Interesting ~
Commissiong Consulting Arrangement
On July 28, 2016, the Company entered into a consulting arrangement with Gerald E. Commissiong (the “Consultant”) pursuant to which consultant agreed to provide certain management consulting services to the Company in consideration for a fee of $225,000 per year. Mr. Commissiong has accrued his entire cash consulting compensation to the current date. The arrangement was extended for an additional year on March 1, 2017. In addition, as part of the consulting arrangement, the Company granted Mr. Commissiong the right to purchase 20,000,000 shares of the Company’s common stock at price of $0.00001 per share. In March 2017, Mr. Commissiong purchased 5,000,000 shares of the Company’s common stock for an aggregate purchase price $50. On August 25, 2017, Consultant purchased 15,000,000 shares of the Company’s common stock, to be vested over a 3 year period from the date of issuance, for an aggregate purchase price of $150. The securities sold were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The Consultant is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.
September 2017 Financing
On September 5, 2017, the Company entered into a securities purchase agreement (the “September 2017 Agreement”) with an accredited investor (the “September 2017 Investor”) pursuant to which the September 2017 Investor purchased a Senior Secured Convertible Note for an aggregate purchase price of $75,000 (the “September 2017 Note”). The September 2017 Notes bear interest at 8% and mature thirty-six months from the date of issuance. The September 2017 Notes will be convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to $0.06 per share, subject to adjustment (“September 2017 Initial Conversion Price”).
In connection with the September 2017 Agreement, the September 2017 Investor received an aggregate of 150,000 shares of common stock (the “September 2017 Commitment Shares”), a warrant to purchase such number of shares of common stock equal to 200% of their subscription amount divided by the September 2017 Initial Conversion Price (the “June 2017 Warrant”) and a purchase right to purchase such number of shares of common stock equal to 800% of their subscription amount divided by the August 2017 Initial Conversion Price (the “June 2017 Right”). The September 2017 Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.06. The September 2017 Right is exercisable beginning on the eighteen (18) month anniversary of the date of issuance until the five year anniversary of the date of issuance at an initial exercise price of $0.06.
The conversion price of the September 2017 Note is subject to customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. The exercise price of the September 2017 Warrant and the September 2017 Right are subject to anti-dilution adjustment for subsequent lower price financings by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.
Following the six (6) month anniversary of the date of the Agreement, the September 2017 Investor shall have the option to call on the Company for the redemption of the June 2017 Note, provided that the Company has raised sufficient funds to repay such September 2017 Note. In the event of such optional redemption, the September 2017 Investor shall be paid in the full principal amount and all other accrued and unpaid interest to the date of redemption.
The September 2017 Note provides that until the September 2017 Note is no longer outstanding, any subsequent financing by Company, whether in debt or equity, shall require prior written consent of a majority of holders of senior secured notes. In addition, in the event of a subsequent financing (except for certain exempt issuances as provided in the September 2017 Note) by the Company, the September 2017 Investor will have the right to participate in such subsequent financing up to an amount equal to the subscriber’s proportionate share of the subsequent financing based on such subscriber’s participation in the offering on the same terms, conditions and price provided for in the subsequent financing. The September 2017 Note also provide that for as long as the September 2017 Note is outstanding, in the event of a subsequent financing (except for certain exempt issuances as provided in the September 2017 Note), the subscriber may elect, in its sole discretion, to exchange all, but not less than all, of the Securities then held by September 2017 Investor for any securities issued in a subsequent financing based on the outstanding principal amount of the September 2017 Note.
The Company agreed that while the September 2017 Note is outstanding, it will not enter into any variable rate transactions with any investor.
Commissiong Consulting Arrangement
On July 28, 2016, the Company entered into a consulting arrangement with Gerald E. Commissiong (the “Consultant”) pursuant to which consultant agreed to provide certain management consulting services to the Company in consideration for a fee of $225,000 per year. Mr. Commissiong has accrued his entire cash consulting compensation to the current date. The arrangement was extended for an additional year on March 1, 2017. In addition, as part of the consulting arrangement, the Company granted Mr. Commissiong the right to purchase 20,000,000 shares of the Company’s common stock at price of $0.00001 per share. In March 2017, Mr. Commissiong purchased 5,000,000 shares of the Company’s common stock for an aggregate purchase price $50. On August 25, 2017, Consultant purchased 15,000,000 shares of the Company’s common stock, to be vested over a 3 year period from the date of issuance, for an aggregate purchase price of $150. The securities sold were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The Consultant is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.
September 2017 Financing
On September 5, 2017, the Company entered into a securities purchase agreement (the “September 2017 Agreement”) with an accredited investor (the “September 2017 Investor”) pursuant to which the September 2017 Investor purchased a Senior Secured Convertible Note for an aggregate purchase price of $75,000 (the “September 2017 Note”). The September 2017 Notes bear interest at 8% and mature thirty-six months from the date of issuance. The September 2017 Notes will be convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to $0.06 per share, subject to adjustment (“September 2017 Initial Conversion Price”).
In connection with the September 2017 Agreement, the September 2017 Investor received an aggregate of 150,000 shares of common stock (the “September 2017 Commitment Shares”), a warrant to purchase such number of shares of common stock equal to 200% of their subscription amount divided by the September 2017 Initial Conversion Price (the “June 2017 Warrant”) and a purchase right to purchase such number of shares of common stock equal to 800% of their subscription amount divided by the August 2017 Initial Conversion Price (the “June 2017 Right”). The September 2017 Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.06. The September 2017 Right is exercisable beginning on the eighteen (18) month anniversary of the date of issuance until the five year anniversary of the date of issuance at an initial exercise price of $0.06.
The conversion price of the September 2017 Note is subject to customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. The exercise price of the September 2017 Warrant and the September 2017 Right are subject to anti-dilution adjustment for subsequent lower price financings by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.
Following the six (6) month anniversary of the date of the Agreement, the September 2017 Investor shall have the option to call on the Company for the redemption of the June 2017 Note, provided that the Company has raised sufficient funds to repay such September 2017 Note. In the event of such optional redemption, the September 2017 Investor shall be paid in the full principal amount and all other accrued and unpaid interest to the date of redemption.
The September 2017 Note provides that until the September 2017 Note is no longer outstanding, any subsequent financing by Company, whether in debt or equity, shall require prior written consent of a majority of holders of senior secured notes. In addition, in the event of a subsequent financing (except for certain exempt issuances as provided in the September 2017 Note) by the Company, the September 2017 Investor will have the right to participate in such subsequent financing up to an amount equal to the subscriber’s proportionate share of the subsequent financing based on such subscriber’s participation in the offering on the same terms, conditions and price provided for in the subsequent financing. The September 2017 Note also provide that for as long as the September 2017 Note is outstanding, in the event of a subsequent financing (except for certain exempt issuances as provided in the September 2017 Note), the subscriber may elect, in its sole discretion, to exchange all, but not less than all, of the Securities then held by September 2017 Investor for any securities issued in a subsequent financing based on the outstanding principal amount of the September 2017 Note.
The Company agreed that while the September 2017 Note is outstanding, it will not enter into any variable rate transactions with any investor.
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