Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
STLK - Filed at Colorado
19991029450 STL Marketing Group, Inc., Dissolved April 6, 2017 Articles of Dissolution
http://www.sos.state.co.us/biz/BusinessEntityDetail.do?quitButtonDestination=BusinessEntityResults&nameTyp=ENT&entityId2=19991029450&srchTyp=ENTITY&fileId=20171275949&masterFileId=19991029450
BGNN - Controlling interest sold for $1.00 to an unmentionable outfit :)
"As total consideration for the purchase and sale of the Company's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of One Dollar ($1.00) such total consideration to be referred to in this Agreement as the "Purchase Price"."
http://archive.fast-edgar.com//20160824/AKZH222CI222S2ZZ262N2WZZMCJHZ2BRZ282/
GDPM - Prepackaged Chapter 11 bk. Common stock will be cancelled
"Equity Interests in Goodrich will be cancelled and discharged and will be of no further force or effect, whether surrendered for cancellation or otherwise, and Holders of Equity Interests in Goodrich will not receive or retain any property under the Plan on account of such Equity Interests in Goodrich."
http://archive.fast-edgar.com//20160412/AP2B4G2HZW2RSZZZ272J2ZXNC7CMZZ22Z282/
Is auctus fund the guys at Asher like kbm is?
RCHA - Average conversion price of these shares is less than .0001. It's less than .00005. News came out on the big conversion day. 8k filing came out after hours today.
928,627,329 shares converted at less than .0001, 2.24 billion shares traded on the news day, 1.2 billion dumped the day after the news.
"Item 3.02 Unregistered Sales of Equity Securities
On December 9, 2015, the Company issued 77,599,111 shares of Company common stock to satisfy the conversion of $1,387.00 of a convertible note payable with Auctus Private Equity Fund, LLC.
On December 28, 2015, the Company issued 59,620,000 shares of Company common stock to satisfy the conversion of $837.58 of a convertible note payable with Auctus Fund, LLC.
On December 28, 2015, the Company issued 238,416,667 shares of Company common stock to satisfy the conversion of $14,305.00 of a convertible note payable with KBM Worldwide, Inc.
On December 28, 2015, the Company issued 257,991,551 shares of Company common stock to satisfy the conversion of $14,000.00 of a convertible note payable with LG Capital Funding, LLC.
On December 28, 2015, the Company issued 295,000,000 shares of Company common stock to satisfy the conversion of $17,700.00 of a convertible note payable with JMJ Financial.
On December 29, 2015, the Company issued 139,916,667 shares of Company common stock to satisfy the conversion of $7,075.00 of a convertible note payable with KBM Worldwide, Inc.
On December 29, 2015, the Company issued 127,833,333 shares of Company common stock to satisfy the conversion of $7,670.00 of a convertible note payable with KBM Worldwide, Inc.
On December 30, 2015, the Company issued 295,624,750 shares of Company common stock to satisfy the conversion of $6,599.53 of a convertible note payable with Auctus Fund, LLC.
The total number of outstanding shares of common stock of the Company as of December 30, 2015 after the above described issuance is 6,487,182,380"
http://archive.fast-edgar.com//20151231/A322U22CZ222N2N2222B22N2WJ3HHV228272/
CIGW - Common cancelled as part of merger agreement
Upon the closing of the Merger, the outstanding capital stock of the Company will either be converted into the right to receive a pro rata portion of the Merger Consideration, or canceled for no consideration, as follows:
• each outstanding share of Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”), will be converted into the right to receive a pro rata portion of the aggregate preference payment applicable to the Series A-1 Preferred Stock, as set forth in the Certificate of Designation, Preferences and Rights of the Series A-1 Preferred Stock and Series A-2 Convertible Preferred Stock (the “Series A Certificate of Designation”), which is currently calculated at approximately $62.5 million;
• each outstanding share of Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), will be converted into the right to receive a pro rata portion of the remainder of the Merger Consideration, which is less than the aggregate preference payment applicable to the Series A-2 Preferred Stock, under the terms of the Series A Certificate of Designation, to which the holders of the Series A-2 Preferred Stock would otherwise be entitled, and which is currently calculated at approximately $82.4 million (thereby resulting in a shortfall to such holders of approximately $64.3 million);
• each outstanding share of Series B 6% 2012 Convertible Redeemable Preferred Stock of the Company (the “Series B Preferred Stock”), including accrued but unpaid dividends thereon, will be canceled for no consideration; and
• each outstanding share of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) will be canceled for no consideration.
http://archive.fast-edgar.com//20150416/A6A9Q22CZM22Q2Z2222C2WZCJMCPZB22X272/
Honest explanation of toxic financing from a company's point of view. From the HDSI 8k today:
"As long as we obtain loans from convertible debenture agreements, including the outstanding Notes, our stock prices are anticipated to depress. The Company has made this determination based on the business model of the holder of our Notes, which typically involves them selling shares received upon conversion into the open market, against the Company's historical open market illiquidity.
Under the terms of convertible debentures, such as those Notes that the Company has entered into, the Company borrows money, and the note is repayable or convertible into shares of common stock after a certain period of time. If the Company does not repay the money, the holder may exercise their conversion privilege, and convert, subject to beneficial ownership limitations, the Notes, or portions thereof, into shares of the Company's common stock. The convertible debenture holder seeks financial gain on the transaction, and typically sells any shares it receives into the open market. The convertible debenture holder may have more than one debenture with the company, and may desire the share price to be low on conversion, to maximize the number of shares it obtains.
The Company is currently seeking financing to repay the holder of the Notes; meet its federal, state and local legal, regulatory, compliance and governance obligations and requirements; and pursue its business objectives. There is no assurance that the Company will achieve any additional sales of equity securities, arrange for debt, successfully complete any other financing, or meet its objectives generally. As long as our company has convertible debenture agreements, our stock prices are likely to be depressed, and issuances of additional shares will result in dilution to existing stockholders."
http://archive.fast-edgar.com//20150209/ASA2O22CZ222O2M2222L22Z28U4MGQ226272/
LTNC - In the last 10 days O/S increased over 60% via debt conversions at 1/2 price (about .0006), from 190,993,565 12/30/14 to 312,254,919 now
From today's 8k
"Unregistered Sales of Equity Securities
During the period commencing December 31, 2014 through January 8, 2015, the Company issued an aggregate of 121,261,354 shares of its common stock as follows: on December 31, 2014, the Company issued 3,537,975 shares of its common stock to reduce an outstanding convertible note payable by $2,795. On December 31, 2014, the Company issued 8,015,809 shares of its common stock to reduce an outstanding convertible note payable by $5,049.96. On January 2, 2015, the Company issued 7,000,000 shares of its common stock to reduce an outstanding convertible note payable by $5,390. On January 2, 2015, the Company issued 9,526,667 shares of its common stock to reduce an outstanding convertible note payable by $7,145. On January 5, 2015, the Company issued 10,100,000 shares of its common stock to reduce an outstanding convertible note payable by $6,060. On January 5, 2015, the Company issued 9,500,000 shares of its common stock to reduce an outstanding convertible note payable by $5,747. On January 5, 2015, the Company issued 9,528,571 shares of its common stock to reduce an outstanding convertible note payable by $6,670. On January 6, 2015, the Company issued 9,482,759 shares of its common stock to reduce an outstanding convertible note payable by $5,500. On January 6, 2015, the Company issued 9,523,438 shares of its common stock to reduce an outstanding convertible note payable by $6,095. On January 7, 2015, the Company issued 7,200,000 shares of its common stock to reduce an outstanding convertible note payable by $4,176. On January 7, 2015, the Company issued 9,523,438 shares of its common stock to reduce an outstanding convertible note payable by $6,095. On January 8, the Company issued 9,540,000 shares of its common stock to reduce an outstanding convertible note payable by $5,247. On January 8, 2015, the Company issued 9,259,259 shares of its common stock to reduce a convertible note payable note by $5,000. On January 8, 2015, the Company issued 9,523,438 shares of its common stock to reduce a convertible note payable by $6,095. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions does not involve a public offering.
The number of shares of issuer’s common stock outstanding as of January 8, 2015 was 312,254,919."
FREE $500K convert note
01/07/2015 08:30 FreeSeas Inc. Announces USD 500,000 Convertible Note Issuance
PWDY A/S increae
To the Shareholders of Powerdyne International, Inc.:
This Information Statement is furnished to the shareholders of Powerdyne International, Inc., a Delaware corporation (“Powerdyne” or the “Corporation”), in connection with our prior receipt of approval by written consent in lieu of a special meeting, of the holders of a majority of our common stock of (i) the Powerdyne 2014 Stock Incentive Plan (the “Plan”) and (ii) an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 550,000,000 to 2,000,000,000 (the “Amendment”).
On November 20, 2014, Powerdyne obtained the approval of the Plan and Amendment, by written consent of five shareholders that are the record owners of 160,849,408 shares of common stock in the aggregate, which represented over 50% of the voting power of Powerdyne as of November 20, 2014. The Plan will not become effective and the Amendment cannot be effectuated until 20 days after the mailing of this Information Statement.
TGC, TNVMF issues 13.6M common on convert note
2:47pm ET
(ACCESSWIRE via COMTEX) -- Singapore / ACCESSWIRE / December 30, 2014 / Terra Nova Energy Ltd. ("Terra Nova") (TGC)(otcqx:TNVMF) announces it has issued a total of 13,636,364 common shares in connection with the conversion of CAD $1,500,000 of its previously issued 10% convertible note at a price of $0.11 per share. This conversion has reduced the principal balance of convertible notes to $nil.
About Terra Nova Energy Ltd.
Terra Nova Energy Ltd. is an oil and gas company with a right to acquire up to a 55% working interest in two onshore petroleum exploration licenses ("PELs"), being PEL 112 and PEL 444, located on the western flank of the Cooper/Eromanga Basins in the State of South Australia, Australia. Its common shares trade on the TSX Venture Exchange under the symbol "TGC" and its ordinary shares trade in the U.S. on the OTCQX marketplace under the symbol "TNVMF."
For more information please contact:
Terra Nova Energy Ltd.
Lydia Danis
Corporate Communications
ALGI - Ceased operations. From today's 8k
"As a result of the surrender of Collateral to Triumph pursuant to the Surrender Agreement, the Company has no operating assets and has ceased conducting business."
http://archive.fast-edgar.com//20141208/AOZ2B62CZM22QZZ2222E2ZZZPL7P66T7G262/
The result of toxic financing. 8k today from VPOR. At the date of the filing mentioned below, price was about .01. 79 million free trading shares added to the o/s since the filing. Price now .0046, down more than 50%. From today's 8k. Bold is my emphasis
"As reported in the Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements of the Registrant filed on Form 10-Q on November 14, 2014 (the “Filing”), the Registrant, Vapor Group, Inc., (the “Company”), has accumulated “convertible notes payable” in aggregate amount as of September 30, 2014, of $3,583,423 (the “Aggregate Convertible Notes Payable”).
Since the Filing, several holders of convertible promissory notes included in the Aggregate Convertible Notes Payable have exercised their right to convert portions of their convertible promissory notes, in accordance with Federal and State law and regulation, into free-trading shares of common stock of the Registrant, under the terms of each holder’s respective convertible promissory note documentation. In addition to other terms, included under said documentation is frequently the requirement that the Company authorize its transfer agent, in conjunction with the making of each convertible promissory note, to reserve a quantity of shares of common stock in advance in the event that the debt holder decides to convert all or any part of the outstanding balance of their respective convertible promissory note. Such reservations are frequently variable in that downward changes in the market price of the Registrant’s common stock may trigger an increase or in the number of shares reserved. In addition, a common provision of these debt instruments allows the debt holder to convert all or a portion of the outstanding balance of the debt instrument, in accordance with Federal and State law and regulation, “at will” without the approval of the Registrant, meaning that such conversions of debt are outside of the Company’s control or right to say whether or not such a conversion may be allowed.
As reported in the Filing, there were 429,827,024 shares of common stock of the Registrant issued & outstanding on November 13, 2014.
As of December 3, 2014, there were 514,376,672 shares of common stock of the Registrant issued & outstanding; a increase of 84,549,648 shares of common stock over the quantity reported as issued & outstanding on November 13, 2014, (the “Increase”). The Increase included 5,550,000 shares (6.5% prox.) of restricted common stock issued in connection with employee and outside sales contractor compensation and approximately 79,000,000 (93.5% prox.) shares issued from debt conversions initiated by various holders of convertible promissory notes. Although the Increase is dilutive to our shareholders, it represents a reduction in the overall outstanding balance of the Aggregate Convertible Notes Payable of approximately $300,000 and therefore is of benefit to the Company in terms of a reduction of its debt burden.
The Registrant is filing this 8-K for the information of its shareholders as to what has occurred since the Filing of November 14, 2014, and anticipates that certain of the holders of the convertible promissory notes will continue to convert debt “at will”.
I'm sure there's an increase in pumping when conversions are taking place. Hard to sell that many shares without generating interest from new buyers. Basically a legal pump and dump, imo.
Absolute rubbish RCGP is.
RCGP $240,000 worth of freely tradeable shares being given out at a 45% discount
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10324238
ENSL - Going to the grey market
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9968993
APP 61M + 9M at $0.50
hmm This is getting ugly. Been weak like WSTL which could do one of these next if stays in biz. WSTL did have a run up from last decline but declining again nearing the buck once more.
8:17 AM ET
LOS ANGELES --(BUSINESS WIRE)-- American Apparel, Inc. (NYSE MKT: APP) (the "Company") announced today that it priced an underwritten public offering of 61,000,000 shares of its common stock at a price to the public of $0.50 per share. The Company intends to use the net proceeds of the offering to fund working capital and for general corporate purposes, including its April 2014 cash interest payment on the Company's senior secured notes.
The Company granted to the underwriters a 30-day option to purchase up to 9,150,000 additional shares of its common stock to cover over-allotments, if any. The Company's common stock is listed on the NYSE MKT under the symbol "APP." The offering is expected to close on or about March 31, 2014 , subject to customary closing conditions.
Roth Capital Partners is acting as sole book-running manager, and Brean Capital and National Securities Corporation , a wholly-owned subsidiary of National Holdings, Inc. (NHLD), are acting as co-managers for the offering.
The shares of common stock will be issued pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission ("SEC"). A preliminary prospectus supplement related to the offering was filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus related to the offering may be obtained from Roth Capital Partners , Attention: Equity Capital Markets , 888 San Clemente Drive , Newport Beach, CA 92660, (800) 678-9147.
ACGX Supplemental Filing Doubling the Conversion Rights and Voting Rights of the CEO, who is the Sole Owner of Preferred Shares. Debt is actively being converted on this stock, and the CEO will now retain full control up to a 900M Float. Hew was safe until a 500M Float prior to the Filing and current 414M Float.
http://www.otcmarkets.com/financialReportViewer?symbol=ACGX&id=116145
CERP - Bankruptcy filing
http://archive.fast-edgar.com//20140212/AN2ZD22CD222D2Z2222G22DEMABSZ2227M62/
DROP will head this list after 3/14/2014 shareholders R/S meeting.
MDNT. Pre14C. increase A/S from 500 million to 5 billion
http://www.sec.gov/Archives/edgar/data/1476278/000101489714000034/medient14cv4.htm
RBCN sale $28.2M common ?
Not sure if/much this might impact a pricer one. $11.44
$11.12 last AH.
04:33 PM EST, 01/07/2014 (MT Newswires) -- Rubicon Technology, Inc. (RBCN) announced the sale of $28.2 million of its common stock pursuant to an underwriting agreement with Canaccord Genuity Inc. The last reported sale price of Rubicon's common stock as reported by the NASDAQ Global Market on January 7, 2014 was $11.44 per share.
Rubicon intends to use the net proceeds to fund research and development of new products, for capacity expansion and for general corporate purposes. Closing of the offering is expected to occur on or about January 14, 2014, subject to customary closing conditions.
Price: 11.44, Change: 0, Percent Change: 0
http://www.mtnewswires.com © 2014 MT Newswires, a Division of MidnightTrader, Inc. All rights reserved.
WEST 8-K ah Convert 6.25M @0.02
Been bunch of these over years. news 5:17 pm ET.
http://biz.yahoo.com/e/131220/west8-k.html
On December 19, 2013, Andalay Solar, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement ("Purchase Agreement") with certain institutional accredited investors (the "Purchaser") relating to the sale and issuance of a (i) convertible note in the principal amount of $250,000 that matures December 19, 2015 (the "Convertible Note") and (ii) five- year warrant (with a cashless exercise feature under certain circumstances) to purchase 6,250,000 shares of common stock of the Company at an exercise price of $.02, subject to adjustment under certain circumstances. The Convertible Note bears interest at the rate of 8% per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of the common stock of the Company, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents (as defined in the Note) at a price below the conversion price. Subject to the Company fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of the Company's common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Convertible Note can be effected to the extent that as a result of such conversion the Purchaser would beneficially own more than 9.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion.
The Company has the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to one hundred and twenty percent (120%) of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits.
<bit more>
ASTM $16M left in shelf, down 12%+
Trading lower 3.80 -.55
Form 8-K for AASTROM BIOSCIENCES INC
29-Nov-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhi
Item 1.01. Entry into a Material Definitive Agreement
On June 16, 2011, Aastrom Biosciences, Inc., a Michigan corporation (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with MLV & Co. LLC ("MLV") pursuant to which the Company has previously sold an aggregate of $4.4 million of its common stock through MLV, acting as agent. On November 29, 2013, the Company and MLV entered into an Amendment No. 1 to the Sales Agreement in order to reference a new registration statement and prospectus under which sales can be made (because of the expiration of the prior registration statement). The amendment left unchanged the aggregate offering price which may be offered under the Sales Agreement and approximately $15.9 million remains available for issuance.
The description of Amendment No. 1 to the Sales Agreement set forth above is qualified in its entirety by reference to the Amendment No. 1 to At Market Issuance Sales Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by this reference. The original At Market Issuance Sales Agreement was previously filed by the Company as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 16, 2011.
The shares will be issued pursuant to the Company's shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-174945) filed on June 16, 2011 with the SEC. In connection with the offering contemplated by the Sales Agreement, the Company has filed a prospectus supplement, dated November 29, 2013 to the prospectus, dated July 18, 2011 that is part of the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Amendment No.1 to At Market Issuance Sales Agreement between Aastrom
Biosciences, Inc. and MLV & Co. LLC dated November 29, 2013.
5.1 Opinion of Dykema Gossett PLLC
23.1 Consent of Dykema Gossett PLLC (included as part of Exhibit 5.1)
The SEC Just Suspended My Stock! Now What?
http://www.pumpsanddumps.com/2013/11/the-sec-just-suspended-my-stock-now-what.html
Little refresher.
WEST $200K convert at $0.02 & $5M credit
Form 8-K for ANDALAY SOLAR, INC.
25-Nov-2013 4:23 pm ET
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secur
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement and Convertible Note
On November 25, 2013, Andalay Solar, Inc., a Delaware corporation (the "we" or "us") entered into a securities purchase agreement ("Purchase Agreement") with certain institutional accredited investors (the "Purchaser") relating to the sale and issuance of a convertible note in the principal amount of $200,000 that matures November 25, 2015 (the "Convertible Note"). The Convertible Note bears interest at the rate of 8% per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of our common stock, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents (as defined in the Note) at a price below the conversion price. Subject to us fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of our common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Note can be effected to the extent that as a result of such conversion the Purchaser would beneficially own more than 9.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion.
We have the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to one hundred and twenty percent (120%) of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits.
For so long as we have any obligation under the Convertible Note, we agreed to certain restrictions regarding, among other things, incurrence of additional debt, liens, amendments to charter documents, repurchase of stock, payment of cash dividends, affiliated transactions.We are also prohibited from entering into certain variable priced agreements until the Convertible Note is repaid in full. The Purchaser has waived certain of these rights in connection with the Equity Credit Agreement described below.
For a period of two years after the initial issuance of the Convertible Note, the Purchase Agreement also provides the Purchaser a right to participate in any future debt and equity offerings of our securities. The Purchaser also has a piggyback registration right.
The Convertible Note contains events of default which, if triggered, will result in the requirement to pay a default amount (up to 24%) as specified in the Convertible Note.
A copy of the form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the form of Convertible Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing is not a complete summary of the terms of the offering, the Purchase Agreement, or the Convertible Note described in this Item 1.01, and reference is made to the complete text of the Purchase Agreement and the form of Convertible Note that are filed herewith as exhibits.
Equity Credit Agreement
On November 25, 2013, we entered into an Equity Credit Agreement with Southridge Partners II LP. Pursuant to the Equity Credit Agreement, Southridge committed to purchase up to $5,000,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 18 months from the effective date of a registration statement to be filed in connection therewith; or (ii) the date on which Southridge has purchase shares of our common stock pursuant to the Equity Credit Agreement for an aggregate maximum purchase price of $5,000,000; such commitment is subject to certain conditions, including limitations based on the trading volume of our common stock. The aggregate number of shares issuable by us and purchasable by Southridge pursuant to the Equity Credit Agreement is $5,000,000 worth of stock, which was determined by our board of directors.
We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Equity Credit Agreement. The purchase price to be paid by Southridge will be 90% of the lowest closing bid price during the Valuation Period. On the date of the Draw Down Notice is delivered to Southridge, we are required to deliver an estimated amount of shares to Southridge's brokerage account equal to 125% of the Draw Down Amount indicated in the Draw Down Notice divided by the closing bid price of the trading day immediately prior to the date of the Draw Down Notice ("Estimated Shares"). The Valuation Period will begin the first trading day after the Estimated Shares have been delivered to Southridge's brokerage account and have been cleared for trading and terminates on the tenth day thereafter. At the end of the Valuation Period, if the number of Estimated Shares delivered to Southridge is greater than the shares issuable pursuant to a Draw Down, then Southridge is required to return to us the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Draw Down. If the number of Estimated Shares is less the shares issuable under the Draw Down, then we are required to issue additional shares to Southridge equal to the difference; provided that the number of shares to be purchased by Southridge may not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by Southridge, would exceed 9.99% of our shares of common stock outstanding. As a result, our existing shareholders will experience immediate dilution upon the purchase of any of the shares by Southridge. If we fail to satisfy the applicable closing conditions, we will not be able to sell the put shares to Southridge.
There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.
There are circumstances under which we will not be entitled to put shares to Southridge, including the following:
? we will not be entitled to put shares to Southridge unless there is an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), to cover the resale of the shares by Southridge;
? we will not be entitled to put shares to Southridge unless our common stock continues to be quoted on the OTC-QB and has not been suspended from trading;
? we will not be entitled to put shares to Southridge if an injunction shall have been issued and remain in force against us, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Southridge;
? we will not be entitled to put shares to Southridge if we have not complied with our obligations and are otherwise in breach of or in default under, the Equity Credit Agreement, our registration rights agreement with Southridge (the "Registration Rights Agreement") or any other agreement executed in connection therewith with Southridge;
? we will not be entitled to put shares to Southridge to the extent that such shares would cause Southridge's beneficial ownership to exceed 9.99% of our outstanding shares; and
? we will not be entitled to put shares to Southridge if we take any of the following actions on any trading day after a Draw Down Notice is delivered:
(a) subdivide or combine shares of common stock;
(b) pay a dividend in shares of common stock or make any other distribution of shares of common stock, except for dividends paid with respect to any series of preferred stock authorized by us, whether existing now or in the future;
(c) issue any options or other rights to subscribe for or purchase shares of common stock other than pursuant to the Equity Credit Agreement, and other than options or stock grants issued or issuable to directors, officers and employees pursuant to a stock option program, whereby the price per share for which shares of common stock may at any time thereafter be issuable pursuant to such options or other rights shall be less than the closing bid price in effect immediately prior to such issuance;
(d) issue any securities convertible into or exchangeable for shares of common stock and the consideration per share for which shares of common stock may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the closing bid price in effect immediately prior to such issuance;
(e) issue shares of common stock otherwise than as provided in the foregoing subsections (a) through (d), at a price per share less, or for other consideration lower, than the closing bid price in effect immediately prior to such issuance, or without consideration; or
(f) make a distribution of our assets or evidences of indebtedness to the . . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 is incorporated by reference into this Item 3.02.
The Company is relying on an exemption from registration provided under Section 4(a)(2) of the Securities Act for the issuance of the Securities, which exemption the Company believes is available because the Securities were not offered pursuant to a general solicitation, and the status of the purchasers of the Securities as "accredited investors" as defined in Regulation D under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Form of Convertible Note Due November 25, 2015
10.1 Form of Securities Purchase Agreement by and among Westinghouse Solar,
Inc. and the Purchasers thereto, dated as of November 25, 2013.
10.2 Equity Credit Agreement dated November 25, 2013 between Andalay Solar,
Inc. and Southridge Partners II LP
10.3 Registration Rights Agreement dated November 25, 2013 between Andalay
Solar, Inc. and Southridge Partners II LP
Thanks Sludgehound.
Depends on structure of stock
When a beaten stock has fallen to gray market status then it can do anything it wants w/o filing, or vote, or announce.
As long as still on Nasdaq it is supposed to follow the standard reporting rules. Those that don't are going off Exchange soon. Canada or ADR don't need to follow any rules either.
Helps to look and see if stock has undergone any R/S and how did it handle filings then.
Then before they did the R/S they would have to File the DEF when they actually did the R/S?
My opinion is the 15-12g would have no effect on prior filings
E-ore. If a company files a PRE 14C and afterwards files a 15-12G are they still required to file once a R/S has taken effect?
or is there no way of telling.
DEOP $.03 warrant swap equity
Here it seems a larger than planned common exchanged for warrants.
"The current exchange offer reflects Fuse's ongoing efforts to reduce its market overhang."
8.5M becomes 13.1M I guess warrants get more shares reducing the pool outstanding but at cost to current common. Maybe Company thinks future baggers will be impressed? $0.02 area gets interesting make or break.
Form 8-K for FUSE SCIENCE, INC.
19-Nov-2013
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securi
Item 1.01. Entry Into a Material Definitive Agreement.
The disclosure set forth below under Item 3.02, Unregistered Sales of Equity Securities is hereby incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On November 18, 2013, we repurchased certain of our outstanding Series A Warrants (the "Series A Warrants") and Exchange Warrants (the "Exchange Warrants") from the holders thereof (the "Holders") through an exchange offer. The Series A Warrants were issued on March 7, 2013 pursuant to a Securities Purchase Agreement dated March 4, 2013, among the Company and certain investors and were scheduled to expire on March 7, 2018. The Exchange Warrants were issued in a private exchange offer completed on March 14, 2013 and were scheduled to expire on March 14, 2018. The current exchange offer reflects Fuse's ongoing efforts to reduce its market overhang.
Under Exchange Agreements entered into between the Company and the Holders, the Holders of Series A Warrants to purchase an aggregate of 4,323,199 shares of our common stock and Exchange Warrants to purchase an aggregate of 8,530,791 shares of our common stock agreed to exchange their Series A Warrants and/or their Exchange Warrants for an aggregate of 13,135,545 shares of our common stock (the "Exchange Shares").
The Exchange Shares are being issued to the Holders pursuant to the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.
Why it's called "toxic financing."
BRZG - Raised A/S to 10 billion and authorized a possible reverse split at up to 1 for 1000
"As of November 5, 2013 the Company is obligated to issue an aggregate of 4,796,391,073 shares of its Common Stock pursuant to certain convertible instruments. Below is a table which shows each instrument, the holder thereof, dates each instrument was issued, maturity date, number of shares issuable under each instrument as of November 5, 2013 based on the closing bid prices of our common stock, and the conversion terms of each instrument."
Looks like all shares will be converted at .0001
The table they refer to is here:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9619736
JAGGF.pk kind of a Canads Bk?
Think in Canada they refer to a Bk as an "arrangement". Statutory would mean following the legal method. Whatever it is a wipeout for shareholders thru the debt for equity. When they re-emerge there will still be some toxic hangover.
"current shareholders would have minimal or no continuing equity interest in the Company following the completion of the transaction. The transaction would be implemented through a statutory plan of arrangement."
JAG.TO 0.185 -0.0050
Jaguar Defers November Interest Payment Under 4.5% Convertible Notes
TSX: JAG
TORONTO , Nov. 1, 2013 /CNW/ - Jaguar Mining Inc. ("Jaguar" or the "Company") (JAG.TO) today announced that as a result of productive discussions with the ad hoc committee of holders ("Ad Hoc Committee") of its US$165,000,000 4.5% Senior Unsecured Convertible Notes due November 1, 2014 ("4.5% Convertible Notes") and US$103,500,000 5.5% Senior Unsecured Convertible Notes due March 31, 2016 (together with the 4.5% Convertible Notes, the "Convertible Notes") regarding a recapitalization and financing proposal, the Board of Directors of Jaguar has approved a non-binding term sheet outlining the terms of a recapitalization and financing transaction (the "Term Sheet").
The Term Sheet contemplates a transaction that would provide significant operating liquidity to the Company and its subsidiaries through new equity financing and that would significantly reduce the leverage on the Company's balance sheet through a debt-for-equity exchange with holders of the Convertible Notes. As a result of this new equity financing and debt-for-equity exchange, current shareholders would have minimal or no continuing equity interest in the Company following the completion of the transaction. The transaction would be implemented through a statutory plan of arrangement. Further details on the recapitalization and refinancing transaction will be made available as definitive documentation is finalized.
Management and the Board of Directors are optimistic that the transaction contemplated by the Term Sheet will progress quickly to completion in the near future. However, the transaction may be subject to governmental, court, regulatory, shareholder and third party approvals, as applicable, as well as satisfaction or waiver of all the conditions to be set out in the definitive documentation. The Company can give no assurances that the transaction will be completed on the terms set out in the Term Sheet or at all.
In connection with the decision to approve the Term Sheet, Jaguar has elected to defer the semi-annual interest payment due November 1, 2013 on the 4.5% Convertible Notes. The Ad Hoc Committee, which represents a majority of the Convertible Notes, is supportive of the Company's decision to defer this payment at this time. As of September 30, 2013 , with a cash balance of US$18 million , the Company has sufficient funds to support in the normal course its ongoing operations in the near term.
The indenture, dated September 15, 2009 (the "Indenture"), among the Company, The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada , as co-trustee, governing the 4.5% Convertible Notes provide a 30-day grace period for payment of interest. Non-payment of interest will not cause an Event of Default under the Indenture unless that interest remains unpaid at the conclusion of the 30 day grace period. During the 30 day grace period Jaguar will seek to finalize definitive documentation for the recapitalization and financing transaction described in the Term Sheet, which Jaguar believes is in the best interests of the Company and beneficial to all stakeholders.
Regarding these current events, David Petroff , President and CEO of Jaguar commented, "The Company continues to be focused on making significant operational and business improvements and the restructuring of its finances is another step towards the Company's overall operating and financial goals. We appreciate the Ad Hoc Committee working with Jaguar to facilitate a mutually agreeable transaction that allows the Company to move forward with our business plan consistent with our strategic vision and in partnership with our customers, operations and employees."
Canaccord Genuity is acting as Financial Advisor and Norton Rose Fulbright Canada LLP is acting as Legal Advisor to the Company. Houlihan Lokey is acting as Financial Advisor and Goodmans LLP is acting as Legal Advisor to the Ad Hoc Committee.
Forward-Looking Statements
Certain statements in this press release constitute "Forward-Looking Statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. These Forward-Looking Statements include, but are not limited to, statements concerning the Company's future financial condition and expectations with respect to liquidity. Forward-Looking Statements can be identified by the use of words, such as "are expected", "is forecast", "is targeted", "approximately" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved. Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance to be materially different from any future results or performance expressed or implied by the Forward-Looking Statements.
These risks and factors relating to Jaguar include, but are not limited to, our level of indebtedness; our ability to make the November 1, 2013 interest payment on the Convertible Notes by December 1, 2013 ; our refinancing and restructuring plans; our ability to generate sufficient cash flow from operations or obtain adequate financing to fund our capital expenditures and meet working capital needs; the volatility of our stock price, and the ability of our common stock to remain listed and traded on the TSX; our ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of our current liquidity situation; the volatility of gold prices; a continuation of depressed gold prices; regulatory and environmental risks associated with exploration, drilling and production activities; the adverse effects of changes in applicable tax, mining and environmental and other regulatory legislation; the risks of conducting operations in Brazil and the impact of pricing differentials, fluctuations in foreign currency exchange rates and political developments on the financial results of our operations.
These Forward-Looking Statements represent the Company's views as of the date of this press release. The Company anticipates that subsequent events and developments may cause the Company's views to change. The Company does not undertake to update any forward-looking statements, either written or oral, that may be made from time to time by or on behalf of the Company subsequent to the date of this discussion except as required by law. For a discussion of important factors affecting the Company, including fluctuations in the price of gold and exchange rates, uncertainty in the calculation of mineral resources, competition, uncertainty concerning geological conditions and governmental regulations and assumptions underlying the Company's forward-looking statements, see the "CAUTIONARY NOTE" regarding forward-looking statements and "RISK FACTORS" in the Company's Annual Information Form for the year ended December 31, 2012 filed on SEDAR and available at http://www.sedar.com and the Company's Annual Report on Form 40-F for the year ended December 31, 2012 filed with the United States Securities and Exchange Commission and available at www.sec.gov.
About Jaguar Mining Inc.
Jaguar is a junior gold producer in Brazil with operations in a prolific greenstone belt in the state of Minas Gerais and owns the Gurupi Project in Northeastern Brazil in the state of Maranhão. The Company also owns additional mineral resources at its approximate 210,000-hectare land base in Brazil . Additional information is available on the Company's website at www.jaguarmining.com.
ANCV - .05 x .51. From today's 8k
"Item 3.02 Unregistered Sales of Equity Securities.
On October 18, 2013, we completed a shares-for-debt private placement with 10 individuals involving the sale of an aggregate of 80,634,500 shares of our common stock at a subscription price of $0.002 per share, in settlement of an aggregate of $161,269 owed by us to the shares-for-debt purchasers.
With respect to such issuance of shares of our common stock in connection with the private placement described above, we relied on the exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"), provided by Regulation S, based on representations and warranties provided by the purchasers of the shares in their respective subscription agreements entered into between each purchaser and us.
"
HYSR as per DEF 14A
Shareholder meeting Proxy 10/10/13 meeting on 11/15/13
We anticipate that as of the record date, 203,087,091 shares of our common stock will be issued and outstanding. (today 10/11/13)
Increase A/S
"To approve Amended Certificate of Incorporation to (i) increase the Company’s authorized shares of common stock from 500,000,000 to 1,000,000,000, and (ii) authorize 5,000,000 shares of blank-check preferred stock;"
http://www.sec.gov/Archives/edgar/data/1481028/000121390013005648/def14a1013_hypersolar.htm
WEST direct obligation against assets
2-Oct-2013 14:25 pm ET Yanoo
Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2013, Andalay Solar, Inc., a Delaware corporation (the "Company") (formerly Westinghouse Solar, Inc.) entered into a loan and security agreement ("Agreement") with Alpha Capital Anstalt (the "Lender") and Collateral Services, LLC (the "Collateral Agent") pursuant to which the Lender will provide financing, on a discretionary basis, for one year, against the Company's, accounts receivable and inventory. The maximum amount that can be borrowed under the Agreement is $500,000. The Company has the right to borrow against its accounts receivable at the rate of 80% of the Net Face Amount of Prime Accounts (as defined in the Agreement) not in excess of $200,000, 50% of the Current Market Cost (as defined in the Agreement) of raw materials that constitute Eligible Inventory (as defined in the Agreement), 65% of Current Market Cost of finished goods that constitute Eligible Inventory and 95% of cash in a blocked account, but not in the aggregate amount in excess of $300,000. The advances are secured by a lien on all of the assets of the Company. As required by the Agreement, the Company intends to enter into a deposit account control agreement with the Collateral Agent and the Company's bank. All advances under the Agreement bear interest at a per annum rate of 12% and monthly interest shall be a minimum of $500. At the time of initial funding the Company paid a loan fee of 50 shares of its Series D Preferred Shares to the Lender, in addition to other payments for legal fees of the Lender. In addition, the Company paid the collateral agent an initial fee of $5,000 and has agreed to pay an administrative fee to the collateral agent of 0.5% per month of the daily balance during the preceding month or $500 whichever is less. In the event that of a prepayment, the Company is obligated to pay to the Lender a prepayment fee in an amount equal to one percent (0.5%) of $500,000.
The Agreement contains both affirmative and negative covenants, subject to materiality and other qualifications and exceptions customary for a credit facility of this size and type. The Company's obligations under the Agreement may be accelerated upon the occurrence of an event of default in accordance with the terms of the Agreement, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties, cross-defaults related to material indebtedness, bankruptcy and insolvency related defaults, defaults relating to certain other matters, and loss of perfected lien status.
On September 30, 2013, the Company requested and received an initial borrowing under the Agreement totaling $350,000.
A copy of the form of the Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing is not a complete summary of the terms of the offering, the Agreement, described in this Item 1.01, and reference is made to the complete text of the Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided above in Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 is incorporated by reference into this Item 3.02.
The Company is relying on an exemption from registration provided under Section 4(a)(2) of the Securities Act for the issuance of the Securities, which exemption the Company believes is available because the Securities were not offered pursuant to a general solicitation, and the status of the purchasers of the Securities as "accredited investors" as defined in Regulation D under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Form of Loan and Security Agreement by and among the Company, Alpha
Capital Anstalt and Collateral Services, LLC dated as of September 30,
4.1 2013.
GHSE - Bankruptcy. "WILMINGTON, Del. , Sept. 27, 2013 /PRNewswire/ -- GateHouse Media, Inc. (OTC: GHSE) and certain of its subsidiaries (collectively, "GateHouse"), comprising one of the largest publishers of locally based print and online media in the United States , have commenced voluntary chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the District of Delaware ...Pension, trade and all other unsecured creditors of GateHouse would not be impaired under the prepackaged plan, and their votes were not solicited. GateHouse's common stock would be canceled under the plan"
http://www.otcmarkets.com/stock/GHSE/news
VLNCQ - "holders of pre-petition equity interests in the Debtor, including, without limitation, any shares of the Debtor’s preferred stock, common stock, and any option, warrant or right to acquire any ownership interest in the Debtor, will receive no distribution, and (v) all pre-petition equity interests in the Debtor will be canceled on the effective date of the Amended Plan."
http://archive.fast-edgar.com/20130926/AabH-pNnbxrFu-skX-qVq-a-jR-ym-k-2/
OPXA converts Converts to Common $1.91
Opexa Announces Conversion of all Convertible Secured Promissory Notes into Common Stock
Last update: 9/25/2013 6:00:01 AM
THE WOODLANDS, Texas, Sep 25, 2013 (BUSINESS WIRE) -- Opexa Therapeutics, Inc. (OPXA), a biotechnology company developing Tcelna(R), a patient-specific T-cell immunotherapy for the treatment of multiple sclerosis (MS), today announced the conversion of the Company's outstanding 12% convertible secured promissory notes into shares of common stock. Notes in the aggregate principal amount of $3.185 million plus accrued interest were converted into an aggregate of 1,714,697 shares of Opexa common stock on September 24, 2013 at a conversion price of $1.91, which represented the most recent closing market price of Opexa's common stock at the time of conversion. Opexa intends to file a Form S-3 registration statement with the Securities and Exchange Commission to register the common stock.
The conversion of the notes also triggered the release of $500,000 of restricted cash to Opexa that has been held in a controlled account, as well as the release of the security interest in all other assets of Opexa.
"Through the conversion of these notes, the Company is now debt-free and has strengthened its balance sheet considerably," commented Neil K. Warma, President and Chief Executive Officer of Opexa. "Importantly, this transaction enables us to preserve cash for the continued funding of our ongoing Abili-T clinical trial in patients with Secondary Progressive Multiple Sclerosis."
About Opexa
Opexa's mission is to lead the field of Precision Immunotherapy(TM) by aligning the interests of patients, employees and shareholders. The Company's leading therapy candidate, Tcelna(R), is a personalized T-cell immunotherapy currently in a Phase IIb clinical development program (the "Abili-T" trial) for the treatment of Secondary Progressive Multiple Sclerosis. Tcelna is derived from T-cells isolated from the patient's peripheral blood, expanded ex vivo, and reintroduced into the patients via subcutaneous injections. This process triggers a potent immune response against specific subsets of autoreactive T-cells known to attack myelin.
About Multiple Sclerosis (MS)
Multiple Sclerosis is a chronic, inflammatory condition of the central nervous system and is the most common, non-traumatic, disabling neurological disease in young adults. It is estimated that approximately two million people have MS worldwide.
While symptoms can vary, the most common symptoms of MS include blurred vision, numbness or tingling in the limbs and problems with strength and coordination. The relapsing forms of MS are the most common. The Secondary Progressive form of MS represents about a third of the MS patient population.
For more information visit the Opexa Therapeutics website at .
About Tcelna(R)
Tcelna is a potential personalized therapy that is under development to be specifically tailored to each patient's disease profile. Tcelna is manufactured using ImmPath(TM), Opexa's proprietary method for the production of a patient-specific T-cell immunotherapy, which encompasses the collection of blood from the MS patient, isolation of peripheral blood mononuclear cells, generation of an autologous pool of myelin-reactive T-cells (MRTCs) raised against selected peptides from myelin basic protein (MBP), myelin oligodendrocyte glycoprotein (MOG) and proteolipid protein (PLP), and the return of these expanded, irradiated T-cells back to the patient. These attenuated T-cells are reintroduced into the patient via subcutaneous injection to trigger a therapeutic immune system response.
Opexa is currently conducting a Phase IIb study of Tcelna. Named "Abili-T," the trial is a randomized, double-blind, placebo-controlled clinical study in patients who demonstrate evidence of disease progression with or without associated relapses. The trial is expected to enroll 180 patients at approximately 30 leading clinical sites in the U.S. and Canada with each patient receiving two annual courses of Tcelna treatment consisting of five subcutaneous injections per year. The trial's primary efficacy outcome is the percentage of brain volume change (atrophy) at 24 months. Study investigators will also measure several important secondary outcomes commonly associated with MS, including disease progression as measured by the Expanded Disability Status Scale (EDSS), annualized relapse rate and changes in disability as measured by EDSS and the MS Functional Composite.
FFNT BK Chpt 11 & Notes arrangement
FriendFinder Networks Reaches Agreement with Noteholders to Strengthen Balance Sheet
Last update: 9/17/2013 7:30:00 AM
-- Significant Majority of Noteholders Sign Transaction Support Agreement -- Company Files Voluntary Chapter 11 Petitions to Implement Agreement -- Operations Expected to Continue as Normal Throughout Chapter 11 -- No Impact on Customers or Affiliates -- Reorganization Expected to Strengthen Balance Sheet and Grow Flagship Brands
SUNNYVALE, Calif., Sept. 17, 2013 /PRNewswire via COMTEX/ -- FriendFinder Networks Inc. (otcqb:FFNT), a leading internet and technology company providing services in the social networking and web-based video sharing markets, announced today that it has reached an agreement with key stakeholders on the terms of a plan to strengthen its balance sheet and grow its flagship brands.
"The agreement with the overwhelming majority of our noteholders will allow FriendFinder Networks to refinance our long-term debt, permit us to reinvest in our business, and position some of the strongest brands in the market for additional growth," said Anthony Previte, Chief Executive Officer of FriendFinder Networks. "The agreement comes at a time when our flagship brands are continuing to perform well and the operational efficiencies we previously put in place are taking hold."
Entities holding more than 80% in principal amount outstanding of both the 14% Senior Secured Notes due 2013 and the 11.5% Non-Cash Pay Secured Notes due 2014 signed the Transaction Support Agreement. The holders of 100% of the 14% Cash Pay Secured Notes due 2013 and the Company's largest shareholders have also agreed to support the transaction under a separate agreement. The transaction contemplates that the 14% Senior Secured Notes due 2013 will be exchanged for new notes in the same principal amount, plus certain additional consideration in the form of cash or notes. Holders of the 11.5% Non-Cash Pay Secured Notes due 2014 and 14% Cash Pay Secured Notes due 2013 will receive substantially all of the new common stock to be issued by reorganized FriendFinder Networks, plus cash consideration subject to certain conditions. The Company's current common stock will be extinguished once the agreement becomes effective and will no longer trade on the open market.
The plan is expected to reduce the Company's annual interest expense by over $50 million, eliminate approximately $300 million of secured debt, and return control of the Company to the FriendFinder Networks founders.
In order to facilitate the transaction, the Company and certain of its U.S. subsidiaries today filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. The Company expects to file a Plan of Reorganization and Disclosure Statement, containing the terms of the Transaction Support Agreement, this month. The Transaction Support Agreement contemplates that the Plan of Reorganization will become effective by no later than January 31, 2014.
"The Chapter 11 filing is the most efficient and cost-effective way for the Company to implement the Transaction Support Agreement while continuing to operate our business," Mr. Previte said. "All operations will continue as normal throughout this process. Importantly, nothing about the user experience is going to change and we anticipate that all of our affiliates will continue to be paid in the ordinary course of business during the Chapter 11 process."
The Company's secured noteholders have also consented to the use of cash collateral to support operations throughout the Chapter 11 process subject to certain conditions. The Company believes it will have access to sufficient cash under the consensual cash collateral arrangement during the pendency of the bankruptcy cases and therefore does not anticipate a need for debtor-in-possession financing. Additionally, the Company intends to continue paying vendors in full for all goods and services provided during the Chapter 11 process. The plan contemplates unsecured creditors, including vendors, will be paid in full in cash once the plan becomes effective.
The Company has already filed a variety of customary first-day motions with the Bankruptcy Court, including requests to continue paying employee wages and benefits without interruption. FriendFinder Networks is being advised by the law firm of Greenberg Traurig LLP and financial advisor SSG Capital Advisors, LLC.
ABOUT FRIENDFINDER NETWORKS INC.
FriendFinder Networks Inc. () is an Internet-based social networking and technology company operating several of the most heavily visited websites in the world, including FriendFinder.com, Amigos.com, AsiaFriendFinder.com, BigChurch.com and SeniorFriendFinder.com. FriendFinder Networks Inc. also produces and distributes original pictorial and video content and engages in brand licensing.
Media Contacts:
Lindsay TriventoDirector, Corporate Communications - FriendFinder Networks Inc.561.912.7010 or ltrivento@ffn.com
Tom Becker Sitrick And CompanyOffice: 212.573.6100 or tom_becker@sitrick.comCell: 646.335.5188
Lance IgnonSitrick And CompanyOffice: 415.369.8443 or lance_ignon@sitrick.comCell: 415.793.8851
SOURCE FriendFinder Networks Inc.
Copyright (C) 2013 PR Newswire. All rights reserved
P doing secondary 14M to 16.1M shares
Pandora Sticks It To Holders With Secondary Offering
24/7 Wall St.By Jon C. Ogg | 24/7 Wall St. – 6 hours ago.
Pandora Media Inc. (NYSE:P) is supposed to be under a brand new Chief Executive officer, and we noted recently about waves and waves of insider selling. Now we are getting word that Pandora plans to increase its float with a secondary stock offering.
The online radio and music giant has now announced that it plans to commence an underwritten public offering of 10,000,000 shares of the company's common stock under an effective registration statement. To make matters worse, an additional 4,000,000 shares of common stock will be sold by existing holders. Pandora even allocated up to an additional 2,100,000 shares to cover possible over-allotments for the offering if needed.
The use of proceeds is for general corporate purposes, which is said to include working capital and capital spending. The company also said that it reserves the right to use a portion of the net proceeds for potential acquisitions of businesses and products or technologies, while claiming that it has no current agreements or plans for such a deal.
Pandora's offering group is rather large as you might expect. The bookrunners include J.P. Morgan and Morgan Stanley. Co-managers include Wells Fargo Securities, BofA Merrill Lynch, BMO Capital Markets, Canaccord Genuity, Needham & Company, Pacific Crest Securities, Piper Jaffray and William Blair.
We would point out that Pandora's shares closed up at $23.99 on Monday against a 52-week range of $7.08 to $24.43. Its market cap is now $4.2 billion before the effects of any of this offering.
QTWW Convert note $11M
Lot of these in past, dips usually before recovers.
Quantum Technologies Signs Definitive Agreements for $11.0 Million Private Placement of Convertible Notes and Warrants
Last update: 9/16/2013 9:00:00 AM
LAKE FOREST, Calif., Sept. 16, 2013 /PRNewswire via COMTEX/ -- Quantum Fuel Systems Technologies Worldwide, Inc. (QTWW) (the "Company"), a global leader in natural gas storage systems, integration and vehicle system technologies, announced today that it has entered into definitive agreements with certain accredited investors for a private placement of 2% senior secured convertible notes in the cumulative principal amount of $11.0 million and warrants (the "Offering"). Mr. Kevin Douglas of Larkspur, California, led the transaction with an investment of $10.0 million. The terms of the offering satisfy the requirements of NASDAQ to be considered an above market value transaction and as such, members of the Company's management team and board of directors also participated in the offering, including W. Brian Olson, the Company's Chief Executive Officer and Bradley Timon, the Company's Chief Financial Officer. The closing of the Offering is expected to occur on or around September 18, 2013. The Company will use approximately $7.3 million of the proceeds to retire bridge debt that matures over the next 45 days. The remainder will be used for general working capital. Craig-Hallum Capital Group LLC acted as the Company's placement agent.
The principal and interest due under the notes is payable on the fifth anniversary of the closing, subject to the investors' put right that may be exercised during the thirty day period following the third anniversary of the closing. Subject to certain beneficial ownership limitations, the notes are convertible at any time into shares of the Company's common stock at a conversion price per share of $2.3824, which represents a 3.6% premium to the previous closing price for a share of the Company's common stock. The notes are secured by a second lien position on substantially all of the assets of the Company's continuing operations.
The investors received warrants to purchase up to 3,411,235 shares of the Company's common stock at an exercise price of $2.30 per share. The warrants cannot be exercised for six months following the closing and expire in March 2019.
Pursuant to the terms of the definitive agreements, Mr. Douglas was given the right to appoint one individual to serve on the Company's board of directors for as long as any of the convertible notes remain outstanding.
The full terms of the transaction will be filed with the Securities and Exchange Commission in a Current Report on Form 8-K on or around September 17, 2013.
The securities are being offered and sold solely to accredited investors on a private placement basis. The Company has agreed to file a registration statement covering resales of the shares underlying the notes and warrants within 90 days following the closing.
This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any state or jurisdiction.
NSPH further share sale $100M no price
NSPH announced further $100M in share sale. 58M OS. Down ah 1.90 -.11 w/ YL 1.72 Watcher.
ah bid 1.77 so smell 1.75 then maybe recovery BUT need to see what they price the $100M worth of shares. Might price anywhere from 1.50 to 1.75 Usually these get priced before am open. Good entry 10% below what they price it al? If they really hate it a ST wash out 20% below then pop it.
PLUG shelf reg no size yet
Hasn't reacted well in past after these announced esp following a short run up. Staying tuned.
Plug Power Inc. Announces Public Offering of Common Stock
PLUG 0.676 -0.084 16:01 ET
Plug Power Inc. Announces Public Offering of Common Stock
LATHAM, N.Y., Sept. 10, 2013 (GLOBE NEWSWIRE) -- Plug Power Inc. (PLUG), a leader in providing clean, reliable energy solutions, today announced that it intends to offer shares of its common stock in an underwritten public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Cowen and Company, LLC is acting as the sole underwriter for the offering.
All of the securities in the offering are to be sold by Plug Power. Plug Power intends to use the net proceeds of the offering for general corporate purposes, which may include capital expenditures.
The securities described above are being offered by Plug Power pursuant to a shelf registration statement on Form S-3 (No. 333-173268) including a base prospectus, previously filed and declared effective by the Securities and Exchange Commission (SEC). The securities may be offered only by means of a prospectus. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the preliminary prospectus supplement, when available, also may be obtained from Cowen and Company, LLC (c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, Phone: 631-274-2806, Fax: 631-254-7140). Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents Plug Power has filed or will file with the SEC for more complete information about Plug Power and the offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Plug Power Inc.
The architects of modern fuel cell technology, Plug Power is revolutionizing the industry with cost-effective power solutions that increase productivity, lower operating costs and reduce carbon footprints. Long-standing relationships with industry leaders forged the path for Plug Power's key accounts, including Walmart, Sysco, P&G and Mercedes. With more than 4,000 GenDrive units deployed to material handling customers, accumulating over 12 million hours of runtime, Plug Power manufactures tomorrow's incumbent power solutions today. Additional information about Plug Power is available at www.plugpower.com.
LIME ah 0.31 -0.31 may dilute
Interesting piece on this highly flawed N.C. energy- utility that may need further dilution to meet $1 Nasdaq.
It may have some cash flow to get them by or goes toxic. Question is whether market is pricing in that dilution.
Illustrates the power toxic action has, and the risks.
http://seekingalpha.com/article/1651302-lime-energys-long-dark-year-of-the-soul?source=marketwatch
Lime may need to raise more capital in another dilutive offering before it can fund its operations internally. While Lime’s utility business has had significant success in terms of recognition and acquiring new customers, there is a lag between the initiation of a new utility program and when it begins to generate cash for the company.
This a heads up board for posting recent PRE/DEF-14C REGDEX SB-2 Form 1-E / 2-E S-1 / S-2 / S-3 424B1 424B3 S-8 and EFFECT filings.
If you have any questions with regard to toxic financing, or about any of the filings we post, please don't hesitate to ask your questions here. This is an educational board as well as a central location to DD OTCBB and pinksheets that file with the SEC.
This page allows you to search the full text of EDGAR filings from the last two years. The full text of a filing includes all data in the filing as well as all attachments to the filing. http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp
Check out Firefly by Yorick. It's a math based application that reads SEC filings and then scores toxicity based on keywords.
http://getfirefly.net/FireflyDocAnalysis.msi
TOXIC CHARTS that correspond to the filings on this board can be found here for easy visualization of how close the dilution is to being spent. http://www.investorshub.com/boards/board.asp?board_id=6016
Definitions
PRE 14C All preliminary information statements, excluding, mergers, contested solicitations and special meetings.
DEF 14C All types of definitive statements, excluding: mergers or acquisitions, contested solicitations and special meetings.
Reg D Companies selling securities in reliance on a Regulation D exemption or a Section 4(6) exemption from the registration provisions of the '33 Act must file a Form D as notice of such a sale. The form must be filed no later than 15 days after the first sale. The exact form type is usually REGDEX, but may be a REG D-1 or similar.
SB-2 This form may be used by "small business issuers" to register securities to be sold for cash.
S-8 This form is used for the registration of securities to be offered to an issuer's employees pursuant to certain plans.
S-1 This is the basic registration form. It can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or political sub-divisions thereof.
1-E / 2-E Business development companies (BDC) can avail themselves of a more esoteric provision of the Securities Act – Regulation E, which provides an exemption from registration for securities issued by BDCs. In short, under Regulation E, a BDC may issue up to $5 million worth of securities a year without registration. Also under Regulation E, an individual may offer to sell up to $100,000 of securities in a BDC each year.
424B1, 2, 3, and 4 filings are final registration statements to register stock under previously filed SB-2 S-1 and S-2 filings, and they serve other purposes.
EFFECT filings are notice's of effectiveness of POS AM's and some S filings ie: S-1, SB-2. The EFFECT filing comes prior to the 424B3 filing we see when the shares enter the market.
A great post explaining form 144 Restricted Shares http://www.investorshub.com/boards/read_msg.asp?message_id=16889462
Handy Links
EDGAR http://www.sec.gov/edgar.shtml
Pink Sheets http://www.pinksheets.com/allreps.jsp
OTCBB http://www.otcbb.com/
Form 4 Filings http://www.secform4.com/index.php
Toxic Financing (They do still pop tho from time to time, just a heads up)
Cornell Capital http://www.cornellcapital.com/portfolio/Domestic_Transactions/index.asp?Section=3,0,0
Cornell Stocks This list is most likely not complete and subject to change obviously. If we missed one please drop us a line. Check this great updated Cornell list by jonesieatl (much appreciated!) http://www.investorshub.com/boards/read_msg.asp?message_id=20078597 And his board here http://investorshub.advfn.com/boards/board.aspx?board_id=9964 a must read!
ACCP ADBN ADVC ADXS AHN AMWW AOTL AVR BSIO CAAS CBAI CBMX CKYE CIRT CNR CSCE CSN CTIB CWTD CYOS DPFD EBOF EMGC ERTH EVSNF EYII EZTO FCPG FDEI FMDAY FNGC GCOG GSCR GSHF HDY HLEG HMSC HRUM IESV IGPG IMNR ISON IVHG IVME IVOT JAGH KNOS KWBT LBTS MGOA MKBY MOBL MSSI MYMX NEOM NFBH NGNM NWGN PSED PVCT PWTC RMLX ROBO SMTR SNRN SPEX SSWC SVMI SWME SYCI TPLM TREN TRNP TTP TYRIA WFYW WGAT WNWG XHUA XSNX YTHK ZNNC
VFIN http://www.vfinance.com/home.asp?ToolPage=inst_complete.asp&ab=pub
Dutchess http://www.dutchessadvisors.com/home.php
Laurus Funds http://www.laurusfunds.com/investments_lobby.asp
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |
Subscribe to Ad free and enjoy an ad-free experience
Try Now
Keep the Ads