8K
As previously reported on Form 8-K dated February 21, 2017, we entered into a securities purchase agreement dated February 10, 2017, and effective February 14, 2017 (the “RD SPA”), with RedDiamond Partners, LLC (“RedDiamond”), pursuant to which we issued 52,500 shares of Series A Preferred Stock on July 7, 2017 for cash proceeds of $50,000, and 262,500 shares of Series A Preferred Stock on July 28, 2017 for cash proceeds of $250,000. The Series A Preferred Stock has a mandatory redemption provision, with redemption payments for these sales to be made on January 8, 2018 and January 15, 2018, each in the amount of $26,250, followed by ten weekly mandatory redemption payments commencing February 28, 2018, each in the amount of $26,250. The redemption payments could be paid in cash or by conversion of the Series A Preferred Stock into our common shares, at our option. Pursuant to the RD SPA, all the of redemption payments are to be accelerated upon the effective date of an S-1 registration statement, which occurred by Notice of Effectiveness filed on November 13, 2017.
The proceeds from the issuance of the three notes disclosed below and reported on this Form 8-K, were utilized to pay the RedDiamond mandatory redemption payments in full with accrued interest, in cash, and not by conversion into any of our common shares.
Effective December 8, 2017, pursuant to a securities purchase agreement dated December 5, 2017 (the “EMA SPA”), we issued an unsecured convertible note payable to EMA Financial, LLC, (“EMA”) in the amount of $185,000 (the “EMA Note”). The Note bears interest at the rate of 8% per annum, and has a maturity date of December 5, 2018. If unpaid by us on or before the date which is 180 days from the issue date, EMA has the right to convert all or any part of the outstanding amount due under the Note into fully paid and non-assessable shares of our common stock at a price which is 70% of either the lowest sale price for our common stock on the principal market during the ten (10) consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower.
As additional consideration for the EMA Note, we granted EMA 1,200,000 warrants to purchase our common stock at an exercise price of $0.11 per share until December 5, 2022 (the “EMA Warrant”). The EMA Note was issued to EMA, a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in a transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.
A copy of the form of the EMA SPA, the EMA Note, and the EMA Warrant Agreement are attached to this Form 8-K as Exhibit 10.1, Exhibit 10.2 and 10.3 respectively, and are incorporated by reference herein. The foregoing description of the EMA SPA, the EMA Note and the EMA Warrant do not purport to be complete and are qualified in their entirety by reference to the EMA SPA, the EMA Note and the EMA Warrant.
Effective December 8, 2017, pursuant to a securities purchase agreement dated December 5, 2017 (the “Auctus SPA”), we issued an unsecured convertible note payable to Auctus Fund, LLC, (“Auctus”) in the amount of $185,000 (the “Auctus Note”). The Auctus Note bears interest at the rate of 8% per annum, and has a maturity date of December 5, 2018. If unpaid by us on or before the date which is 180 days from the issue date, Auctus has the right to convert all or any part of the outstanding amount due under the Auctus Note into fully paid and non-assessable shares of our common stock at a price which is 70% of either the lowest sale price for our common stock on the principal market during the ten (10) consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower.
As additional consideration for the Auctus Note, we granted Auctus 1,200,000 warrants to purchase our common stock at an exercise price of $0.11 per share until December 5, 2022 (the “Auctus Warrant”). The Auctus Note was issued to Auctus, a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in a transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.
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As previously reported on Form 8-K dated February 21, 2017, we entered into a securities purchase agreement dated February 10, 2017, and effective February 14, 2017 (the “RD SPA”), with RedDiamond Partners, LLC (“RedDiamond”), pursuant to which we issued 52,500 shares of Series A Preferred Stock on July 7, 2017 for cash proceeds of $50,000, and 262,500 shares of Series A Preferred Stock on July 28, 2017 for cash proceeds of $250,000. The Series A Preferred Stock has a mandatory redemption provision, with redemption payments for these sales to be made on January 8, 2018 and January 15, 2018, each in the amount of $26,250, followed by ten weekly mandatory redemption payments commencing February 28, 2018, each in the amount of $26,250. The redemption payments could be paid in cash or by conversion of the Series A Preferred Stock into our common shares, at our option. Pursuant to the RD SPA, all the of redemption payments are to be accelerated upon the effective date of an S-1 registration statement, which occurred by Notice of Effectiveness filed on November 13, 2017.
The proceeds from the issuance of the three notes disclosed below and reported on this Form 8-K, were utilized to pay the RedDiamond mandatory redemption payments in full with accrued interest, in cash, and not by conversion into any of our common shares.
Effective December 8, 2017, pursuant to a securities purchase agreement dated December 5, 2017 (the “EMA SPA”), we issued an unsecured convertible note payable to EMA Financial, LLC, (“EMA”) in the amount of $185,000 (the “EMA Note”). The Note bears interest at the rate of 8% per annum, and has a maturity date of December 5, 2018. If unpaid by us on or before the date which is 180 days from the issue date, EMA has the right to convert all or any part of the outstanding amount due under the Note into fully paid and non-assessable shares of our common stock at a price which is 70% of either the lowest sale price for our common stock on the principal market during the ten (10) consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower.
As additional consideration for the EMA Note, we granted EMA 1,200,000 warrants to purchase our common stock at an exercise price of $0.11 per share until December 5, 2022 (the “EMA Warrant”). The EMA Note was issued to EMA, a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in a transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.
A copy of the form of the EMA SPA, the EMA Note, and the EMA Warrant Agreement are attached to this Form 8-K as Exhibit 10.1, Exhibit 10.2 and 10.3 respectively, and are incorporated by reference herein. The foregoing description of the EMA SPA, the EMA Note and the EMA Warrant do not purport to be complete and are qualified in their entirety by reference to the EMA SPA, the EMA Note and the EMA Warrant.
Effective December 8, 2017, pursuant to a securities purchase agreement dated December 5, 2017 (the “Auctus SPA”), we issued an unsecured convertible note payable to Auctus Fund, LLC, (“Auctus”) in the amount of $185,000 (the “Auctus Note”). The Auctus Note bears interest at the rate of 8% per annum, and has a maturity date of December 5, 2018. If unpaid by us on or before the date which is 180 days from the issue date, Auctus has the right to convert all or any part of the outstanding amount due under the Auctus Note into fully paid and non-assessable shares of our common stock at a price which is 70% of either the lowest sale price for our common stock on the principal market during the ten (10) consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower.
As additional consideration for the Auctus Note, we granted Auctus 1,200,000 warrants to purchase our common stock at an exercise price of $0.11 per share until December 5, 2022 (the “Auctus Warrant”). The Auctus Note was issued to Auctus, a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in a transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.
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