$GNID Shareholders Letter Addressing the $56,000,0
Post# of 107026
Posted On: 10/19/2016 10:53:31 AM
$GNID Shareholders Letter Addressing the $56,000,000/DEBT/ACQUISITIONS Banker Wellington Shield's/CMPO/NASDAQ I would like to help our shareholders understand the significance of the three-tiered approach our banker is implementing and how it will be instrumental to the success of our company. As has been disclosed, the Company has been funded to date with convertible debt. We have been able to manage this debt effectively and have mitigated the potential negative impacts this debt can cause through leak out agreements, as well as by retiring a number of seasoned notes independently. I have stated numerous times in public filings and other disclosures that it was my intention to eventually retire all variable convertible debt in one shot, provided that the company had sufficient operating funds in place to allow it to raise appropriate long-term funds. The initial agreement with our banker addresses this debt with up to $1,000,000 in short-term non-dilutable/non-toxic bridge money that will be used to pay off all of the variable convertible debt and provide several months of working capital until we are able to complete the next step of our plan. Step 2 of our strategy involves recapitalizing and restructuring Rx Safes through the acquisition of one or more revenue generating, positive EBITDA companies that compliment, expand or improve our product offerings, whether they serve other healthcare markets, provide expanded IP protection, or add valuable experienced management to our team. Over the past 4 months, we have targeted and have been in discussions with several companies, all of which could provide significant, measurable and accretive value in the areas of IP, products, distribution, revenues, cash flow and personnel. Our banker recognizes the value of this approach and, as such, has provided us with a facility of up to $15,000,000 acquisition capital to allow the Company to meet its goal to realize accelerated growth through acquisition. With this facility now in place, the Company now has the ability to move discussions forward more aggressively with our acquisition targets and we hope to conclude these transactions by the end of the Q3 2016.
Finally, the Company will need to raise significant capital post acquisition to support the needs of an expanded entity as well as market the company to a much larger audience, and in accord with our previous disclosures, we believe the best way to do that is in connection with an up-listing to a national exchange. While we had started negotiating funding based on needs of the existing business operations and felt $10M would be sufficient, with input from our bankers and financial advisors, the new expanded company would need significantly more than $10M. Consequently, we have signed an agreement with our new banker for up to $40,000,000 through an underwritten Confidentially Marketed Public Offering (CMPO) with a simultaneous up-listing to NASDAQ.
Accordingly, once all of the debt is retired and the acquisitions are closed, we will establish a new pro-forma enterprise value upon which the pricing of the CMPO will be based to commence the larger raise and an up-list to NASDAQ. This has been the plan since we announced the restructuring of the company last year, and we haven't changed direction. The Company will continue to keep its shareholders updated as each phase is successfully completed.
Finally, the Company will need to raise significant capital post acquisition to support the needs of an expanded entity as well as market the company to a much larger audience, and in accord with our previous disclosures, we believe the best way to do that is in connection with an up-listing to a national exchange. While we had started negotiating funding based on needs of the existing business operations and felt $10M would be sufficient, with input from our bankers and financial advisors, the new expanded company would need significantly more than $10M. Consequently, we have signed an agreement with our new banker for up to $40,000,000 through an underwritten Confidentially Marketed Public Offering (CMPO) with a simultaneous up-listing to NASDAQ.
Accordingly, once all of the debt is retired and the acquisitions are closed, we will establish a new pro-forma enterprise value upon which the pricing of the CMPO will be based to commence the larger raise and an up-list to NASDAQ. This has been the plan since we announced the restructuring of the company last year, and we haven't changed direction. The Company will continue to keep its shareholders updated as each phase is successfully completed.
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