There may be board members who can better articulate this and validate my understanding. See para 3 which activates these deals. I see language around lowest price shares issued at 92% to 80% of lowest price. All three players will be interested to bring down the price low so that they can gobble up more shares and sell them at the lowest price will give 8 to 20% profit. I dont see how we can get off this spiral with this kind of a deal in the near future. I get a feeling the price will hit rock bottom. This is just the beginning.
OasiS
On November 25, 2019, we entered into a purchase agreement with Oasis, which we refer to in this prospectus as the “Oasis Purchase Agreement”, pursuant to which Oasis has agreed to purchase from us up to $40,000,000 of our common stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of the agreement(subject to certain limitations) from time to time over a 36-month period. We also issued to Oasis 1,719,901 shares under the Oasis Purchase Agreement upon execution thereof. Also on December 6, 2019, we entered into a registration rights agreement, or the “Oasis Registration Rights Agreement”, with Oasis, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 21,758,986 of the shares that have been or may be issued to Oasis under the Oasis Purchase Agreement.
This prospectus covers the 1,719,901 shares (the “Commitment Shares”) of our common stock that we have already issued to Oasis as consideration for Oasis’s commitment to purchase additional shares of our common stock pursuant to the Oasis Purchase Agreement. Oasis will be required to return half of such shares to the Company if the Company determines, in its discretion, to terminate the Oasis Purchase Agreement within 6 months of this registration statement being declared effective. This prospectus also covers an additional 20,039,085 shares of our common stock which may be issued to Oasis in the future pursuant to the Oasis Purchase Agreement
We do not have the right to commence any further sales to Oasis under the Oasis Purchase Agreement until the SEC has declared effective the registration statement of which this prospectus forms a part. Thereafter, we may, from time to time and at our sole discretion, direct Oasis to purchase up to the lesser of (i) 200% of the average daily trading volume of our common stock for the ten prior trading days or (ii) and $500,000 of our common stock on any business day, provided the lowest traded price of our common stock in the five prior trading days exceeds $0.01. Except as described in this prospectus, there are no trading volume requirements or restrictions under the Oasis Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Oasis. The purchase price of the shares that may be sold to Oasis pursuant to the Oasis Purchase Agreement will be equal to 92% of the lowest traded price of our common stock during the five consecutive trading days immediately following the date Oasis receives the shares being purchased (provided that, such five-day period will begin on the date Oasis receives such shares via DWAC if Oasis receives such shares prior to 11am CST). We may at any time in our sole discretion terminate the Oasis Purchase Agreement, except while Oasis owns any shares purchased thereunder. Oasis may not assign or transfer its rights and obligations under the Oasis Purchase Agreement.
Although the Oasis Purchase Agreement provides that we may sell up to $40,000,000 of our common stock to Oasis, only 21,758,986 shares of our common stock that may be issued and sold to Oasis under the Oasis Purchase Agreement are being offered under this prospectus, which represents (i) the 1,719,901 Commitment Shares that we issued to Oasis as a commitment fee, and (iii) an additional 20,039,085 shares which may be issued to Oasis in the future under the Oasis Purchase Agreement. If we elect to issue and sell more than the 21,758,986 shares offered under this prospectus to Oasis, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Oasis is dependent upon the number of shares we sell to Oasis under the Oasis Purchase Agreement.
We may not issue shares to Oasis under the Oasis Purchase Agreement to the extent such issuance would result in Oasis beneficially owning more than 4.99% of our outstanding common stock.
Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to Oasis.
FirstFire
On June 25, 2020, we entered into a securities purchase agreement (the “FirstFire Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which we issued and sold to FirstFire a convertible note (the “FirstFire Note”) in the principal amount of $150,000. The FirstFire Note is due June 25, 2021, bears at interest at the rate of 12%, due at maturity, acceleration, or prepayment, and is convertible to common stock at a conversion price equal to 80% of the lowest trading price for the common stock for the 10 trading day period prior to the conversion date.
In connection with the FirstFire Purchase Agreement, we entered into a registration rights agreement with FirstFire, pursuant to which we agreed to register as soon as possible a minimum of 2,000,000 shares which may be issuable upon conversion of the FirstFire Note.
The FirstFire Note may not converted to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock.
CMF
This prospectus also includes the resale of 120,000 shares of common stock issued in July 2020 to Carmel, Milazzo & Feil LLP (“CMF”) pursuant to retainer letter for legal services with CMF.
OasiS
On November 25, 2019, we entered into a purchase agreement with Oasis, which we refer to in this prospectus as the “Oasis Purchase Agreement”, pursuant to which Oasis has agreed to purchase from us up to $40,000,000 of our common stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of the agreement(subject to certain limitations) from time to time over a 36-month period. We also issued to Oasis 1,719,901 shares under the Oasis Purchase Agreement upon execution thereof. Also on December 6, 2019, we entered into a registration rights agreement, or the “Oasis Registration Rights Agreement”, with Oasis, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 21,758,986 of the shares that have been or may be issued to Oasis under the Oasis Purchase Agreement.
This prospectus covers the 1,719,901 shares (the “Commitment Shares”) of our common stock that we have already issued to Oasis as consideration for Oasis’s commitment to purchase additional shares of our common stock pursuant to the Oasis Purchase Agreement. Oasis will be required to return half of such shares to the Company if the Company determines, in its discretion, to terminate the Oasis Purchase Agreement within 6 months of this registration statement being declared effective. This prospectus also covers an additional 20,039,085 shares of our common stock which may be issued to Oasis in the future pursuant to the Oasis Purchase Agreement
We do not have the right to commence any further sales to Oasis under the Oasis Purchase Agreement until the SEC has declared effective the registration statement of which this prospectus forms a part. Thereafter, we may, from time to time and at our sole discretion, direct Oasis to purchase up to the lesser of (i) 200% of the average daily trading volume of our common stock for the ten prior trading days or (ii) and $500,000 of our common stock on any business day, provided the lowest traded price of our common stock in the five prior trading days exceeds $0.01. Except as described in this prospectus, there are no trading volume requirements or restrictions under the Oasis Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Oasis. The purchase price of the shares that may be sold to Oasis pursuant to the Oasis Purchase Agreement will be equal to 92% of the lowest traded price of our common stock during the five consecutive trading days immediately following the date Oasis receives the shares being purchased (provided that, such five-day period will begin on the date Oasis receives such shares via DWAC if Oasis receives such shares prior to 11am CST). We may at any time in our sole discretion terminate the Oasis Purchase Agreement, except while Oasis owns any shares purchased thereunder. Oasis may not assign or transfer its rights and obligations under the Oasis Purchase Agreement.
Although the Oasis Purchase Agreement provides that we may sell up to $40,000,000 of our common stock to Oasis, only 21,758,986 shares of our common stock that may be issued and sold to Oasis under the Oasis Purchase Agreement are being offered under this prospectus, which represents (i) the 1,719,901 Commitment Shares that we issued to Oasis as a commitment fee, and (iii) an additional 20,039,085 shares which may be issued to Oasis in the future under the Oasis Purchase Agreement. If we elect to issue and sell more than the 21,758,986 shares offered under this prospectus to Oasis, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Oasis is dependent upon the number of shares we sell to Oasis under the Oasis Purchase Agreement.
We may not issue shares to Oasis under the Oasis Purchase Agreement to the extent such issuance would result in Oasis beneficially owning more than 4.99% of our outstanding common stock.
Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to Oasis.
FirstFire
On June 25, 2020, we entered into a securities purchase agreement (the “FirstFire Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which we issued and sold to FirstFire a convertible note (the “FirstFire Note”) in the principal amount of $150,000. The FirstFire Note is due June 25, 2021, bears at interest at the rate of 12%, due at maturity, acceleration, or prepayment, and is convertible to common stock at a conversion price equal to 80% of the lowest trading price for the common stock for the 10 trading day period prior to the conversion date.
In connection with the FirstFire Purchase Agreement, we entered into a registration rights agreement with FirstFire, pursuant to which we agreed to register as soon as possible a minimum of 2,000,000 shares which may be issuable upon conversion of the FirstFire Note.
The FirstFire Note may not converted to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock.
CMF
This prospectus also includes the resale of 120,000 shares of common stock issued in July 2020 to Carmel, Milazzo & Feil LLP (“CMF”) pursuant to retainer letter for legal services with CMF.
