From the last 10k, one year ago:
Sale of Common Stock
On December 21, 2012 we issued 200,000 shares of our Common Stock at $0.50 per share for a total of $100,000. $83,500 was received while the remaining $16,500 was recorded as stock subscription receivable, which we received on April 30, 2013.
On February 12, 2013 we sold 12,500 shares of our Common Stock to one investor at $0.40 per share or $5,000.
On March 29, 2013 we issued 200,000 shares to a newly appointed member of our Board of Advisors. These shares are fully vested and non-forfeitable. These shares were valued at $0.50 per share or $100,000 on the date of grant and were expensed upon issuance.
On June 15, 2013 we sold 10,000 shares of our Common Stock to one investor at $0.05 per share or $5,000. We received payment by on July 2, 2013.
From July 1, 2013 to August 1, 2013 we issued 46,000 shares of our Common Stock at $0.50 per share, or $23,000, to five (5) individuals.
On July 15, 2013, we entered into a Conversion and Release Agreement, whereby we issued 32,500 shares of our Common Stock in exchange for the cancellation of $16,250 in notes payable, including $15,000 in principal plus accrued interest of $1,250, at $0.50 per share.
On July 15, 2013 we entered into a Contribution Agreement with an individual to provide marketing services for a period of one (1) year for from the date of signing in exchange for 111,000 shares of our Common Stock. These shares are fully vested and non-forfeitable.
On August 29, 2013 we sold 100,000 shares of our Common Stock to an institutional investor at $0.50 per share or $50,000.
On August 29, 2013 we issued 603,000 shares of our Common Stock to an institutional investor in exchange for the investor committing to purchase up to $10,050,000 of our Common Stock over the next 24 months, subject to certain terms and conditions. These shares are fully vested and non-forfeitable.
On September 3, 2013 we issued 10,000 shares of our Common Stock to one investor at $0.20, or $2,000.
On November 13, 2013 we issued 20,000 shares of our Common Stock to one investor at $0.20, or $5,000.
On November 13, 2013 we sold 100,000 shares of our Common Stock to an institutional investor at $0.242 per share or $24,200.
On November 15, 2013 we sold 100,000 shares of our Common Stock to an institutional investor at $0.234 per share or $23,400
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On December 3, 2013 we sold 100,000 shares of our Common Stock to an institutional investor at $0.180 per share or $18,000.
On February 27, 2014 we issued 166,667 shares of our Common Stock to two investors at $0.15, or $25,000.
On February 27, 2014 we entered into a Contribution Agreement with an individual to provide marketing services for a period of one (1) year for from the date of signing in exchange for 145,833 shares of our Common Stock. These shares are fully vested and non-forfeitable.
On March 28, 2014 we entered into a Contribution Agreement with five individuals to provide marketing services for a period of one (1) year for from the date of signing in exchange for an aggregate of 500,000 shares of our Common Stock. These shares are fully vested and non-forfeitable.
On March 28, 2014 we issued 250,000 shares to each of its four board members in exchange for their services on the Board of Directors. These shares are fully vested and non-forfeitable.
On September 15, 2014 we effectuated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”) for the purchase and sale of up to $350,000 of the Registrant’s original issue discount convertible debentures (collectively, the “Debentures”). The Debentures do not bear interest and are convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to sixty five percent (65%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) trading days immediately preceding the date of conversion. In addition, the Registrant paid the Investor a fee consisting of $5,000 and 400,000 shares of restricted Common Stock (the “Commitment Shares”) in connection with the Investor’s due diligence review of the Registrant and reimbursed the Investor for $5,000 in legal fees incurred by the Investor. The first Debenture in the principal amount of $150,000 (the "Debenture") was issued on September 15, 2014.
On February 19, 2015, we amended the Agreement. Pursuant to the amended Agreement, the Company issued a second debenture in the face amount of $17,000 to the Investor (the “Second Debenture”). The Second Debenture does not bear interest and are convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to sixty five percent (65%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) trading days immediately preceding the date of conversion.
On March 30, 2015, we consummated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold to the Investor a convertible note in the principal amount of $84,000.00, bearing interest at the rate of 8% per annum (the “Convertible Note”). The Convertible Note contains customary default provisions, including provisions for potential acceleration of the Convertible Note, a default premium and a default interest rate. The Convertible Note is payable, along with any and all accrued interest, on December 23, 2015. The principal balance of the Convertible Note is convertible into shares of the Company’s common stock, par value $0.001 per share, at the election of the holder, beginning 180 days after the issuance of the Convertible Note. The conversion price is equal to the Market Price (as such term is defined in the Convertible Note) multiplied by 61%.
On April 15, 2015 and May 15, 2015, the Company issued 145,161 and 191,489 shares of the Company’s common stock, respectively, to a consultant in exchange for services to be provided. These shares are fully vested and non-forfeitable. These shares were valued at $0.031 and $0.0235 per share, the closing price of the Company’s common stock on the dates of issuance, and were expensed upon issuance.
On April 1, 2015 and May 1, 2015, the Company issued 137,931 and 163,265 shares of the Company’s common stock, respectively, to a consultant in exchange for services to be provided. These shares are fully vested and non-forfeitable. These shares were valued at $0.029 and $0.0245 per share, the closing price of the Company’s common stock on the dates of issuance, and were expensed upon issuance.
On April 1, 2015, the Company entered into a Contribution Agreement with a company to provide marketing services for a period of six (6) months for from the date of signing in exchange for 1,500,000 shares of the Company’s common stock. These shares are fully vested and non-forfeitable. These shares were valued at $0.029 per share, the closing price of the Company’s common stock on the date of issuance, or $43,500 on the date of grant and were expensed upon issuance.
On July 23, 2015, the Company issued 2,330,097 shares to each of its five officers in exchange for their services as executives of the Company. These shares are fully vested and non-forfeitable. These shares were valued at $0.03 per share, the closing price of the Company’s common stock on the date of issuance, or $70,000 on the date of grant and were expensed upon issuance.
On April 21, 2015, $25,000 of principal of from the September 15, 2014 Debenture was converted into 1,532,332 shares of the Company’s common stock at $0.016315 per share.
On May 20, 2015, $25,000 of principal of the Debenture was converted into 2,236,135 shares of the Company’s common stock at $0.01118 per share.
On April 23, 2015, the Company sold 925,926 shares of its common stock to one investor at $0.027 per share or $25,000.
On May 26, 2015, the Company sold 11,363,630 shares of its common stock to one investor at $0.022 per share or $250,000.
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On June 15, 2015, we consummated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold to the Investor 11,363,367 shares of the Company’s common stock, par value $0.001 per share, (the “Common Stock”), at $.022 per share and warrants to purchase an additional 5,681,684 shares of Common Stock at the exercise price of $.022 per share (the “Warrants”). The Warrants are exercisable immediately and expire within three (3) years. The Company used a portion of the proceeds from the investment to repay a Convertible Promissory Note in the principal amount of Eighty-Four Thousand Dollars ($84,000) issued by the Company on March 30, 2015.
On June 29, 2015, $25,000 of principal of the Debenture was converted into 2,727,768 shares of the Company’s common stock at $0.009165 per share.
On July 15, 2015, the Company sold 966,183 shares of its common stock to one investor at $0.0207 per share or $20,000.
On August 28, 2015, the Company sold 454,545 shares of its common stock to one investor at $0.022 per share or $10,000.
On October 30, 2015, Montalvo Spirits, Inc. (the “Registrant”) effectuated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”) for the purchase and sale of up to $540,000 of the Registrant’s original issue discount convertible debentures (collectively, the “Debentures”). The Debentures do not bear interest and are convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to sixty percent (60%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) trading days immediately preceding the date of conversion. In addition, the Registrant paid the Investor a fee consisting of $2,900 and 400,000 shares of restricted Common Stock (the “Commitment Shares”) in connection with the Investor’s due diligence review of the Registrant and reimbursed the Investor for $5,000 in legal fees incurred by the Investor. The shares were valued at $0.03 per share, the closing price of the Company’s common stock on the date of issuance.
Unless noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and rules promulgated there under. Each of the above-referenced investors in our stock represented to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.
