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Re: lesgetrich post# 76404

Wednesday, 08/24/2016 7:56:48 AM

Wednesday, August 24, 2016 7:56:48 AM

Post# of 112672
Did you actually read the terms?

These are two separate provisions!

There's a "5% Convertible Debenture" contract for $2,5000,000 in funding, in addition to the "Stock Purchase Warrant Agreement" -- collectively the "Funding Agreement".

These are two entirely different transactions. I have no interest to dive further into DD of PNTV, but from a quick scan of the SEC filings the $2.5m note is convertible at any time before the anniversary date and is highly dilutive, and the warrants is an establishment fee -- a sweetener if you will, which is separate from the convertible note and also dilutive -- I haven't even mentioned the creditor's 20% additional take on profits. SMH

Even if you stopped short of additional research, they clearly stated the two in the 1st par of "The Funding Agreement" and the 8-K...

RxMM Health Limited and Players Network Inc.
Definitive funding agreement:

The transaction will involve a total investment of $2,500,000 to be invested into Players Network in the form of a Convertible Note Debenture. and in consideration of such investment RxMM will receive warrants as an Establishment Fee (Collectively, the “Transaction”) and that any portion when exercised will off-set and be credited as payment on the balance of the Note to the extent of the amount exercised, thus reducing the principal owed on the note pro-rata, and also a payable percentage of revenue of PNTV reduced with the same pro-rata until the Note is either paid back or converted to equity.



and in the 8-K...

Entry Into a Material Agreement:

Players Network (the “Company” or “Registrant”) entered into a definitive funding agreement with RxMM Health Limited (“RxMM”), attached hereto as Exhibit 10.1, on August 15th 2016 in which a convertible note will be issued for a total gross investment of $2,500,000 to be invested into Players Network. In consideration of such investment, RxMM will receive 50,000,000 callable warrants as a fee per the milestone schedule below, and will be entitled to 20% of all adjusted gross revenue and 20% of the gross income generated by the Company through any of its medical marijuana holdings or its media platform, of which shall reduce the principal until this debenture is either paid back or converted into equity. The warrants are callable if the stock averages 200% of the warrant strike price for any thirty (30) day trading period. The convertible debenture, bearing interest at 5% per annum, will mature 24 months after the full investment is realized, and is convertible into common stock at a 25% discount to the preceding 30 day average closing stock price.