---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-011832"
form_type: "8-K"
ticker: "NBND"
cik: "0001725911"
company_name: "NetBrands Corp."
filed_at: "2024-03-29T23:59:59+00:00"
generated_at: "2026-06-04T05:26:58.294429+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NetBrands secures up to $300K loan from Cove Funding; issues convertible note and shares

## Summary
- First tranche of $187,777 note funded March 22; net proceeds $150K after 5% commitment and diligence fees.
- Note bears 12% interest, matures July 21, 2024; convertible at lower of $0.07 or 5-day VWAP.
- Company issued $187,778 in commitment shares of common stock as additional consideration; second tranche available.
- CEO Paul Adler pledged 1,000 Class A Super Voting Preferred and 11.57M common shares as collateral.
- Spencer Clarke engagement extended to June 21, 2024; received $25K cash fee and warrant for 814,285 shares at $0.07.

## SEC filing metadata
- accession: 0001493152-24-011832
- form_type: 8-K
- ticker: NBND
- cik: 0001725911
- company_name: NetBrands Corp.
- filed_at: 2024-03-29T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1725911/000149315224011832/0001493152-24-011832-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1725911/000149315224011832/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-011832
- JSON: https://secwatch.observer/filing/0001493152-24-011832.json
- Plain text: https://secwatch.observer/filing/0001493152-24-011832.txt

## Key facts
- Debt Financings
  NetBrands Corp. incurred convertible notes of $187,777 with Cove Funding LP at 12% per annum maturing July 21, 2024.
  - Instrument: convertible notes
  - Principal: $187,777
  - Counterparty: Cove Funding LP
  - Rate: 12% per annum
  - Maturity: July 21, 2024
  - Event: incurrence
  source text: issued Cove Funding a 12% Senior Secured Convertible Promissory Note (the “Convertible Note”) to evidence the Cove Loan. The initial principal amount of the Convertible Note is $187,777 (the “First Tranche”), from which the Company received net proceeds of $150,000 (after deducting a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1725911/000149315224011832/0001493152-24-011832-index.htm
- Material Agreements
  NetBrands Corp. entered into Securities Purchase Agreement with Cove Funding LP valued at up to $300,000 (effective 2024-03-22).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Cove Funding LP
  - Value: up to $300,000
  - Effective: 2024-03-22
  source text: On March 22, 2024 (the “Closing Date”), NetBrands Corp., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cove Funding LP, a Delaware limited partnership (“Cove Funding”), pursuant to which Cove Funding agreed to loan the Company up to $300,000, in two tranches (the “Cove Loan”), and the Company issued Cove Funding a 12% Senior Secured Convertible Promissory Note (the “Convertible Note”) to evidence the Cove Loan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1725911/000149315224011832/0001493152-24-011832-index.htm

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