On February 14, 2014 the Company issued Seaside 88 LP, unrelated and non-affiliated investor, 3,000,000 shares of restricted common stock containing the restrictive legend, at $0.0535 per share, as part of obligations under a previously entered into contract as well as increasing the companies cash by $160,500.
Company Overview Seaside 88, LP specializes in private investments in public equities (PIPEs). 750 Ocean Royale Way Apartment 805 Juno Beach, FL 33408 United States Key Executives For Seaside 88, LP Mr. William J. Ritger Manager Dr. Denis M. O'Donnell Managing Director Age: 60
Recent Private Companies Transactions Type Date Target Private Placement March 7, 2014 Rightscorp, Inc. Private Placement January 23, 2014 Soul and Vibe Interactive Inc. Private Placement December 9, 2013 CodeSmart Holdings, Inc.
On December 9, 2013, the Company and Seaside 88, LP (“Seaside”) entered into a Securities Purchase Agreement, (the “Seaside SPA”). The Seaside SPA provides the Company with the ability to effect, at our option, monthly volume of our Common Stock until the earlier of December 9, 2014 or such time as an aggregate 3,000,000 shares of the Company’s Common Stock (the “Cap”) have been purchased by Seaside. For each closing, the per share purchase price for the Common Stock is an amount equal to the average of the high and low trading prices (measured in hundredths of cents) of the Common Stock on the OTCQB during normal trading hours for the five consecutive business days immediately prior to a closing date, multiplied by 50%. The per share purchase price is subject to a floor of $0.40 and if such floor is not met with respect to any particular closing, such closing will not occur. The failure to hold a closing as a result of not meeting the floor will not impact any subsequent closing. For each closing, the number of shares of Common Stock to be purchased by Seaside is equal to 10% of the total number of shares of Common Stock traded during normal trading hours during the 20 business days immediately preceding such closing. In no event will Seaside purchase shares in excess of the Cap, or if such purchase will cause Seaside’s beneficial ownership of shares to exceed 9.9% of the Company’s outstanding shares of Common Stock immediately subsequent to a closing. The Company may terminate the Agreement upon prior written notice to Seaside at any time.
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