GLOBAL HERITAGE INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement.

On August 23, 2022, Global Heritage Inc. (the “Company”) has entered into a loan modification and loan reaffirmation agreement (the “modification agreement”), effective as of April 1, 2022by and between the Company and C3bank, National Association (the Lender”). The Amending Agreement amends and reaffirms that certain promissory notes, business loan agreements, commercial surety agreements and pledge agreements, dated May 5, 2021by and between the Company and the Lender (collectively, the “Loan Agreement”), whereby the Lender has agreed to grant a revolving line of credit to the Borrower for a maximum principal amount of $10.0 million.

The Amending Agreement modifies and amends the Loan Agreement to provide, among other things, the division of the financial covenants of the Loan Agreement, which remain unchanged, into two categories: (i) the financial covenants used to scale the amount maximum principal available to the Company on the Determination Date (as determined by the Lender in its sole discretion), and (ii) the financial covenants to be maintained by the Company during the term of the Loan Agreement.

The above summary of the Amended Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amending Agreement, which will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set forth above in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

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