I have been reading the 8K and I look at it this w
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Posted On: 12/26/2019 11:46:57 PM
Re: liquidmoney #60361
I have been reading the 8K and I look at it this way, it appears more favorable for the shareholders (compared to the original GHS agreement for funding). Since the deal is with preferred shares there are incentives for GHS to hold there preferred's longer - see item 4 below:
What I interpret this paragraph, in a nut shell, RMHB just signed a new funding plan with GHS to get up to $1,650,000.
1* RMHB now has a Preferred Stock Series F where GHS will get over time - up to two years a total of 1,650 of these preferred shares in exchange for funding:
2* RMHB will get $$ through this Securities Purchase Agreement “SPA” the initial closing under the SPA -100 shares of Preferred Stock, valued to GHS at $1,200 per share , but they paid an initial purchase price of $100,000, or $1,000 per share (100 x $1000/share=$100000)
3* additional closings in the amount of 100 shares for a total purchase price of $100,000 may take place at a rate of up to once every thirty (30) days.
4* then there are dividend incentives for them to hang onto them longer and not sell them:
The Preferred Stock may, at our option, be redeemed by our payment of the stated value thereof with the following premiums based on the time of the redemption:
o 110% of the stated value if the redemption takes place within 90 days of issuance;
o 115% of the stated value if the redemption takes place after 90 days and within 120 days of issuance;
o 120% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and
o 135% of the stated value if the redemption takes place after 180 days of issuance.
**So the AS was raised in response to both this new GHS preferred stock funding plan and from the other 8K:
"Item 8.01 – Other Events
On December 20, 2019, our board of directors and Mr. Smith, acting pursuant to the special voting rights accruing under the Series G Preferred Stock, approved an amendment to our Articles of Incorporation increasing our authorized common stock to 1,000,000,000 shares. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, this amendment will not be implemented until a date at least 20 days after the date on which an Information Statement on Schedule 14C has been mailed to our shareholders. Upon legal effectiveness of the amendment to our Articles of Incorporation, Mr. Smith’s Series G Preferred Stock will automatically convert to 500,000 shares of common stock pursuant to the terms of the Certificate of Designation."
From the the 2nd 8K, talking about the new preferred stock funding with GHS:
:
Securities Purchase Agreement (the “SPA”), we entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $1,650,000. The SPA provides for GHS’s purchase, from time to time, of up to 1,650 shares of our newly-designated Series F Convertible Preferred Stock (the “Preferred Stock”). The initial closing under the SPA consisted of 100 shares of Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $100,000, or $1,000 per share. At our option, and subject to the terms of the SPA and the Certificate of Designation for the Preferred Stock (the “COD”), additional closings in the amount of 100 shares for a total purchase price of $100,000 may take place at a rate of up to once every thirty (30) days. In connection with the initial closing in the amount of 100 shares of Preferred Stock , we issued an additional 30 shares of Preferred Stock to GHS as a commitment fee.
What I interpret this paragraph, in a nut shell, RMHB just signed a new funding plan with GHS to get up to $1,650,000.
1* RMHB now has a Preferred Stock Series F where GHS will get over time - up to two years a total of 1,650 of these preferred shares in exchange for funding:
2* RMHB will get $$ through this Securities Purchase Agreement “SPA” the initial closing under the SPA -100 shares of Preferred Stock, valued to GHS at $1,200 per share , but they paid an initial purchase price of $100,000, or $1,000 per share (100 x $1000/share=$100000)
3* additional closings in the amount of 100 shares for a total purchase price of $100,000 may take place at a rate of up to once every thirty (30) days.
4* then there are dividend incentives for them to hang onto them longer and not sell them:
The Preferred Stock may, at our option, be redeemed by our payment of the stated value thereof with the following premiums based on the time of the redemption:
o 110% of the stated value if the redemption takes place within 90 days of issuance;
o 115% of the stated value if the redemption takes place after 90 days and within 120 days of issuance;
o 120% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and
o 135% of the stated value if the redemption takes place after 180 days of issuance.
**So the AS was raised in response to both this new GHS preferred stock funding plan and from the other 8K:
"Item 8.01 – Other Events
On December 20, 2019, our board of directors and Mr. Smith, acting pursuant to the special voting rights accruing under the Series G Preferred Stock, approved an amendment to our Articles of Incorporation increasing our authorized common stock to 1,000,000,000 shares. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, this amendment will not be implemented until a date at least 20 days after the date on which an Information Statement on Schedule 14C has been mailed to our shareholders. Upon legal effectiveness of the amendment to our Articles of Incorporation, Mr. Smith’s Series G Preferred Stock will automatically convert to 500,000 shares of common stock pursuant to the terms of the Certificate of Designation."
From the the 2nd 8K, talking about the new preferred stock funding with GHS:
:
Securities Purchase Agreement (the “SPA”), we entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $1,650,000. The SPA provides for GHS’s purchase, from time to time, of up to 1,650 shares of our newly-designated Series F Convertible Preferred Stock (the “Preferred Stock”). The initial closing under the SPA consisted of 100 shares of Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $100,000, or $1,000 per share. At our option, and subject to the terms of the SPA and the Certificate of Designation for the Preferred Stock (the “COD”), additional closings in the amount of 100 shares for a total purchase price of $100,000 may take place at a rate of up to once every thirty (30) days. In connection with the initial closing in the amount of 100 shares of Preferred Stock , we issued an additional 30 shares of Preferred Stock to GHS as a commitment fee.
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