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Touchpoint Group Holdings Inc. (OHGI)
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All | News | Filings
| Date Filed | Type | Description |
| 05/10/2023 |
15-12G
| Form 15-12G - Securities registration termination [Section 12(g)]: |
| 04/03/2023 |
NT 10-K
| Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405: |
| 11/18/2022 |
10-Q
| Quarterly Report for the period ended September 30, 2022 |
| 11/14/2022 |
NT 10-Q
| Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB: |
| 10/26/2022 |
8-K
| Entry into a Material Definitive Agreement, Financial Statements and Exhibits Interactive Data|
Docs:
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"SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT , dated as of October 18, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 , and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 . WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4 of the Securities Act of 1933, as amended and Rule 506 promulgated by the United States Securities and Exchange Commission under the 1933 Act; B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and con...",
"SENIOR SECURED PROMISSORY NOTE FOR VALUE RECEIVED, TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation , hereby promises to pay to the order of MAST HILL FUND, L.P., a Delaware limited partnership, or registered assigns , in the form of lawful money of the United States of America, the principal sum of $ 71,000.00, which amount is the $63,900.00 actual amount of the purchase price hereof plus an original issue discount in the amount of $7,100.00 and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent per annum from the date hereof until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be twelve months from the Issue Date , and is the date upon w...",
"SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 18, 2022 , is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation , all of the Subsidiaries of the Company and Mast Hill Fund, L.P., a Delaware limited partnership . W I T N E S S E T H: WHEREAS, pursuant to the Purchase Agreement ), the Company has agreed to issue that certain 12% senior secured promissory note dated October 18, 2022, in the original principal amount of $71,000.00 ; WHEREAS, in order to induce the Secured Parties to enter into the investment evidenced by the Note, each Debtor has agreed to execute and deliver to the Secured Parties this Agreement and to grant the Secured Parties, a security interest in certain property of such Debtor to secure the prompt payment, performance and discharge in full of...",
"COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC. Warrant Shares: 100,000,000 Date of Issuance: October 18, 2022 This COMMON STOCK PURCHASE WARRANT certifies that, for value received of even date) , Mast Hill Fund, L.P., a Delaware limited partnership , is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation , 100,000,000 shares of Common Stock at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 18, 2022, by and among the Company and the Holder . Capitalized terms use...",
"COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC. Warrant Shares: 100,000,000 Date of Issuance: October 18, 2022 This COMMON STOCK PURCHASE WARRANT certifies that, for value received of even date) , Mast Hill Fund, L.P., a Delaware limited partnership , is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation , 100,000,000 shares of Common Stock at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 18, 2022, by and among the Company and the Holder . For the avoidance of ..." |
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| 10/05/2022 |
8-K/A
| Quarterly results |
| 09/29/2022 |
8-K
| Quarterly results |
| 09/14/2022 |
PRE 14C
| Form PRE 14C - Other preliminary information statements: |
| 09/14/2022 |
8-K
| Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits ... |
| 09/13/2022 |
DEF 14C
| Form DEF 14C - Other definitive information statements: |
| 08/30/2022 |
PRE 14C
| Form PRE 14C - Other preliminary information statements: |
| 08/24/2022 |
8-K
| Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation ... |
| 08/15/2022 |
10-Q
| Quarterly Report for the period ended June 30, 2022 |
| 08/05/2022 |
8-K
| Quarterly results |
| 06/10/2022 |
8-K
| Quarterly results |
| 05/23/2022 |
10-Q
| Quarterly Report for the period ended March 31, 2022 |
| 05/17/2022 |
NT 10-Q
| Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB: |
| 05/06/2022 |
8-K
| Quarterly results |
| 04/21/2022 |
8-K
| Entry into a Material Definitive Agreement, Financial Statements and Exhibits Interactive Data|
Docs:
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"SECURITIES PURCHASE AGREEMENT , dated as of April 11, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 , and MAST HILL FUND, L.P.",
"SENIOR SECURED PROMISSORY NOTE",
"FORM OF ADDITIONAL DEBTOR JOINDER",
"EXHIBIT A",
"EXHIBIT A" |
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| 04/15/2022 |
10-K
| Annual Report for the period ended December 31, 2021 |
| 04/08/2022 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements...|
Docs:
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"SERIES B PREFERRED STOCK PURCHASE AGREEMENT , dated as of February 2, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 , and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 .",
"SERIES B PREFERRED STOCK PURCHASE AGREEMENT , dated as of February 7, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 , and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 .",
"SERIES B PREFERRED STOCK PURCHASE AGREEMENT , dated as of March 14, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 , and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 ." |
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| 04/04/2022 |
8-K
| Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of...|
Docs:
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"SECURITIES PURCHASE AGREEMENT , dated as of March 28, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 , and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 . WHEREAS:",
"THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT ...",
"to SECURITY AGREEMENT FORM OF ADDITIONAL DEBTOR JOINDER Security Agreement dated as of March 28, 2022 made by TOUCHPOINT GROUP HOLDINGS, INC.",
"EXHIBIT A",
"TOUCHPOINT GROUP HOLDINGS, INC. Warrant Shares: 245,000,000 Date of Issuance: March 28, 2022 This COMMON STOCK PURCHASE WARRANT certifies that, for value received of even date) , Mast Hill Fund, L.P., a Delaware limited partnership , is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation , 245,000,000 shares of Common Stock at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 28, 2022, by and among the Company and the Holder . For the avoidance of doubt, this Warrant is referred to...",
"AMENDMENT #1 THIS AMENDMENT #1 to the Transaction Documents is entered into as of March 25, 2022 , by and between Touchpoint Group Holdings, Inc., a Delaware corporation , and Mast Hill Fund, L.P., a Delaware limited partnership . BACKGROUND A. The Company and Holder are the parties to that certain disbursement authorization, officer’ s certificate, promissory note in the principal amount of $810,000.00 , securities purchase agreement , and common stock purchase warrant all dated October 29, 2021 ; and B. The Parties desire to amend the Transaction Documents as set forth expressly below. NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as...",
"Touchpoint Group Holdings, Inc. Talos Victory Fund, LLC",
"AMENDMENT #1 THIS AMENDMENT #1 to the Transaction Documents is entered into as of March 28, 2022 , by and between Touchpoint Group Holdings, Inc., a Delaware corporation , and Quick Capital, LLC, a Wyoming limited liability company . BACKGROUND A. The Company and Holder are the parties to that certain disbursement authorization, officer’ s certificate, promissory note in the principal amount of $200,000.00 , securities purchase agreement , and common stock purchase warrant all dated on or around December 10, 2021 ; and B. The Parties desire to amend the Transaction Documents as set forth expressly below. NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the...",
"EXHIBIT A",
"EXHIBIT A" |
|
| 03/31/2022 |
8-K
| Regulation FD Disclosure, Financial Statements and Exhibits Interactive Data |
| 03/01/2022 |
8-K
| Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; T... |
| 02/25/2022 |
SC 13G
| Form SC 13G - Statement of acquisition of beneficial ownership by individuals: |
| 02/07/2022 |
8-K
| Quarterly results |
| 01/19/2022 |
424B3
| Form 424B3 - Prospectus [Rule 424(b)(3)]: |
| 01/10/2022 |
S-1/A
| Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend] |
| 01/06/2022 |
S-1
| Form S-1 - General form for registration of securities under the Securities Act of 1933: |
| 01/03/2022 |
DEF 14C
| Form DEF 14C - Other definitive information statements: |
| 12/23/2021 |
PRE 14C
| Form PRE 14C - Other preliminary information statements: |
| 12/20/2021 |
8-K
| Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation ...|
Docs:
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"Certificate of Designation Series A Convertible Preferred Stock Pursuant to Section 151 of the General Corporation Law of the State of Delaware Touchpoint Group Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware , DOES HEREBY CERTIFY that, by unanimous written consent in lieu of a meeting dated as of December 13, 2021, the following resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 151 of the General Corporation Law of the State of Delaware: RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by Article 4 of the Corporation’ s certificate of incorporation, as amended , a series of Preferred Stock of the Corporation be, and it hereby is, created ou...",
"REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser as follows: Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Convertible Preferred Shares . The Series A Preferred issued to Purchaser hereunder at Closing will, upon issuance, be validly issued, fully paid and non-assessable, free and clear of liens and restrictions. Assuming the truth and accuracy of the representations and warranties in Article III below, the issuance of the Shares hereunder will be exempt from registration under the Securities Act of 1933, as amended , and any applicable state securities laws. 1 Conversion rights . Th...",
"REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser as follows: Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Convertible Preferred Shares . The Series A Preferred issued to Purchaser hereunder at Closing will, upon issuance, be validly issued, fully paid and non-assessable, free and clear of liens and restrictions. Assuming the truth and accuracy of the representations and warranties in Article III below, the issuance of the Shares hereunder will be exempt from registration under the Securities Act of 1933, as amended , and any applicable state securities laws. 1 Conversion rights . Th...",
"SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT , dated as of December 13, 2021, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 , and Quick Capital, LLC, a Wyoming limited liability company, with its address at 12000 Biscayne Blvd, Suite 408, Miami, Florida 33181 . WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4 of the Securities Act of 1933, as amended and Rule 506 promulgated by the United States Securities and Exchange Commission under the 1933 Act; B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, u...",
"PROMISSORY NOTE FOR VALUE RECEIVED, TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation , hereby promises to pay to the order of Quick Capital LLC, a Wyoming limited liability company, or registered assigns , in the form of lawful money of the United States of America, the principal sum of $ 200,000.00, which amount is the $ 180,000.00 actual amount of the purchase price hereof plus an original issue discount in the amount of $ 20,000.00 and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent per annum from the date hereof until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be twelve months from the Issue Date , and is the date upon which the...",
"COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC.",
"TO REGISTRATION RIGHTS AGREEMENT" |
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| 11/19/2021 |
10-Q
| Quarterly Report for the period ended September 30, 2021 |
| 11/12/2021 |
NT 10-Q
| Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB: |
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