Here's from an 8K a little further back but tangier so has already filed the 13g and I believe KBM also has for this particular note, I see no refers ce to TCA
KBM Worldwide, Inc.
On September 2, 2014, Hangover Joe's Holding Corporation (the "Company"
entered into a Securities Purchase Agreement with KBM Worldwide, Inc. ("KBM", for the sale of an 8% convertible note in the principal amount of $32,500 (the "KBM Note". The financing closed on September 8, 2014.
The KBM Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on June 4, 2015. The KBM Note is convertible into common stock, at KBM's option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the KBM Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 120% if prepaid 31 days following the closing through 60 days following the closing and (iii) 125% if prepaid 61 days following the closing through 90 days following the closing and (iv) 130% if prepaid 91 days following the closing through 120 days following the closing and (v) 135% if prepaid 121 days following the closing through 150 days following the closing and (vi) 140% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the KBM Note, the Company has no right of prepayment.
KBM has agreed to restrict its ability to convert the KBM Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering was $32,500, less attorneys fees.
Tangiers Investment Group, LLC
On September 3, 2014, the Company entered into a Note Purchase Agreement with Tangiers Investment Group, LLC ("Tangiers", for the sale of an 10% convertible promissory note in the principal amount of $40,000 (the "Note". $2,000 (the "Fee" of the financing amount was retained by Tangiers through an original issue discount for due diligence and legal bills related to the transaction. The financing closed on September 14, 2014.
The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on September 3, 2015. The Note is convertible into common stock, at Tangiers's option and will be equal to 60% of the lowest 15 daily VWAPs (Volume Weighted Average Price) of the Company's common stock prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on "chilled" status with the Depository Trust Company, the discount will be increased by 10% until such chill is remedied. The Note may not be prepaid in whole or in part by the Company.
Tangiers has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock of the Company. The total net proceeds the Company received from this Offering was $40,000, less the Fee.
As of the date hereof, the Company is obligated on the above notes in connection with the offerings. The notes are debt obligations arising other than in the ordinary course of business, which constitute direct financial obligations of the Company.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act" for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the above transactions did not involve public offerings. The above investors are accredited investors, had access to information about the Company and their investments, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
KBM Worldwide, Inc.
On September 2, 2014, Hangover Joe's Holding Corporation (the "Company"
entered into a Securities Purchase Agreement with KBM Worldwide, Inc. ("KBM", for the sale of an 8% convertible note in the principal amount of $32,500 (the "KBM Note". The financing closed on September 8, 2014. The KBM Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on June 4, 2015. The KBM Note is convertible into common stock, at KBM's option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the KBM Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 120% if prepaid 31 days following the closing through 60 days following the closing and (iii) 125% if prepaid 61 days following the closing through 90 days following the closing and (iv) 130% if prepaid 91 days following the closing through 120 days following the closing and (v) 135% if prepaid 121 days following the closing through 150 days following the closing and (vi) 140% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the KBM Note, the Company has no right of prepayment.
KBM has agreed to restrict its ability to convert the KBM Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering was $32,500, less attorneys fees.
Tangiers Investment Group, LLC
On September 3, 2014, the Company entered into a Note Purchase Agreement with Tangiers Investment Group, LLC ("Tangiers"
, for the sale of an 10% convertible promissory note in the principal amount of $40,000 (the "Note". $2,000 (the "Fee" of the financing amount was retained by Tangiers through an original issue discount for due diligence and legal bills related to the transaction. The financing closed on September 14, 2014. The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on September 3, 2015. The Note is convertible into common stock, at Tangiers's option and will be equal to 60% of the lowest 15 daily VWAPs (Volume Weighted Average Price) of the Company's common stock prior to the date on which Tangiers elects to convert all or part of the Note. If the Company is placed on "chilled" status with the Depository Trust Company, the discount will be increased by 10% until such chill is remedied. The Note may not be prepaid in whole or in part by the Company.
Tangiers has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock of the Company. The total net proceeds the Company received from this Offering was $40,000, less the Fee.
As of the date hereof, the Company is obligated on the above notes in connection with the offerings. The notes are debt obligations arising other than in the ordinary course of business, which constitute direct financial obligations of the Company.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"
for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the above transactions did not involve public offerings. The above investors are accredited investors, had access to information about the Company and their investments, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. 
