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Posted On: 07/18/2018 6:08:33 PM
Post# of 2219
Post today below from Chemist on SIGO IHUB board. I was thinking that if SIGO gets initial tranche which is $945,000 paid off to St George(Fife) which is $850,000 plus 10% $85000 and another miscellaneous $10,000 that I was not aware of that they may be able to move forward without St George(Fife) in the future especially if they end up with additional cash left over which could happen. I am hoping that maybe going into next year if the government changes the laws on marijuana that SIGO could get some financing from banks for expansion if needed which would be a much better choice that St George(Fife). I did not want to have this discussion at all on the SIGO IHUB board with all the bashers there and thought this board could by far better address these questions. What are people thinking here and am I correct that we can get off the hook with St George(Fife) after the initial tranche if we pay them off. Just want to be sure about this and there is a lot of language in these 2 links below that is hard to understand clearly.
Besides the "initial tranche" of $945,000, there were also "warrants" that were part of the purchase agreement.
A few specific quotes from these two documents (Securities Purchase Agreement and Convertible Promissory Note) regarding the Warrants:
B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) a Secured Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $4,245,000.00 (the “Note”), convertible into shares of common stock, $0.0001 par value per share, of Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, and (ii) thirteen (13) Warrants to Purchase Shares of Common Stock, each substantially in the form attached hereto as Exhibit B (each, a “Warrant”, and collectively, the “Warrants”).
1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note and the Warrants. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on the signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to Company the Investor Notes (the sum of the initial principal amounts of the Investor Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to the Tranches (as defined in the Note) of the Note and to the Warrants as set forth in the table attached hereto as Exhibit C. For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for the Initial Tranche (as defined in the Note) and Warrant #1 to Purchase Shares of Common Stock.
Unfortunately, neither Exhibit B nor Exhibit C were included in the SEC filing.
Now regarding the initial Tranche of $945,000:
This Note shall be comprised of thirteen (13) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $945,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the “Initial Tranche”
As explained in these documents, the $945,000 initial tranche is calculated as follows:
Initial Cash Purchase price = $850,000;
Partial payment of OID = $85,000;
The Transaction Expense Amount = $10,000 (this amount is to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs)
Hope this is clear. If not, please do your own DD and read these two documents:
Exhibit 10-1: https://www.sec.gov/Archives/edgar/data/16890..._ex101.htm
Exhibit 10-2: https://www.sec.gov/Archives/edgar/data/16890..._ex102.htm
Besides the "initial tranche" of $945,000, there were also "warrants" that were part of the purchase agreement.
A few specific quotes from these two documents (Securities Purchase Agreement and Convertible Promissory Note) regarding the Warrants:
B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) a Secured Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $4,245,000.00 (the “Note”), convertible into shares of common stock, $0.0001 par value per share, of Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, and (ii) thirteen (13) Warrants to Purchase Shares of Common Stock, each substantially in the form attached hereto as Exhibit B (each, a “Warrant”, and collectively, the “Warrants”).
1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note and the Warrants. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on the signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to Company the Investor Notes (the sum of the initial principal amounts of the Investor Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to the Tranches (as defined in the Note) of the Note and to the Warrants as set forth in the table attached hereto as Exhibit C. For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for the Initial Tranche (as defined in the Note) and Warrant #1 to Purchase Shares of Common Stock.
Unfortunately, neither Exhibit B nor Exhibit C were included in the SEC filing.
Now regarding the initial Tranche of $945,000:
This Note shall be comprised of thirteen (13) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $945,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the “Initial Tranche”
As explained in these documents, the $945,000 initial tranche is calculated as follows:
Initial Cash Purchase price = $850,000;
Partial payment of OID = $85,000;
The Transaction Expense Amount = $10,000 (this amount is to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs)
Hope this is clear. If not, please do your own DD and read these two documents:
Exhibit 10-1: https://www.sec.gov/Archives/edgar/data/16890..._ex101.htm
Exhibit 10-2: https://www.sec.gov/Archives/edgar/data/16890..._ex102.htm
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