Per the latest filing, as of 11/1/17, about $700k in convertible notes available to buy shares from the company at a 45% discount to the lowest closing bid price looking backward 20 trading days in the past from the time of conversion (note that the filing repots $671k in PRINCIPAL, but not the interest which is also covertible)
Labrys securities purchase agreement and debenture
On February 13, 2017, the Company consummated a transaction with Labrys Fund, L.P. (“Labrys”), whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “First SPA”), the Company issued a convertible promissory note in the principal amount of $110,000 (the “First Note”) to Labrys and the note is unsecured. The Company received proceeds of $100,000 in cash from Labrys. The First Note bears interest at the rate of 12% per year. The First Note is due and payable nine months from the issue date of the First Note. The Company may prepay the First Note at any time during the initial 180 days after the issue date of the First Note, without any prepayment penalty, by paying the face amount of the First Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the First Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the First Note is satisfied in full. Labrys is entitled to, at any time or from time to time, convert the First Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the First Note. In connection with the issuance of the First Note, the Company agreed to issue 1,341,463 shares of its common stock (the “First Shares”) to Buyer, provided, however, that the First Shares must be returned to the Company’s treasury if the Company prepays the First Note as provided above. On February 20, 2017, the Company entered into an amendment to the First Note, whereby the Holder agreed to return the First Shares to treasury. At September 30, 2017 the principal amount due on this note was $79,388.
On September 12, 2017, the Company consummated a transaction with Labrys, whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “Third SPA”), the Company issued a convertible promissory note in the principal amount of $77,000 (the “Third Note”) to Labrys and the note is unsecured. The Company received proceeds of $70,000 in cash from Labrys. The Third Note bears interest at the rate of 12% per year. The Third Note is due and payable nine months from the issue date of the Third Note. The Company may prepay the Third Note at any time during the initial 180 days after the issue date of the Third Note, without any prepayment penalty, by paying the face amount of the Third Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the Third Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Third Note is satisfied in full. Labrys is entitled to, at any time or from time to time, convert the Third Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Third Note. The Third Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. These notes contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At September 30, 2017 the principal amount due on this note was $77,000.
On September 29, 2017, the Company consummated a transaction with Labrys, whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “Fourth SPA”), the Company issued a convertible promissory note in the principal amount of $80,000 (the “Fourth Note”) to Labrys and the note is unsecured. The Company received proceeds of $65,000 in cash from Labrys. The Fourth Note bears interest at the rate of 12% per year. The Fourth Note is due and payable nine months from the issue date of the Fourth Note. The Company may prepay the Fourth Note at any time during the initial 180 days after the issue date of the Fourth Note, without any prepayment penalty, by paying the face amount of the Fourth Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the Fourth Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Fourth Note is satisfied in full. Labrys is entitled to, at any time or from time to time, convert the Fourth Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Fourth Note. The Fourth Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At September 30, the principal amount due on this note was $80,000.
Auctus Fund, LLC securities purchase agreement and debenture
On April 19, 2017 and amended on May 4, 2017, the Company consummated a transaction with Auctus Fund, LLC. (“Auctus”), whereby, upon the terms and subject to the conditions of a securities purchase agreement (the “Auctus Securities Purchase Agreement”), the Company issued a convertible promissory note in the principal amount of $235,000 (the “Auctus Note”) to Auctus, and the note is unsecured. The Company received proceeds of $217,250 in cash from Auctus which is net of offering costs of $17,750. The Auctus Note bears interest at the rate of 10% per annum and is due on January 12, 2018. The Company may redeem they Auctus Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the Auctus Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days, The Company shall have no right of prepayment. Any amount of principal or interest that is due under the Auctus Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Auctus Note is satisfied in full. Auctus is entitled to, at any time or from time to time, convert the Auctus Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Auctus Note. In connection with the issuance of the Auctus Note, the Company issued 1,509,829 shares of its common stock to Auctus as a commitment fee. These common shares were valued at $0.04 per share, or $63,564, based on the quoted trading price of the Company’s common stock on the note date. In connection with the issuance of these shares, the Company recorded a debt discount of $63,564 which will be amortized into interest expense over the term on the note. The Auctus Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At September 30, 2017 the principal amount due on this note was $235,000.
EMA Financial, LLC securities purchase agreement and debenture
On June 22, 2017, the Company consummated a transaction with EMA Financial, LLC. (“EMA”), whereby, upon the terms and subject to the conditions of a securities purchase agreement (the “EMA Securities Purchase Agreement”), the Company issued a convertible promissory note in the principal amount of $100,000 (the “EMA Note”) to EMA and the note is unsecured. The Company received proceeds of $90,000 in cash from EMA, which is net of offering costs of $10,000. The EMA Note bears interest at the rate of 10% per annum and is due on June 22, 2018. The Company may redeem the EMAs Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the EMA Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days, Any amount of principal or interest that is due under the EMA Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the EMA Note is satisfied in full. EMA is entitled to, at any time or from time to time, convert the EMA Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the EMA Note. The EMA Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At September 30, 2017 the principal amount due on this note was $100,000.
On November 1, 2017, the Company consummated a transaction with Labrys, whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “Fifth SPA”), the Company issued a convertible promissory note in the principal amount of $100,000 (the “Fifth Note”) to Labrys. The Company received proceeds of $79,441 in cash from Labrys. The Fifth Note bears interest at the rate of 12% per year. The Fifth Note is due and payable nine months from the issue date of the Fifth Note. The Company may prepay the Fifth Note at any time during the initial 180 days after the issue date of the Fifth Note, without any prepayment penalty, by paying the face amount of the Fifth Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the Fifth Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Fifth Note is satisfied in full. Labrys is entitled to, at any time or from time to time, convert the Fifth Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Fifth Note. The Fifth Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments.
AI
