Home > Boards > US OTC > Miscellaneous >

Discovery Gold Corp. (DCGD)

Add DCGD Price Alert      Hide Sticky   Hide Intro
Search This Board: 
Last Post: 5/13/2019 3:29:06 PM - Followers: 54 - Board type: Free - Posts Today: 0

Item 1.01 
Entry Into A Material Definitive Agreement
Item 3.02 
Unregistered Sales of Equity Securities
On January 13, 2015, Discovery Gold Corporation, a Nevada corporation (the “Company”) entered into a share exchange agreement (“Exchange Agreement”) with SMM Manufacturing, Inc., a California corporation engaged in the development, manufacturing, and sales of active chlorine dioxide based products for commercial and consumer use (“SMM”), and the shareholders of SMM. Pursuant to the Exchange Agreement, the Company will be issuing an aggregate of 1,385,868 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) to the shareholders of SMM in exchange and as consideration for 10,000 shares of common stock of SMM, being all the issued and outstanding shares of SMM (“Transaction”).
Pursuant to the form of Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, attached as Exhibit A to the Exchange Agreement, each share of Series A Preferred Stock will be convertible into 1,000 shares of common stock of the Company (“Common Stock”), subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. Upon effectiveness of the increase in the authorized shares of Common Stock to an amount to allow the conversion of all the outstanding shares of Series A Preferred Stock to Common Stock, all the outstanding shares of Series A Preferred Stock will be converted into shares of Common Stock. Each share of Series A Preferred Stock will be entitled to the number of votes equal to the number of shares of Common Stock such share is convertible into at such time. After closing, the Company will have 1,385,868 shares of Series A Preferred Stock issued and outstanding.
The Exchange Agreement contains customary covenants, representations and warranties of the parties, including, among others, (i) a covenant by each of the Company and SMM to conduct their respective businesses in the ordinary course during the interim period between the execution of the Exchange Agreement and the consummation of the Transaction (except that the Company has not paid its recent renewal fee for its gold exploration option in Ghana); (ii) a covenant by SMM to deliver its audited financial statements for the period since its inception and unaudited financial statements for any interim period on or before the 120 th day following the execution of the Exchange Agreement; (iii) a covenant by SMM to provide up to $50,000 to the Company to cover the auditor fees and legal fees in connection with its catchup filings with the SEC, subject to the Company’s timely filing of its delinquent reports; (iv) covenants by the Company to issue shares of common stock and/or convertible promissory notes in settlement for certain outstanding debts and liabilities (including amounts owing to Messrs. Stephen Flechner, David Cutler and Darrin Ocasio).
The closing of the Transaction will take place at a date and time as the parties may mutually determine. The closing is subject to a number of conditions, which include among others (i) the parities’ satisfactory completion of their due diligence (ii) the filing by the Company of all the reports and other documents required to be filed with the SEC through the closing date (iii) the resumption of the quotation of the Company’s Common Stock on the OTCQB market (iv) the spinoff of the Company’s subsidiary, Discovery Gold Ghana Limited; (v) the approval by the Board of Directors of the Company of the Exchange Agreement and the issuance of shares of Series A Preferred Stock in connection with the Transaction; and (vi) the delivery by SMM of its audited financial statements for the period since its inception and unaudited financial statements for any interim period on or before the 120 th day following the execution of the Exchange Agreement.
Upon closing of the Transaction, the shareholders of SMM will own an aggregate of 1,385,868,000 shares of the Company’s Common Stock, or approximately 85% of the total issued and outstanding shares of Common Stock, upon conversion of 1,385,868 shares of Series A Preferred Stock assuming the authorized shares of Common Stock have been increased to an amount to allow the conversion of all the outstanding shares of Series A Preferred Stock.
On January 21, 2015, the parties entered into an amendment agreement to the Exchange Agreement (“Amendment Agreement”) whereby the parties changed certain use of funds provided by SMM.
The foregoing information is a summary of the Exchange Agreement and the Amendment Agreement, is not complete, and is qualified in its entirety by reference to the full text of the agreements, each of which is attached to this Current Report on Form 8-K as exhibits and is incorporated herein by reference.  Readers should review the Exchange Agreement and the Amendment Agreement for a complete understanding of the terms and conditions associated with this transaction.


Biocide Systems, Industry Leader in Direct to Consumer Chlorine Dioxide Odor Removal Products, Announces Intent to Go Public

Biocide Systems Prevails in Chlorine Dioxide Technology Patent Infringement Lawsuit

Odorstar Technology LLC and Kinpak lnc. VS. SMM Distributors, LLC d/b/a Biocide Systems and SMM Manufacturing, Inc.

LOS ANGELES, CA (PRWEB) January 13, 2015

The Patent infringement law suit, Case No.13-60136-CIV-MIDDLEBROOKS/BRANNON, filed by Odorstar Technology LLC and Kinpak lnc. – a wholly owned subsidiary of Ocean Bio-Chem, was first filed on Jan. 18, 2013 in the U.S. District Court for the Southern District of Florida, alleging Biocide System’s CLO2-DMG Technology™ was infringing on their NosGuard™ US Patent number 6,764661 .

On Jan.27, 2014 after considering the arguments by both sides and the evidence presented the Court found that Biocide Systems was entitled to a judgment in its favor on all claims, as the accused product did not infringe on any of Odorstar’s patent claims.

On February 22, 2014 a notice of appeal was filed, Case No.14-1417, by the plaintiffs to the US Federal Court of Appeals in Washington D.C.

On January 6, 2015 a hearing took place on Case No.14-1417, in US Federal Court of Appeals where oral arguments from legal council on both sides were heard by a panel of Judges.

On January 8, 2015 the US Federal Court of Appeals affirmed the prior judgment and a complete validation of the District court of Florida’s earlier decision on all claims, therefore a per curiam judgment was given granting Biocide Systems a complete victory.


Join us on Tweeter https://twitter.com/BiocideSystems



Current Price
Bid Ask Day's Range
  • 1D
  • 1M
  • 2M
  • 3M
  • 6M
  • 1Y
  • 2Y
  • 3Y
  • 5Y
DCGD News: Quarterly Report (10-q) 03/13/2019 10:24:01 AM
DCGD News: Quarterly Report (10-q) 12/14/2018 05:30:38 PM
PlusOneCoin Top Posts
No plusone'd posts yet. Be the first!
#1575   So many green days yet the price keeps PBGoodwill 05/13/19 03:29:06 PM
#1574   boring, I might re-enter at 0011 PBGoodwill 05/08/19 02:07:37 PM
#1573   cue up another DCGD extension...LJ littlejohn 04/30/19 01:28:39 AM
#1572   Well maybe that means there are some interested dheminger 03/13/19 01:06:06 PM
#1571   Glad to see this important issue extended. Legacy e-ore 03/13/19 10:51:24 AM
#1570   10Q out adijas 03/13/19 10:31:19 AM
#1569   We just need that to change to “Sold” dheminger 03/07/19 02:05:14 AM
#1568   Confirmed R/M being facilitated for $DCGD. Min*-Mar group FollowTheProfits 02/26/19 01:59:05 PM
#1567   Starting to get loaded. R/M coming soon. Info FollowTheProfits 02/25/19 12:35:00 PM
#1566   Hello. So what you thinking here? ABBAZABBA 02/25/19 11:30:05 AM
#1565   $0.006 right out the gate? AOuvier 02/25/19 09:32:02 AM
#1564   20k @ 0023 PBGoodwill 01/28/19 02:58:50 PM
#1563   No trades today? Mic ll 01/28/19 02:33:29 PM
#1562   As RS season seems upon us... PBGoodwill 01/26/19 01:46:15 PM
#1561   Only a guess of the potential littlejohn 01/25/19 07:42:00 PM
#1560   You guys talking about a hypothetical RS or Traderfan 01/25/19 11:13:44 AM
#1559   If you get a good reverse merger of littlejohn 01/24/19 07:22:48 PM
#1558   Oh the dreadful RS. PBGoodwill 01/24/19 06:37:34 PM
#1557   picked up a few shares of that littlejohn 01/24/19 06:28:21 PM
#1556   Oh nice, thanks! Maybe this could explain the PBGoodwill 01/24/19 06:16:57 PM
#1555   Thanks e-ore 01/20/19 12:30:06 AM
#1554   DCGD renewed in Colorado in early January... littlejohn 01/19/19 11:21:40 PM
#1553   Lull, in the giddy up, for sure...LJ littlejohn 12/30/18 01:47:37 AM
#1552   Someone seems to be taking all the time PBGoodwill 12/28/18 04:00:42 PM
#1551   Thanks. Did not think so, but was illegal_alias 12/17/18 09:08:55 AM
#1550   No e-ore 12/16/18 02:36:06 PM
#1549   With this latest 10q, in light of this illegal_alias 12/16/18 10:45:50 AM
#1548   Thanks for the heads up, would’ve missed it. rocknroll350 12/15/18 04:31:03 PM
#1547   Saw that this morning. illegal_alias 12/15/18 07:54:09 AM
#1546   swell... littlejohn 12/14/18 09:38:31 PM
#1545   Friday AH 10q PBGoodwill 12/14/18 07:48:42 PM
#1544   Everyone is hoarse after cheering so littlejohn 10/19/18 12:01:34 AM
#1543   Still quite here, even with volume and $increase.. Intetesting UnderdogMike 10/18/18 10:27:52 PM
#1542   Interesting day here $dcgd UnderdogMike 10/18/18 04:16:58 PM
#1541   I'm still expecting a KRBF type of move e-ore 10/17/18 07:46:53 AM
#1540   32 needs a lot of employee parking... littlejohn 10/17/18 01:12:58 AM
#1539   There was some play yesterday on the notice e-ore 10/16/18 05:14:04 PM
#1538   NITE on bid. PBGoodwill 10/16/18 03:54:33 PM
#1537   It's back! PBGoodwill 10/16/18 03:41:37 PM
#1536   Oh well. It doesn't take much to make texman 10/16/18 02:00:41 PM
#1535   Big bid gone? PBGoodwill 10/16/18 01:08:35 PM
#1534   4Mil on bid now! texman 10/16/18 12:39:51 PM
#1533   Pretty sure we'll see news soon or filings. e-ore 10/12/18 09:30:49 PM
#1532   There is an annual renewal in Co. littlejohn 10/12/18 08:03:54 PM
#1531   That DCGD profile update added the employees, Stephens, e-ore 10/12/18 05:50:13 PM
#1530   Claimed OTCM profile page and new company description Kicko 10/12/18 03:39:24 PM
#1529   DC_GD may be due a big update...LJ littlejohn 10/12/18 03:28:04 PM
#1528   Hmm that’s a good question... one that I rocknroll350 10/12/18 03:20:24 PM
#1527   was an employee update to 32 in littlejohn 10/12/18 03:18:55 PM
#1526   Oh ok, yeah it was logical that they rocknroll350 10/12/18 03:18:29 PM