Kaya Holdings Inc. (KAYS)

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This is some here, to numerous to glue and paste all. You just have to read the quarterly report.

2.1 Million Financing

 

In March 2017, the Company completed a $2.1 million financing with an institutional investor (the “Investor”) who had previously furnished KAYS with $1.2 million in financing, pursuant to a financing agreement (the “$2.1M Financing Agreement”) entered into between the Company and the Investor in December 2016. Pursuant to the $2.1M Financing Agreement, the Investor purchased $2.1 million in principal amount of convertible notes (the “$2.1M Notes”) from the Company as follows:

 

?$400,000 in principal amount of $2.1M Notes which are convertible into shares of the Company’s common stock at a conversion price of $0.04;

 

?$700,000 in principal amount of $2.1M Notes which are convertible into shares of the Company’s common stock at a conversion price of $0.07; and

 

?$1,000,000 in principal amount of $2.1M Notes which are convertible into shares of the Company’s common stock at a conversion price of $0.10.

 

The purchase price for the $2.1M Notes is equal to the principal amount thereof. The $2.1M Notes have a term of two years from issuance and bear interest at the rate of eight percent (8%) annum, which accrues and is payable to together with interest at maturity. The Investor may convert the principal amount of the $2.1M Notes (as well as other notes it currently holds as referenced above), together with accrued but unpaid interest thereon, into shares at the applicable conversion price, at any time or from time to time prior to maturity. The conversion price is subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. The $2.1M Notes also provide that at no time may they be convertible if the number of shares being issued upon conversion to and then held by the Investor would result in the Investor beneficially owning in excess of 4.99% of the Company’s then outstanding shares of common stock, after giving effect to the proposed conversion.

 

$6.3 Million Financing

 

On May 11, 2017, we entered into a financing agreement with the Investor, which was amended effective July 31, 2017 (as amended, the “$6.3M Financing Agreement”), pursuant to which the Investor has purchased and has agreed to purchase up to $6.3 million in convertible notes (the “$6.3M Notes”) from the Company as follows:

 

?The Investor purchased $500,000 in principal amount of $6.3M Notes from the Company contemporaneously with the execution of the $6.3M Financing Agreement, which $6.3M Notes are convertible into shares of the Company’s common stock at a conversion price of $0.05 (the “$0.05Notes”).

 

?The Investor purchased $150,000 in principal amount of $6.3M Notes from the Company prior to July 31, 2017 and has agreed to purchase an additional $350,000 in $6.3M Notes from the Company prior to October 31, 2017, which Notes are (a) convertible into shares of the Company’s common stock at a conversion price of $0.03; and (b) secured by a mortgage lien on any real property acquired by the Company on or before October 31, 2017 until such time as the Company repays at least $1.5 million in indebtedness owed to the Investor or such amount of indebtedness in converted into shares of the Company’s common stock in accordance with its terms (the “Secured Notes”).

 

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Provided Investor has fulfilled its obligation to purchase all $500,000 in principal amount of Secured Notes, the Investor will have the right to purchase an additional tranche of $0.05 Notes up to an aggregate of $500,000 in principal amount, at any time and from time to time through February 28, 2018.

 

 ?Provided the Investor has fulfilled its obligation to purchase the additional tranche of $1,000,000 in principal amount of $0.05 Notes from the Company on or before July 31, 2018, the Investor will have the right to purchase up to an additional $1,600,000 in principal amount of $6.3M Notes from the Company at any time and from time to time through December 31, 2018, which $6.3M Notes will be convertible into shares of common stock at a conversion price of $0.08 (the “$0.08 Notes”).

 

 ?Provided the Investor has fulfilled its obligation to purchase all $1,600,000 in principal amount of $0.08 Notes from the Company on or before December 31, 2018, the Investor will have the right to purchase up to an additional $2,200,000 in principal amount of $6.3M Notes from the Company at any time and from time to time through May 31, 2019, which $6.3M Notes will be convertible into shares of common stock at a conversion price of $0.11.

 

The $6.3M Notes are substantially similar in form and substance to the $2.1M Notes, except that the $6.3M Notes are due and payable on January 1, 2020. The proceeds from the offer and sale of the $2.1M and $6.3M Notes are and will be used to fund the Company’s growth plan, including expansion of our chain of Kaya Shack™ Marijuana Superstores in Oregon, expansion of our marijuana grow facility and manufacturing operation, introducing new Kaya Shack™ branded cannabis products and for general working capital purposes.



https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12244503