--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-008998" form_type: "8-K" ticker: "DTGI" cik: "0001014052" company_name: "Digerati Technologies, Inc." filed_at: "2023-02-07T23:59:59+00:00" generated_at: "2026-06-19T22:21:52.431220+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Digerati Technologies issues $1.68M in convertible debt; up to 18.2M shares issuable ## Summary - Issued two unsecured convertible notes totaling $1.2M gross proceeds; principal $660K each, 10% interest, due May 24, 2023; convertible at $0.10/share, up to 13.2M shares. - Issued three unsecured promissory notes totaling ~$482K principal (gross $410K after OID); 10% interest, 12-month maturity; convertible at $0.0956/share, up to 5.05M shares. - Issued 1.32M commitment shares and warrants for 3.03M shares (exercise price $0.1195) in connection with the financings. - Company intends to repay notes from proceeds of pending merger with MEOA (Minority Equality Opportunities Acquisition Inc.). - Notes include default triggers for SEC filing delinquencies and conversion restrictions limiting beneficial ownership to 4.99%. ## SEC filing metadata - accession: 0001213900-23-008998 - form_type: 8-K - ticker: DTGI - cik: 0001014052 - company_name: Digerati Technologies, Inc. - filed_at: 2023-02-07T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1014052/000121390023008998/0001213900-23-008998-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1014052/000121390023008998/ea172877-8k_digerati.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-008998 - JSON: https://secwatch.observer/filing/0001213900-23-008998.json - Plain text: https://secwatch.observer/filing/0001213900-23-008998.txt ## Key facts - Debt Financings Digerati Technologies, Inc. incurred convertible notes of approximately $482,354 at ten percent (10%) per annum maturing twelve (12) months after issuance. - Instrument: convertible notes - Principal: approximately $482,354 - Rate: ten percent (10%) per annum - Maturity: twelve (12) months after issuance - Event: incurrence source text: Pursuant to the SPAs, the December Investors purchased, and the Company issued, unsecured promissory notes (the “Notes”) in the aggregate principal amount totaling approximately $482,354 evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023008998/0001213900-23-008998-index.htm - Debt Financings Digerati Technologies, Inc. incurred convertible notes of $660,000 at ten percent (10%) per annum maturing May 24, 2023. - Instrument: convertible notes - Principal: $660,000 - Rate: ten percent (10%) per annum - Maturity: May 24, 2023 - Event: incurrence source text: on January 25 and January 26, 2023. Each January Investor lent $600,000 to the Company for total gross proceeds of $1.2 million. Each Convertible Note has a principal amount of $660,000, a ten percent (10%) per annum interest rate and mature on May 24, 2023 (such date, the “Convertible Note Maturity Date”). The Company is obligated to make monthly interest only evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023008998/0001213900-23-008998-index.htm - Material Agreements Digerati Technologies, Inc. entered into Notes with three accredited investors (the December Investors) valued at approximately $482,354 (effective 2022-12-29). - Action: entry - Agreement: notes offering - Counterparty: three accredited investors (the December Investors) - Value: approximately $482,354 - Effective: 2022-12-29 source text: In December 2022, the Company entered into securities purchase agreements (the “SPAs”) with a total of three (3) accredited investors (the “December Investors”). The closing of the third of these transactions took place on December 29, 2022. With the largest of these three transaction consisting of a loan in the principal amount of $188,235, each individual transaction was not material to the Company. The combined amount owed pursuant to these three loans, however, is material to the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023008998/0001213900-23-008998-index.htm - Material Agreements Digerati Technologies, Inc. entered into Convertible Notes with two accredited investors (the January Investors) valued at total gross proceeds of $1.2 million (effective 2023-01-24). - Action: entry - Agreement: notes offering - Counterparty: two accredited investors (the January Investors) - Value: total gross proceeds of $1.2 million - Effective: 2023-01-24 source text: On January 24, 2023, Digerati Technologies, Inc. (the “Company”), issued two unsecured convertible promissory notes (the “Convertible Notes”) to two accredited investors (the “January Investors”). The closing of the transactions took place on January 25 and January 26, 2023. Each January Investor lent $600,000 to the Company for total gross proceeds of $1.2 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023008998/0001213900-23-008998-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.