CBGL Cannabis Global Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement

(a)(1) The Registrant previously disclosed its entry into a material definitive agreement not made in the ordinary course of its business on August 23, 2021. The parties to the agreement are the Registrant and Dutchess Capital Fund, LP, a Delaware Limited Partnership (“Dutchess”). With the exception of the entry into the subject material definitive agreement, no material relationship exists between the Registrant, or any of the Registrant’s affiliates or control persons on the one hand, and Dutchess, and any of its affiliates or control persons on the other hand.

Pursuant to a Common Stock Purchase Agreement between the Registrant and Dutchess, Dutchess agreed to invest up to five million dollars ($5,000,000) to purchase the Registrant’s Common Stock, par value $0.001 per share. Coincidentally, the Registrant and Dutchess entered into a Registration Rights Agreement, as an inducement to Dutchess to execute and deliver the Common Stock Purchase Agreement, whereby the Registrant agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to fifteen million shares of Common Stock issuable for Dutchess’ investment pursuant to the Common Stock Purchase Agreement.

The Registrant and Dutchess agreed to amend the Registration Rights Agreement to increase the total number of registerable shares to 35,000,000 common shares.

The Common Stock Purchase Agreement terminates thirty-six (36) months after the Effective Date, or conditioned upon the following events: (i) when Dutchess has purchased an aggregate of five million dollars ($5,000,000) in the Registrant’s Common Stock; (ii) at such time that the Registration Statement agreed to in the Registration Rights Agreement is no longer in effect: (iii) in the event a voluntary or involuntary bankruptcy petition is filed concerning the Registrant; or, (iv) if a Custodian is appointed for the Registrant or for all or substantially all of its property or the Registrant makes a general assignment for the benefit of its creditors.