BIZZ Chart: http://stockcharts.com/c-sc/sc?s=BIZZ&p=d&b=3&g=0&id=p17970548896
http://www.otcmarkets.com/stock/BIZZ/filings Latest 8k dated Oct 26th:
|Shares Outstanding ||112,434,525 ||a/o Oct 15, 2012 |
Item 1.01 Entry into a Material Definitive Agreement .
On October 24, 2012, the Company entered into a Preferred Stock Purchase Agreement ("Preferred Stock Agreement") with Shamrock One Capital LLC. Pursuant to the Preferred Stock Agreement, the Company agreed to sell to the purchaser 2,000,000 shares of a class of preferred stock called the Series A Preferred Stock ("Series A Preferred Stock") for a total consideration of $2,000,000.
The Series A Preferred Stock will be created on or prior to closing of the transaction by filing a Certificate of Designation in respect to such shares with the Nevada Secretary of State. The Certificate of Designation details the rights, privileges and preferences of the Series A Preferred Stock and is attached as Exhibit B to the Preferred Stock Agreement. The rights, privileges and preferences of the Series A Preferred Stock generally are as follows:
|Original Issue Price: || ||$1.00 per share. |
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|Dividend Rights: || ||$0.05 per share payable in common stock. |
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|Conversion Rights || || |
|To Common Stock: || ||Voluntary at the election of holder. Conversion rate is Original Issue Price divided by the Conversion Price. Initial conversion price is $0.04 (subject to adjustment). |
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|Liquidation Preference : || ||Greater of (i) Original Issue Price per share or (ii) equivalent amount based upon a conversion to common stock. |
The Certificate of Designation also contains other rights, privileges and preferences including anti-dilution provisions.
The Preferred Stock Agreement allows the purchaser to appoint two members to the Company's Board of Directors, and will be subject to normal closing terms and conditions, as well as any other agreements and arrangements agreed to by the parties. The Closing is subject to the finalization of a due diligence review by the purchaser. The parties expect closing to occur on or about November 15, 2012.