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Re: Toxic Avenger post# 18461

Wednesday, 08/24/2016 1:07:15 PM

Wednesday, August 24, 2016 1:07:15 PM

Post# of 52915

1. They're investing at a 25% discount to the 30 day average price prior to their conversions. That's another toxic note.



True, but if the number of shares they convert exceeds 4.9% of the total outstanding shares of PNTV, roughly 20 million shares ($50,000 at $.0025/share pps), their warrants become worthless. They can't recoup their investment unless the company generates enough revenue to repay the debt or the pps increases significantly. They would need to convert and be able to sell 50 million shares at $.05/share to realize $2.5 million. It's more likely they're looking at this as a long term investment/partnership than a quick way to profit from toxic debt.


2. The money they're putting up (though even that isn't definitive) will just cover the outstanding liabilities. So likely, more toxic notes will be needed.



The use of the proceeds is outlined in Exhibit D of the Definitive Funding Agreement (page 9 of the 8-K). Only $150,000 is slated for debt reduction. $1.7 million is allocated for Green Leaf Farms.


3. They get something like 50% of the GROSS income off the top until the note is repaid.



It's only 20% and has some exceptions. From the 8-K...

PNTV 8-K

a. Upon closing the Transaction of the full investment based on the Investment Schedule (Exhibit A) until such time the Debenture is converted or paid off, RxMM will be entitled 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 or others sources as determined by PNTV. Revenues include but are not limited from; Green Leaf Farms Holdings (GLFH), Weed TV or any other platform licensee. Excluded from such Revenues are the potential settlement from PNTV’s Comcast lawsuit and any professional and/or management services. The Adjusted Gross Revenue is defined as all revenues after deduction of the direct cost associated with the good and services and commissions, but before taxes. If the note is partially paid off, the percentage of revenue shares will be pro-rated and reduced to represent the percentage of revenue sharing based on the balance of the note.



Les

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