr. Singh, Dr. Trumbach and Ms. Lisa-Marie Iannitelli, a director of the Company, are Executive Directors of Harthorne.
The Company expects to use the proceeds from the loan for continued development and renovations on the Company’s Casamora property, as well as for working capital and general corporate purposes.
The Loan is evidenced by a Convertible Promissory Note (the “Note”), executed by the Company and Harthorne on August 2, 2024 with an issue date as of July 30, 2024. Interest on the Loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the Note, on July 30, 2025 (the “Maturity Date”).
The outstanding principal balance of and interest on the Note shall be convertible, in whole or in part, at the option of Harthorne at any time prior to the Maturity Date, into shares of common stock, par value $.01 per share, of the Company, at a conversion price of $.30 per share (the “Optional Conversion Right)
The Note contains customary Events of Default for transactions similar to the transactions contemplated by the Note, which entitle the Investor, among other things, to accelerate the due date of the unpaid principal and accrued and unpaid interest of the Note.
The foregoing description of the Note is not complete, and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 10.1 | Promissory Note with Harthorne Capital Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Date: August 7, 2024 | ||
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | Co-CEO and CFO | |