---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-039807"
form_type: "8-K"
ticker: "DTGI"
cik: "0001014052"
company_name: "Digerati Technologies, Inc."
filed_at: "2023-05-15T23:59:59+00:00"
generated_at: "2026-06-15T00:26:57.249639+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Digerati Technologies issues $330K in convertible notes to MGR and Lucas Ventures

## Summary
- Issued $275,000 convertible note to MGR Limited Partnership; net proceeds $250,000 after $25,000 OID.
- Issued $55,000 convertible note to Lucas Ventures; net proceeds $50,000 after $5,000 OID.
- Issued 358,000 commitment shares to MGR and 300,000 inducement shares to Lucas.
- Conversion price for both notes is $0.10 per share, convertible upon Nasdaq up-list.
- MGR note matures Oct 14, 2023; Lucas note matures Feb 9, 2024; both are unregistered.

## SEC filing metadata
- accession: 0001213900-23-039807
- form_type: 8-K
- ticker: DTGI
- cik: 0001014052
- company_name: Digerati Technologies, Inc.
- filed_at: 2023-05-15T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1014052/000121390023039807/0001213900-23-039807-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1014052/000121390023039807/ea178596-8k_digerati.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-039807
- JSON: https://secwatch.observer/filing/0001213900-23-039807.json
- Plain text: https://secwatch.observer/filing/0001213900-23-039807.txt

## Key facts
- Debt Financings
  Digerati Technologies, Inc. incurred convertible notes of approximately $275,000 with MGR Limited Partnership maturing earlier of (i) October 14, 2023, or (ii) the thirtieth (30th) day following the Company’s up-list transaction on the Nasdaq Capital Market.
  - Instrument: convertible notes
  - Principal: approximately $275,000
  - Counterparty: MGR Limited Partnership
  - Maturity: earlier of (i) October 14, 2023, or (ii) the thirtieth (30th) day following the Company’s up-list transaction on the Nasdaq Capital Market
  - Event: incurrence
  source text: a promissory note and shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to MGR. The aggregate principal amount of the note was approximately $275,000 with an original issue discount of $25,000. The actual amount of the purchase price the Company received was $250,000. The maturity date of the MGR Note is the earlier of (i)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023039807/0001213900-23-039807-index.htm
- Debt Financings
  Digerati Technologies, Inc. incurred convertible notes of $55,000 with Lucas Ventures, LLC maturing February 9, 2024.
  - Instrument: convertible notes
  - Principal: $55,000
  - Counterparty: Lucas Ventures, LLC
  - Maturity: February 9, 2024
  - Event: incurrence
  source text: a securities purchase agreement (the “LV SPA”) whereby the Company issued a convertible promissory note to LV (the “LV Note”). The aggregate principal amount of the LV Note was $55,000 with an original issue discount of $5,000. The gross proceeds the Company received prior to payment of transaction expenses was $50,000. The LV Note has a maturity date of
  evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023039807/0001213900-23-039807-index.htm
- Material Agreements
  Digerati Technologies, Inc. entered into LV SPA and LV Note with Lucas Ventures, LLC valued at $55,000 (effective 2023-05-09).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Lucas Ventures, LLC
  - Value: $55,000
  - Effective: 2023-05-09
  source text: On May 9, 2023, the Company and Lucas Ventures, LLC (“LV”) entered into a securities purchase agreement (the “LV SPA”) whereby the Company issued a convertible promissory note to LV (the “LV Note”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023039807/0001213900-23-039807-index.htm
- Material Agreements
  Digerati Technologies, Inc. entered into MGR Note with MGR Limited Partnership valued at approximately $275,000 (effective 2023-04-14).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: MGR Limited Partnership
  - Value: approximately $275,000
  - Effective: 2023-04-14
  source text: On April 14, 2023, Digerati Technologies, Inc. (the “Company”) entered into a convertible promissory note (the “MGR Note”) with MGR Limited Partnership (“MGR”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1014052/000121390023039807/0001213900-23-039807-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.