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I don't feel so 'bad' for B. Fritz now:
(Like I ever did lol)
The Fritz's have been at this for a long time and in 2000 realized a substantial amount of money when NeoMedia bought the family business DayStar from Bill and Chas ... for $4,000,000.
This is worth reading , Bill , Chas and even JJ have been feeding at the NeoMedia trough for a long long time.
http://sec.edgar-online.com/2003/04/10/0001144204-03-001640/Section28.asp
"ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 2000, the Company purchased substantially all of the assets of DayStar Services, L.L.C., a Tennessee limited liability company ("DayStar"). The assets consisted of DayStar's rights under a license agreement between DayStar and the Company dated June 30, 1999, for the Company's NeoLink Information Server ("NeoLink") and DayStar's rights under an Agent Agreement between DayStar and the Company dated June 30, 1999, for NeoLink. The assets purchased also included all of DayStar's software and hardware and source codes used in the operation of the DayStar website and existing customer/vendor relationships. The purchase price for the assets was $4,000,000; $3,520,000 paid through the transfer of shares of NeoMedia's Common Stock and $480,000 paid through the forgiveness of a receivable due from DayStar. William Fritz and Charles Fritz, officers, directors and principal shareholders of the Company are also principal equity holders of DayStar.
During April 2000, the NeoMedia paid professional fees in the amount of $8,000 to a director of the company for consulting services rendered.
During fiscal year 2000, NeoMedia leased office and residential facilities from related parties for rental payments totaling $5,000. This lease expired in 2000.
During October 2001, the Company borrowed $4,000 from Charles W. Fritz, its Chairman and Chief Executive Officer, under a note payable bearing interest at 10% per annum with a term of six months.
During February 2002, the Company borrowed $10,000 from William E. Fritz under a note payable bearing interest at 8% per annum with a term of 30 days. The note has not been repaid as of the date of this filing and continues to accrue interest.
During March 2002, the Company borrowed $190,000 from William E. Fritz under a note payable bearing interest at 8% per annum with a term of 16 days. The note was repaid during March 2002.
III-8
During April 2002, the Company borrowed $11,000 from William E. Fritz under a note payable bearing interest at 8% per annum with a term of 60 days. The note had not been repaid as of the date of this filing and continues to accrue interest.
During November 2002, NeoMedia issued Convertible Secured Promissory Notes with an aggregate face value of $60,000 to 3 separate parties, including Charles W. Fritz, Chairman of the Board of Directors of NeoMedia; William E. Fritz, an outside director; and James J. Keil, an outside director. The notes bear interest at a rate of 15% per annum, and mature at the earlier of i.) four months, or ii.) the date the shares underlying the Cornell Equity Line of Credit are registered with the SEC. The notes are convertible, at the option of the holder, into either cash or shares of our common stock at a 30% discount to either market price upon closing, or upon conversion, whichever is lower. NeoMedia also granted to the holders an additional 1,355,670 shares of its common stock and 60,000 warrants to purchase shares of its common stock at $0.03 per share, with a term of three years. The warrants and shares were issued in January 2003. In addition, since this debt is convertible into equity at the option of the note holder at beneficial conversion rates, an embedded beneficial conversion feature will be recorded as a debt discount and amortized using the effective interest rate over the life of the debt in accordance with EITF 00-27. Total cost of beneficial conversion feature, fair value of the stock and cost of warrants issued exceed the face value of the notes payable, therefore, only $60,000, the face amount of the note, is recognizable as debt discount, and is being amortized over the life of the notes payable. Any unamortized debt discount related to beneficial conversion feature will be charged to expense upon conversion, as interest expense. In the event NeoMedia defaults on the note, NeoMedia will issue an additional 1,483,318 shares of its common stock to the note holders. The notes are secured by the Company's intellectual property, which is subject to first lien by AirClic, Inc. During March 2003, two of the affiliated parties, Mr. William Firtz and Mr. Keil, agreed to extend the maturity date due to the Company's capital constraints. The Company repaid Mr. Charles Fritz's note in full during March 2003. NeoMedia will continue to pursue additional capital through the issuance of Convertible Secured Promissory Notes with the same terms as above."
(Reminder about DayStar courtesy of lostinstocks' post on RB)
jonesie
"Building a strong mobile presence doesn’t have to take hard work. Just the right bloggers ..."
"oil-chasing microbes"
Hey , there's the next 'wait 2 or 3 years to see how this works out' in case Temblor , waterflooding , SAGD , PV , Moffat etc don't pan out. (No gold pan pun intended lol)
Okay , that was my humor for the day :)
jonesie
There's a nice trade and gap up ....
.... fumble-fingered market order , or intentional buy above Ask?
Time will tell.
Well, a little time told a little , already.
jonesie
Interesting Drmyke ...
.... I see that the 4 funds together own 106,000 shares.
Worth $561.80.
jonesie
.<font color=#006400> SYMBOL CHANGES
Another Yorkville Client loads up and moves to PinkyLand
MSSIE.OB changed to MSSI.PK
I think GO gets paid by the day
For reading the IHUB board.
That's the only way he could have billed NeoMedia for 211 days worth of work last year and had the consulting gigs with the other companies and the CEO gig with the British company.
jonesie
p.s. $15.90 worth of trading takes NEOM down 8.6%
Hey, I'm curious.
Did Pacer ever pay off Yorkville, making this a 'new' financing?
Or is this just an 'add-on'?
I have analyzed a lot of Yorkville Clients' stocks, see the board linked to below, and I like to track NEW and PAID clients.
TIA
jonesie
PHLH : I still haven't checked on the YAGI timeline ....
... but PHLH is UP since that 8-K in spite of the fact that financing sounded fairly ugly.
Just FYI
jonesie
Well, no February production numbers ....
.... posted on DOGGR yesterday.
I'm still amazed that we didn't see any PV production in the January numbers. TIV stated twice in January that they had continuous and/or sustained production coming out of PV.
If it comes out of the ground , and the wells aren't classified 'confidential' which PV isn't , doesn't it have to be reported?
Is there any wiggle room there if a company wants to keep production numbers as close to the vest for as long as they can ... for some reason .... even though withholding such info could be deemed contrary to telling shareholders what's really going on?
jonesie
Yeah, what are the 'odds' ....
... that TS would just happen to run across 2 YAGI clients and promote them in his penny-stock service. There are thousands of non-YAGI otcbb stocks for him to have hit on.
phoenix69 , I hope 4/15-4/16 is a valid ....
... deadline date. We're not there yet so it's hard to say.
If that isn't a valid date , it may be that this is the overriding timeline for re-exams:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=26937674
The info in that suggest that , at least at one point in time and at some Senate hearings on the subject , "less than two years" was the target timeframe for completion.
jonesie
I'll have to get a new broker ....
.... I never planned on having to trade/buy/sell a sub-penny NEOM or any other freaking sub-penny 'stock' , and Fidelity penalizes for sub-penny trades with a surcharge per thousand shares after the first thousand.
LOL, so if I'm going to 'load the boat' in triple zeroes I'll have to add a broker.
Which one is the best one in terms of fees, charges etc because since I'll only be using it for NEOM and since the PPS is so low, I won't need to be putting all that much money in the new account ;)
jonesie
Absolutely.
Go here
http://investorshub.advfn.com/boards/board.asp?board_id=9964
Check the iBox, scroll down to Table C near the bottom of the iBox
Shows most of the personnel interconnections between NEOM + some other YAGI clients + other companies, except I haven't added Dodge to SMTR yet.
Prior to DD, GO was the only connection tying SMTR into the web, other than YAGI itself.
jonesie
Got me, statenlsd
buyers betting for another 20-30% gain flip opportunity?
sellers betting otherwise or tired of the pain?
MM's swapping shares back and forth to create the illusion of trading so they can make their bucks on whatever real volume stumbles in?
'Someone(s) in the know' loading up for the mega-run which most people don't know about since the company hasn't PR'd anything substantive in over 7 months?
Yorkville's pet MM's helping them methodically dump millions of shares slowly over time so as to milk the maximum possible dollars out of the process?
So many options, so few facts.
jonesie
You mean the David Dodge news?
I suppose the only way it's relevant is per TVDirector's comment "what an odd little web".
Posting that to me is simply part of a learning experience, learning about the 'space' of otcbb stocks , in particular otcbb stocks where a 'Yorkville' is involved.
The more one understands about a 'space', whether it be the mobile marketing space NEOM is in (thus all the non-NEOM-related posts about other companies doing things in the space) or whether it be about other underlying facts such as the seeming incestuousness amongst many of the players and participants ... it all adds up over time to a better understanding of risks and pitfalls and what to watch for.
Money can certainly be made in trading otcbb stocks, people do it every day and many did it in NEOM. It's just all about timing and recognizing all the red flags in some of them , thus making 'timing' even more 'of the essence'.
JMHO but I think that sort of commentary is VERY relevant , and I have learned from it as I'm sure many others have.
jonesie
You mean that last 7K shares for $36 & change?
MM's most likely, trying to suck someone else into paying .0052?
LOL , who knows.
Look at that spread, over a 15% spread , some MM's want to make a REAL fast buck flipping a few shares.
jonesie
No surprise indeed.
I remember when I developed all of that data analysis for the purpose of fairly assessing the impact of a Yorkville on their clients , and it ended up clearly showing how 99.x% of the time Yorkville Clients' share prices descend into oblivion and rarely recover to any meaningful degree at all.
http://investorshub.advfn.com/boards/board.asp?board_id=9964
We were told by many including management that Yorkville was our friend , thus implying that somehow NeoMedia would be different.
I remember when we said that under the crushing weight of 5 Billion shares of dilution with no supporting revenues or deals and in the absence of huge positive announcements by the company , NEOM's PPS would most likely break a dime , then a nickel , then a penny , then we'd just be watching the 0's appear after the decimal point.
It was said that would NEVER happen.
It all happened.
NOTHING else which was ever said would happen .... happened.
Happy ending ahead?
jonesie
"Building a strong mobile presence doesn’t have to take hard work. Just the right bloggers ..."
I see where you got that now, PR linked to NEOM
How about that , "three special resolutions related to the consolidation of shares, which did not receive the required number of votes"
Is Yorkville not into SMTR as deep as they are into us?
Dodge seems like a smart fellow. If he couldn't make things happen at NEOM the way they SHOULD have happened ... he should have blown a whistle .... loudly.
SmarTire Announces Chief Financial Officer Change, Annual Meeting Results
--------------------------------------------------------------------------------
PRNewswire
08:00 a.m. 04/10/2008
RICHMOND, British Columbia, April 10, 2008 /PRNewswire-FirstCall via COMTEX/ -- SmarTire Systems Inc. (SMTR), a provider of active tire pressure and temperature monitoring systems for the global commercial or truck, bus, recreational vehicle, and off highway vehicle markets, announced today that it has named David A. Dodge as its interim Chief Financial Officer.
Mr. Dodge, 33, previously served as Vice President and Chief Financial Officer of NeoMedia Technologies, Inc. (NEOM), a publicly traded software development company, from 2002 to 2007. Before joining NeoMedia, Mr. Dodge was an auditor with Ernst & Young LLP. Mr. Dodge holds a B.A. in economics from Yale University and an M.S. in accounting from the University of Hartford, and is also a Certified Public Accountant.
Mr. Dodge replaces Jeff Finkelstein, who served in the role since 2002 and left to pursue a new opportunity.
Additionally, on March 28, 2008 the company held its annual general meeting in Vancouver, British Columbia, Canada. All resolutions were passed by shareholder vote except for the three special resolutions related to the consolidation of shares, which did not receive the required number of votes.
"We remain focused on the strategic goals we have set for ourselves and building the value of the company through the successful completion of those initiatives," stated Dave Warkentin President and CEO. "I am pleased by the support of our shareholders and share their desire to see the company grow and exploit the value of the technology we have invested in developing and bringing to market."
Is he really?
Dodge is CEO of SMTR now?
It is a web, with Yorkville as head spider at the center of it, using worker spiders to help drain money from shareholders.
Auxiliary web over at Thornhill.
jonesie
JNTX.OB JeanTex
Ran across this Yorkville client , I don't think we knew about them before, they weren't even in this Master List of clients.
http://www.secinfo.com/$/SEC/Name.asp?X=yorkville+advisors%2C+llc&List=S#Signatory
Looks like they got started with Yorkville on 2/1/06 with a SEDA
Typical chart action ever since, started at .65, now at .015
Oh well.
jonesie
1,350,000 shares at .0053 after hours
How long before we break through .005 ....
.... to the downside?
Hello, Chip?
Yes?
Hi Chip , shareholder here , hope things are going well. Hey , could we have a PR about what's been going on with NeoReader and revenues and customers and ecosystems over the last 7 months? Or a conference call like we always used to after quarterly and annual reports? Where we could ask some questions and be told what's going on? Or a PR saying something about a shareholders' meeting? It's been awfully quiet except for the occasional blogger speculation.
Well no , I've got to sell my mBlox shares first.
Uh , well , yeah , I suppose so , but that's not what I was talking about. NeoMedia shareholder here and I'm wondering why our PPS keeps dropping and why we don't hear anything from anyone at the company about progress or trials or deals or something about , well , about anything really.
Right. Hey , did I tell you I can see AT&T from my office window? It's only 3 1/2 minutes drive time conference room to conference room.
That's nice , it really is. Are we doing anything with AT&T?
Did you see our Help Wanted Ads? That should tell you something.
Yes , I did see those , and those are nice too , they really are. Have any of those positions been filled as of yet?
Hang on just a sec. Yes? George on the phone? Long distance? From England? Hey can you excuse me please? I've gotta take this call , something about Big 'O' saying he worked 35 days in February and Frank says it was only 31. I've got to try and get them to compromise , maybe at 33. We will not overpay. Plus expenses of course.
Okay , I understand , it must be very busy there. Hey before you go , is our technical advisory committee still ... hello? Hello?
They need to do something.
I see the stock price has been halved since the day of the R/S.
Down 35% since the days prior to the R/S.
Please let us know if you hear anything about them paying off Yorkville.
jonesie
If a California oil/gas producing company ....
.... gets their production reports in on a Wednesday in electronic format, DOGGR will put the info up on their site overnight and we see it on Thursday.
TIV is an electronic filer.
Perhaps some are speculating that we will see some good February numbers tomorrow.
Time will tell!
jonesie
SUPI, the future is soupy.
Also check out Ken G.'s board http://investorshub.advfn.com/boards/board.asp?board_id=1616
Not sure what he has 'for free' up in his iBox anymore but I got started developing my own charting system based in part on Ken's Magic Box/Fairy Square setups. I think he has added a lot of setups and he also has a subscription-based offering as well.
Incorporating a few setups into some custom scans in stockcharts.com (which you might have to pay for to get, I don't know, I've been paying for a membership there so long I forget) can yield some nice lists of stocks to watch as setups evolve.
Or you can just use the setups on a family of stocks that you know and like.
You're right, these things don't do much on a stock like SUPI.
TIV is now in the upper half of the 6.00-6.50 trading range it's been in since the beginning of February. That's been a tight range for a long time, interesting in and of itself.
Go SOUPY!
jonesie
Now here we are in the upper half ....
.... of that ~6.00 - ~6.50 trading range.
Time will tell, it always does.
jonesie
I think 5-7 billion shares ....
... and a share price of .0057 is the real joke.
Since Neomedia is the company I own shares in.
jonesie
(At least until the next decent pop, if any.)
"Building a strong mobile presence doesn’t have to take hard work. Just the right bloggers ..."
You're right, Sponge, sorry I forgot.
Okay, so Mobot didn't laugh at us publicly.
It was just an ugly breakup as bleedingedge said.
Hard to keep track of all the ugly and the batterings NeoMedia has taken, there's been a lot of it.
Time to tally up what CH and FP and GO have siphoned off to date? They haven't actually been battered all that much have they LOL
jonesie
I'm thinking that if in fact ....
.... there really was anything of consequence going on with iPhone/ATT + NeoReader , we might not be printing new lows every so often.
Would love to be surprised.
Would love for a whole buncha people to be able to tell me "we told you so" lol.
jonesie
Indeed it wasn't pretty.
The Mobot CEO was bascially laughing/sneering at NeoMedia when it was all done, for selling them back to themselves and funding their operation with millions of dollars ... filling his 'war chest' was the phrase I believe he used.
And of course that was at OUR expense, the shareholders. We're still paying the price.
jonesie
I found that my V3xx is blocked ...
... based on the Java 'permissions' settings.
Quite a bit of research along with several conversations and emails with Motorola, ATT and several forums explained that these settings were, well, set (lol) per Cingular's (now ATT) instructions to intentionally block camera access from 3rd party apps.
jonesie
"Highly unlikely that Mobot would want to have thier success ride on NEOM's ability to create and drive phone application downloads, especially with NEOM's current financial situation."
Yet it is being heavily implied that Apple/iPhone and ATT aren't worried about that.
Judging from where our share price is, along with the current Bid being at our multi-year low PPS, I'm thinking the market truly thinks that Apple/iPhone/ATT might actually feel more like you suggest Mobot feels.
JMHO
jonesie
And on what is/was called the 'Cingular branded' V3xx ....
.... the camera is blocked/not accessible to any 3rd party apps unless they are sold thru ATT.
NEOM still in the Buzz Cloud ....
.... but moved back down.
We moved down from Cloud 2 back to Cloud 1.
http://investorshub.advfn.com/boards/tcloud.asp
This page gives you a look at the most frequently searched for
tickers in the last 24 hours.
There are two possible scenarios here ....
.... maybe more, when it comes to this iPhone/NeoReader/blog 'stuff':
1) The We're Under Multiple NDA's But Oops We Forgot To Tell Everybody This Was Secret Scenario
- Neomedia has been 'hiring at the speed of light' lately according to some, hiring all sorts of developers, techies, techie managers etc, but still has a need to use some outside help to tweak the NeoReader so it will work on an iPhone. Actually, maybe they've been hiring, maybe they've been posting Help Wanted ads, hard to know.
- NeoMedia is wrapped up in NDA's and secrecy with Apple and ATT thus can't say anything to their shareholders about having anything good in the works. They can't put out a NeoReader-related PR in over 7 months, they can't host an hour long conference call, they can't publicly tell us if we're having a shareholders' meeting.
- NDA-handcuffed NeoMedia fails to tell the outside help and another blogger who is close to the company that this Apple/ATT stuff is hush hush. This failure allows two bloggers to put up posts and pictures of NeoReader on an iPhone screen. This failure allows one of them to imply that "NeoMedia Brings NeoReader to the iPhone" as in a 'launch'.
- These blog posts are noted many times on a public message forum with implications drawn that something big and secret is going on, that a news scoop has occurred, that the cat's out of the bag now boys.
- Fueled by widespread market belief that this news scoop is in fact legitimate the price quickly runs up by multiples on volume so high the float turns over multiple times. Well actually from over a half a penny to over 6 tenths of a penny, on a few tens of thousands of dollars traded, before falling back to an even lower point than when it started .... but that's probably just market manipulation by those wishing to steal our shares.
- Realizing the enormity of the NDA-negating cat's-out-of-the-bag faux pas which has occurred and hoping to escape the ire of Apple and ATT the blog posts are hastily removed along with many traces of their ever having existed at all.
- In an odd move the proper personnel are notified to make these removals widely known, further implying that something big and secret must be going on, even though Apple and ATT would surely prefer that the chatter cease immediately.
- Everything is now back as it should be, all NDA's intact, blog posts removed, it's a known fact that Apple/ATT aren't serious about NDA's with 'startup companies', they're not angry at all and thus they go forward with the top secret plans to have NeoReader preinstalled on the 3G iPhone coming out in June as the only preinstalled barcode reader on their newly improved flagship phone.
- In an unexpected benefit this 'going forward' ultimately wins market applause as it accentuates the benevolence of the giants Apple and ATT who clearly show their support of underdog 'startup' entrepreneurs. They are willing to risk reputations related to their flagship iPhone while forcing their customers to route OIT's and OIM's across servers belonging to a nearly insolvent startup ... who even after this 'launch' might not realize any revenues until the struggling barcode-related advertising business gains some traction.
- At the same time and in an unprecedented move NeoMedia clearly shows that their shareholders' loyalty is more than reciprocated when they risk the ire of Apple/ATT while managing to skirt the NDA's. Through an extensive network of bloggers and message forum postings all loyal shareholders are tipped about the secret work so they will hold on and perhaps even buy more thus reaping the huge benefits accruing to the long term share price appreciation to come when NeoReader is preinstalled on 3G iPhones .... even if there aren't any ad campaigns going on out there to generate the clicks to generate the revenues.
2) The All Of The Above Except Apple/ATT Aren't Really Involved In It But It Has Been Fun Using Bloggers Again To Make It Seem Like Something Big Is Going On Scenario
JMHO, there may be more possible scenarios :)
jonesie
There you go, correct.
We're in!
:)
jonesie
"Is it a fact that the new I-phone will come with the neoreader????"
No it's not but some will try to imply that it is just as it was implied many deals were done deals in the past when they weren't.
The NeoReader has been tweaked so it will WORK on an iPhone.
There has been nothing, not one shred of anything, that says Apple knows or cares. Not even that cocoamachine blog said that, all they said was they helped NeoMedia get the NeoReader tweaked so it would work on an iPhone.
Every cellphone app developer out there wants his app to come preloaded on something as cool as an iPhone.
We can only hope.
jonesie
YJ, that's my deal as well...
ATT + RAZR + $20/mo for unlimited data + 200 text msgs + NeoReader/qode/others locked out from accessing cameraphone.
Maybe while Chip is locking up the ATT/iphone deal ;) he could ask ATT to do an OTA flash fix changing those access permissions.
jonesie
GONEOM , I don't know the laws.
I do know (and posted it here a while back) that there has been at least one instance with another company where Yorkville has , by virtue of their having 'dibs' on so many shares in a situation similar to ours , voted AGAINST having a shareholders meeting and of course that vote carried.
If Yorkville wants to have one we will , if they don't see the need we won't.
JMHO
jonesie
PHLH : 8-K out today
(PHLH is not in our Table A but is in the Master List. A quick glance indicates that Pacer may have paid Yorkville off at some point so this could be "NEW". I'll have to check more closely. I'm posting it here as being possibly kindasorta NEW , and also to highlight some of the terms accruing to dealings with Yorkville.)
http://www.sec.gov/Archives/edgar/data/922913/000092291308000005/f8k.htm
Excerpted:
"ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On April 1, 2008 (the “Transaction Date”), Pacer Health Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with YA Global Investments, L.P. (the “Investor”) pursuant to which the Company sold to the Investor, and the Investor purchased from the Company, up to Five Million Seven Hundred Eighty-Six Thousand Seventeen Dollars ($5,786,017) of secured convertible debentures (the “Debenture”), which shall be convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and a five (5) year warrant (the “Warrant”) to acquire up to Five Million Five Hundred Thousand (5,500,000) additional shares of Common Stock at an exercise price of $0.0001 per share, of which Million Seven Hundred Eighty-Six Thousand Seventeen Dollars ($5,786,017) was funded to the Company on the Transaction Date. Copies of the SPA, the Debenture and the Warrant have been provided herewith.
The Debenture shall accrue interest at a rate equal to thirteen percent (13%) per annum and shall mature, unless extended by the holder in accordance with the terms of the Debenture, on April 1, 2012 (“Maturity Date”). At any time after the Transaction Date, the Investor shall be entitled to convert any portion of the outstanding and unpaid principal and accrued interest thereon into fully paid and non-assessable shares of Common Stock at a price equal to the lesser of $0.02 or eighty percent (80%) of the lowest volume weighted average price of the Common Stock during the twenty (20) trading days immediately preceding each conversion date. The Company shall not affect any conversion, and the Investor shall not have the right to convert any portion of the Debenture to the extent that after giving effect to such conversion, the Investor (together with the Investor’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to fifteen percent (15%) of the principal amount being redeemed, and accrued interest.
In accordance with the terms of the SPA and the Debenture, as long as the Debenture remains outstanding: (a) the Company, and each of its subsidiaries, must obtain the Investor’s consent to (i) amend any of its charter documents to the detriment of the Investor, (ii) repay or acquire shares of its Common Stock or other equity securities except for the Underlying Shares (as defined in the Debenture) pursuant to the Transaction Documents (as defined in the Debenture), (iii) issue or sell shares of Common Stock or preferred stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (iv) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s bid price determined immediately prior to it’s issuance, (v) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (vi) file any registration statement on Form S-8; (b) the Company shall not merge, reorganize, restructure, consolidate, or sell all or substantially all of the Company’s assets (each such transaction, an “Organizational Change”) unless, prior to such Organizational Change, the Company obtains the written consent of the Investor; and (c) neither the Company nor its subsidiaries shall enter into, amend, modify or supplement any agreement with any of its officers, directors, persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined in the Debenture) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (i) employment arrangements and benefit programs, (ii) any investment in an Affiliate of the Company, (iii) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (iv) any agreement which is approved by a majority of the disinterested directors of the Company (for purposes hereof, any director who is also an officer of the Company or its subsidiaries shall not be such a disinterested director).
In connection with the SPA, the Company placed into escrow Three Hundred Thousand Dollars ($300,000) directly from the proceeds of the closing (collectively, the “Monitoring Fees” and as deposited into escrow, the “Escrow Funds”) which shall be used to compensate Yorkville Advisors LLC (“Investment Manager”) for monitoring and managing the purchase and investment made by the Investor, pursuant to the Investment Manager’s existing advisory obligations to the Investor. The Company, Investment Manager, and the Investor entered into an Escrow Agreement, dated the Transaction Date (the “Escrow Agreement”) appointing David Gonzalez, Esq. as escrow agent (the “Escrow Agent”) to hold the Escrow Funds and to periodically disburse portions of such Escrow Funds to the Investment Manager from escrow in accordance with the terms of the Escrow Agreement. The Investment Manager shall periodically receive portions of the Escrow Funds in accordance with the Escrow Agreement until either: (1) the Escrow Funds shall have been fully disbursed pursuant the Escrow Agreement or (2) the securities shall have been Fully Retired. “Fully Retired” means that the Investor shall have fully disposed of all the securities issued or issuable under the SPA, shall no longer have any investment in, or ownership of, any of the securities, all amounts owed to the Investor under the Transaction Documents (as defined in the SPA) shall have been paid, and the Transaction Documents shall have been terminated. When the Securities are Fully Retired, the remaining Escrow Funds shall be returned to the Company or otherwise disbursed in accordance with the Escrow Agreement. A copy of the Escrow Agreement has been provided herewith.
The Company paid a nonrefundable structuring and due diligence fee to the Investment Manager equal to Twenty-Five Thousand Dollars ($25,000) directly from the proceeds of the closing.
Pursuant to the SPA, within sixty (60) days from the Transaction Date, the Company shall reserve for issuance to the Investor Three Hundred Thirty Million (330,000,000) shares for issuance upon conversion by the Investor of the Debentures and exercise of the Warrant by the Investor.
In connection with the SPA, on the Transaction Date, the Company and the Investor executed and delivered the Registration Rights Agreement (“RRA”) pursuant to which the Company shall provide certain registration rights to Investor with respect to the Registrable Securities (as defined in the RRA) under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder, and applicable state securities laws. Specifically, the Company shall file with the SEC a Registration Statement within thirty (30) days following receipt of or written demand from the Investor requesting the filing of a Registration Statement. A copy of the RRA has been provided herewith.
The Debenture is secured by (i) a security interest in all of the assets of the Company and of each of the Company's subsidiaries as evidenced by that certain Amended and Restated Security Agreement, dated the Transaction Date, by and among the Company, the Investor and each of the Company’s subsidiaries made a party thereto (the “Security Agreement”). A copy of the Security Agreement has been provided herewith."