Item
1.01 Entry into a Material Definitive Agreement.
On October 29, 2018, Bigfoot Project Investments,
Inc., a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement (“Equity Purchase Agreement”)
and Registration Rights Agreement (“Registration Rights Agreement”) with L2 Capital, LLC, a Kansas limited liability
company (“L2”). Under the terms of the Equity Purchase Agreement, L2 agreed to purchase from the Company up
to $3,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 (the “Registration
Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”), subject to certain
equity conditions set forth in the Equity Purchase Agreement.
Following effectiveness of the Registration
Statement, the Company shall have the discretion to deliver put notices to L2 and L2 will be obligated to purchase shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified
in each put notice, subject to certain equity conditions set forth in the Equity Purchase Agreement. The maximum amount
that the Company shall be entitled to put to L2 in each put notice shall not exceed the lesser of $500,000 or two hundred
percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days
preceding the put. Pursuant to the Equity Purchase Agreement, L2 and its affiliates will not be permitted to purchase and the
Company may not put shares of the Company’s Common Stock to L2 that would result in L2’s beneficial ownership of the
Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to ninety percent
(90%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to L2 until the
earlier of (i) the date on which L2 has purchased an aggregate of $3,000,000 worth of Common Stock under the terms of the
Equity Purchase Agreement, (ii) October 29, 2020, or (iii) written notice of termination delivered by the Company to L2, subject
to certain equity conditions set forth in the Equity Purchase Agreement.
The
Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration
Statement by November 30, 2018 the Registration Rights Agreement; and (ii) have the Registration Statement declared effective
by the Commission at the earliest possible date (in any event, by December 29, 2018).
In connection with its entry into the Equity
Purchase Agreement and the Registration Rights Agreement, the Company issued, on October 29, 2018, in favor of L2, a Promissory
Note in the principal amount of $135,000, which matures six months from issuance (the “Commitment Note”). The Commitment
Note was issued as a commitment fee for the Equity Purchase Agreement and, upon an event of default thereunder, is convertible
into shares of the Company’s Common Stock as set forth in the Note.
The
foregoing is only a brief description of the material terms of the Equity Purchase Agreement, Registration Rights Agreement and
Commitment Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and
such descriptions are qualified in their entirety by reference to the Equity Purchase Agreement, Registration Rights Agreement
and Commitment Note filed as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K.