8-K/A 1 form8-ka.htm






Washington, D.C. 20549



(Amendment No. 1)




Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): June 30, 2017



(Exact name of registrant as specified in its charter)


Nevada   001-34970   26-3106763
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


980 N Federal Highway, Suite 304

Boca Raton, Florida 33432

(Address of Principal Executive Offices)


(561) 672-7068

(Issuer’s telephone number)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01 Entry into a Material Definitive Agreement.


PetroTerra Corp. (the “Company”) previously reported in the Current Report on Form 8-K, dated June 1, 2017, that it issued to an institutional investor (the “Lender”) on January 12, 2017 a senior convertible note in the aggregate principal amount of $240,000 (the “Note”), for an aggregate purchase price of $30,000. On January 12, 2017, Lender did not fully fund the purchase price of $30,000 and, as a result thereof, the Company did not issue the Note. Subsequently, upon Lender fully funding the purchase price of $30,000 on June 30, 2017, the Company issued to Lender the Note.


The principal due under the Note accrues interest at a rate of 12% per annum. All principal and accrued interest under the Note is due six months following the issue date of the Note, and is convertible into shares of the Company’s common stock, par value $0.001 (“Common Stock”), at a conversion price equal to 50% of the lowest volume-weighted average price for the previous ten trading days immediately preceding the conversion. The Note includes anti-dilution protection, including a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company, as well as customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become immediately due and payable and the Company will be required to make certain payments to the Lender.


The foregoing summary of the terms of the Note is subject to, and qualified in its entirety by, the agreements and instruments attached hereto as Exhibit 4.1, which are incorporated by reference herein.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information set forth under Item 1.01 above with respect to the Note is incorporated herein by reference.


Item 3.02 Unregistered Sales of Equity Securities.


The information set forth under Item 1.01 above with respect to the issuance of the Note is incorporated herein by reference. The issuance of the Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
4.1   Form of Senior Convertible Note






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.


Dated: July 24, 2017


  By: /s/ Steven Yariv
  Name: Steven Yariv
  Title: Chief Executive Officer