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I don't know how you got that from my conclusion
Sure, deficit is the difference cash inflows and outflows or in this case loss. That means the company has lost 32 million over time. I would have to do some digging around to find out where the deficit is coming from but it's all verifiable in the form 10
Your right. I went back and read law 421 and it's the receiving country that get abided by. Once the lock-up ends, you know exactly what's coming next ;)
" (ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchaser’s common stock, valued at US$1.00 per share: It is the intention of the parties that the stock amount will be used by Rontan to repay institutional debt outstanding as of the closing date. ""
Why is this so hard for you people to ingest? are you so protective of your stock that you lose the sight of the people that you may effect in the long run?
Alright we got ourselves a bet
I would tell how how a rollover is advantageous because you can actually receive credit but you would just see through that too right?.....
What's transparent is the facts I lay out in front of you. Who are you trying to kid?
Yeah that's to avoid taxes. There is still debt
I never said it differently than that. That trade debt of 13m, however, does have to be handled first off though. Its called Foreign debt. Its the law
Actually I'm going to change my mind, I feel the Christmas miracle... I say he makes the date this time
But this one is a date set and stone... Let's play a game that can solve the consensus of whether Ed is a liar or not. My bet is he misses
Hope you get the point by now ;)
right. they have to pay off that 13m before the company can be acquired, or in other words, Rontan is not actually acquired until they pay the 13m that Rontan owes. after that they can pay off the other 39m of Rotan's debt over time
That's saying that they have to cover all of Rotan's credit line which is the most important line. The 13m is their trade debt or in other words, the amount of money they owe in their country before they can be acquired by an international company
The purchase price shall consist of a cash amount, a stock amount and an earn-out amount as follows: (i) Brazilian Real (“R”) $100 million (approximately US$26 million) to be paid by the Purchaser in equal monthly installments over a period of forty eight (48) months following the closing date; (ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchaser’s common stock, valued at US$1.00 per share; and (iii) an earn-out payable within ten business days following receipt by the Purchaser of Rontan’s audited financial statements for the 12-months ended December 31, 2017, 2018 and 2019. The earn-out shall be equal to the product of (i) Rontan’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the last 12 months, and (ii) twenty percent and is contingent upon Rontan’s EBITDA results for any earn-out period being at least 125% of Rontan’s EBITDA for the 12-months ended December 31, 2015. It is the intention of the parties that the stock amount will be used by Rontan to repay institutional debt outstanding as of the closing date.
e.) The maintenance of all of Rontan’s bank credit lines in the maximum amount of R$200 million (approximately US$52 million) under the same terms and conditions originally agreed with any such financial institutions, and the maintenance of all other types of funding arrangements. As of the date of the SPSA, Rontan’s financial institution debt consists of not more than R$200 million (approximately US$52 million), trade debt of not more than R$50 million (approximately US$13 million) and other fiscal contingencies of not more that R$95 million (approximately US$24.7 million);
Can't say that will be. I have things to do unfortunately
Lol ok scoobie. You said I didn't know what the terms of the convertible notes but I guess your logic works too
Of course not. Why would he care? He's trading public for a reason. You don't just decide to share your hard work with the world in hopes that they all get rich with you...He get the funds by converting shares and he gets them when he wants them
Just FYI. Fibonacci is the 38% 50% and 62% levels between the low and high. It's not just 9/24=.038. You should never use Fibonacci on a stock that's setting new lows
During the quarter ended September 30, 2015, Surna, Inc. (the “Company”) entered into seven financing agreements with four different accredited investors (each a “Purchaser” and together, “Purchasers”) totaling $1,175,400 and consisting of five securities purchase agreements, including both convertible notes (each a “Convertible Note”) and warrants (“Warrants”) to purchase shares of the Company’s common stock (the “Common Stock”), and two secured promissory notes (each a “Secured Note”) as follows:
Securities Purchase Agreements:
In July 2015, the Company entered into securities purchase agreements with two Purchasers, pursuant to which the Company sold and the Purchasers purchased, an 11% Convertible Note in the original principal amount of $106,000 and a 10% Convertible Note in the original principal amount of $165,000, with an aggregate original issue discount of $21,000 and Warrants to purchase up to an aggregate of 875,000 shares of the Company’s common stock, subject to adjustment as applicable (the “Common Stock”), for aggregate cash proceeds of $250,000.
In September 2015, the Company entered into three additional securities purchase agreements with the prior Purchasers and a third Purchaser, pursuant to which the Company sold and the Purchasers purchased 10% Convertible Notes in the aggregate original principal amount of $440,000, with an aggregate original issue discount of $40,000, and Warrants to purchase up to an aggregate of 1,750,000 shares of the Company’s common stock, subject to adjustment , for aggregate cash proceeds equal to $400,000.
The Convertible Notes incur a 10% or 11% interest charge on the Issuance Date and mature one year after the Issuance Date (the “Maturity Date”). Beginning two months after the Issuance Date, the holders of the Convertible Notes may convert the outstanding balance into shares of Common Stock at a conversion price equal to 80% of the lowest trade occurring during the 15 consecutive trading days immediately preceding the conversion date (the “Conversion Price”). However, if the Conversion Price is less than $0.05 (the “Floor Price”), then the Company, at its option, may elect to complete the conversion at the Conversion Price, or to complete the conversion at the Floor Price and to pay in cash the economic value of the discount. Within 90 days of the Issuance Date, the Company may prepay the Convertible Notes in cash at 125% of the outstanding balance. After 90 days since the Issuance Date, the Company may not prepay the Convertible Notes in whole or in part prior to the Maturity Date.
In accordance with the terms of the Convertible Notes, so long as the Convertible Notes are outstanding, upon any issuance by the Company of any similar security with any term more favorable than the terms in the Convertible Notes, including but not limited to conversion discounts, conversion lookback periods, interest rates, and warrant coverage, then the Holders will have the option to incorporate such favorable terms into the Convertible Notes.
The Convertible Notes include events of default, including, among other things, nonpayment of principal, interest, or fees, default under other debt or contractual obligations of the Company or any of its subsidiaries, failure to issue shares of Common Stock in accordance with the terms of the Notes, bankruptcy and insolvency events, or the Common Stock is suspended or delisted for quotation on the OTCQB marketplace. Following an event of default, the outstanding balance of the Convertible Notes will automatically increase to one hundred and twenty percent of such outstanding balance prior to the event of default without any notice from the holders.
The Warrants are exercisable at $0.25 per share (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) (the “Exercise Price”) upon issuance and until the last calendar day of the month marking the five year anniversary of the Issuance Date (July 31, 2020 and September 30, 2020). Pursuant to the terms of the Warrants, so long as the Warrants are outstanding, if the Company issues or sells any shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock, excluding shares of Common Stock issuable under Company equity incentive plans ( “Common Stock Equivalents”), pursuant to which shares may be acquired at a price less than the Exercise Price (such lower price the “Base Price”), the Exercise Price shall be reduced to equal the Base Price. However, no such adjustments shall be made in respect of an issuance of securities that is exempt under the 1933 Act.
Subject to limited exceptions, holders of the Convertible Notes and Warrants will not have the right to convert or exercise any portion of the Convertible Notes or Warrants, respectively, if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion or exercise, as applicable (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.
Secured Promissory Notes:
In July and September 2015, the Company issued two Secured Notes to a fourth Purchaser in the aggregate original principal amount of $464,400 with an aggregate discount of $34,400, for the purpose of financing raw materials and inventory. The Secured Notes have a term of five months, carry an interest charge of two percent (2%) per month on the outstanding balance and can be prepaid in whole or part without penalty. The Secured Notes are secured by a Purchase Money Security Interest in: (i) inventory purchased or assembled using the proceeds from the Secured Note and (ii) accounts receivable on sales thereof (including, for the Secured Note issued in September, an assignment of a balance due from a customer purchasing a portion of the inventory). Additionally, the Company has reserved 8,000,000 shares of its Common Stock as tertiary security for the Notes. All or a portion of the reserved shares would be available to the Purchaser to satisfy a default by the Company. As of October 2, 2015, the Company had not yet received the $210,000 to which it is entitled under the September Secured Note.
As previously reported in the Company’s Quarterly Report on Form 10-Q filed on August 14, 2015, for the period July 1, 2015 through August 13, 2015, the Company had received notices requesting it to issue an aggregate of 10,944,256 shares of its Common Stock to various holders of its outstanding Series 1 Convertible Notes representing $526,783 in principal and $61,196 in interest. Subsequent to August 13, 2015, the Company received notice from the remaining note holders requesting conversion of their notes. As a result of notices for conversions, the company will retire the entire principal balance amount of $1,336,783 and $137,678 in accrued interest effective as of September 30, 2015. A total of 25,169,786 shares of the Company’s Common Stock will have been issued with respect to the conversion of the entire principal and related accrued interest, of which 7,646,981 have yet to be issued and are not included in the shares of Common Stock issued and outstanding below.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. As of the date of this Current Report on Form 8-K, the Company has 115,006,109 shares of Common Stock issued and outstanding
Probably. I'm more interested in the convertible notes though
Not sure what your so upset about? If I am wrong, I welcome you to prove it to me. Seriously, I am all ears but make it sensible. Leave the emotions at rest
No kidding lol
Your right about that $1 mark. I'm sure an A/S will come but regardless of the price, the amount of money that shareholders will have to cover from convertibles will have to be that $13m from the agreement to pay off the institutional debt
I'm not bashing I'm being realistic. Why is it that people are so quick to call names when someone says something objective? Like it or not, you can always try and prove me wrong
Once again, it was written that rontan will dilute shares until their institutional debt is paid off. The own 13m in debt.... It is all in the 8k
Ummm... Is the dilution not obvious to you?
Yeah smart investors will let the dilution run its course. This stock isn't a terrible one but one thing is for certain, it is not ready yet
Gotta admit though, it would be crazy to see. If I see that kind of progress I have a hefty bag of money for Ed to gobble up
Finally an objective post! That is exactly the problem. The agreement states that the intention is to dilute shares in order to pay off previous institutional debt and the pay for the deal to proceed. That's a lot of debt and it is expected that there will be a lot of dilution as a result. It's all in writing so I can post the "fact" stamp on it
I am realistic
The purchase price shall consist of a cash amount, a stock amount and an earn-out amount as follows: (i) Brazilian Real (“R”) $100 million (approximately US$26 million) to be paid by the Purchaser in equal monthly installments over a period of forty eight (48) months following the closing date; (ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchaser’s common stock, valued at US$1.00 per share; and (iii) an earn-out payable within ten business days following receipt by the Purchaser of Rontan’s audited financial statements for the 12-months ended December 31, 2017, 2018 and 2019. The earn-out shall be equal to the product of (i) Rontan’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the last 12 months, and (ii) twenty percent and is contingent upon Rontan’s EBITDA results for any earn-out period being at least 125% of Rontan’s EBITDA for the 12-months ended December 31, 2015. It is the intention of the parties that the stock amount will be used by Rontan to repay institutional debt outstanding as of the closing date.
My favorite is the "MMs are crooks". lolzz
How is bashing any worse than pumping?
They could be bought out but it's not really too smart of a business plan to buy depleting resources. They would have to show that they can increase their BOPD yield first off. Luckily this stock has a small market cap so a buyout would be the best option. Unfortunately, you can be holding this for a while since the financials aren't the best and the company seems content with where they are at
That's how they should be. The oil business is a real roughneck industry
If you know about levels of support than you know that no floor means that their is no support outside of the daily chart other than going back to the 3m chart which isn't a very good resource. The fact that this broke the 10 cent level is not a good thing
31m deficit. Financials speak louder than any graph
Let them be. Some people fail to see objectivity and cannot be reasoned with
I wish I knew the answer to that but that is a very good question. All I know is that it states that form 10 that there will be dilution and there is 1.2m in debt plus the 200k interest. Normally, company's opt to pay the full debt in shares but that agreement is something I don't know. I'm sure if I dig through the 8k I can find some clues