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That may be, but the merger document of GNID and RXSF specifically excluded these notes from the deal.
According to the merger document, the notes from RXSF were excluded from the merger. So Lorraine, who is issuing these shares?
Lorraine
How is the meeting in Kansas going? Before long, the share price will be down to 0.
Your keeping the shareholders abreast of company business is truly remarkable for a person who declared herself a 3,300,000 and is mad that the shareholders for not supporting her. Trust is something you earn and you certainly have not done that.
And oh by the way, how is the 1,000,000 coming?
Are the multitude of people you have on the payroll busy? Getting ready to reward them and yourself with bonuses from toxic debt? From $7 dollars down to a bid at .20 in record time. You deserve it.
Tick tock.
Looks like Phase 2 has begun.
Asset Purchase
On July 8, 2016, Rx Safes, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Glenn McGinnis and Scott McGinnis (the “Sellers”) to acquire My TOUCH ID, LLC (“My TOUCH”). The closing of the transactions contemplated by the Purchase Agreement occurred on July 8, 2016 (the “Closing Date”).
On the Closing Date, pursuant to the Purchase Agreement, the Company acquired all the membership interests of Sellers in My TOUCH, which represented 100% of the outstanding membership interests in My TOUCH, in exchange for 357,143 shares of the Company’s common stock valued at $125,000 and based on $0.35 per share, the market price of the Company’s commons stock on the Closing Date. Further under the Purchase Agreement, the Company is responsible for $2,500 in unpaid debts in My TOUCH and the Sellers were required to discharge all debt beyond that amount before the Closing Date (the “Sellers’ Liabilities”).
In addition, the Company agreed to pay to Sellers the following “Earn Out” as follows: 2.5% of any revenues up to a cap of $1,000,000 generated from the assets acquired and held in My TOUCH; and 0.5% of any revenues above $1,000,000 up to a cap of $5,000,000 generated from the assets acquired and held in My TOUCH. The Earn Out is payable in cash, common stock of the Company or a combination thereof, in the sole discretion of Sellers.
The Purchase Agreement contains customary representations, warranties and covenants. The Sellers agreed to indemnify the Company for, among other things, a breach of the representation, warranties and covenants made in the Purchase Agreement or a failure to pay the Sellers’ Liabilities.
In addition, the Company and Sellers agreed to certain post-closing covenants, including the following:
The Sellers agreed to non-compete and non-solicitation covenants for a period of 5 years after the Closing Date.
Within 60 days of the Closing Date, Sellers agreed to provide the Company access and all documents as required by the Company in order to obtain an audit that must be filed under the rules and regulations of the Securities and Exchange Commission.
Do you feel secure saving your data in the cloud?
This product has vast implications. A portable USB storage device with fingerprint id.
With this deal, Lorraine may have earned her 3,300,000 bonus.
USB Fingerprint Data Storage
Introducing the MyTOUCH-ID MySTIK fingerprint secured portable USB storage drive. MySTIK is the first operating system agnostic fingerprint USB drive in the world. It works with every operating system because all of the software resides on the MySTIK itself. No software is loaded onto the computer.
Please visit our store for more information on this an all of the MyTOUCH-ID products.
Buy Now
- PROTECTS SENSITIVE INFORMATION
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- PREVENTS UNAUTHORIZED ACCESS
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- CONVENIENT FINGERPRINT INTERFACE
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- PORTABLE DATA SECURITY
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- OPERATING SYSTEM AGNOSTIC (WORKS WILL ALL COMPUTERS)
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- ADMINISTRATIVE FUNCTION
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- MULTIPLE USERS
If I was a betting man, looks like both parties are happy and will close.
Recently, Glenn was introduced to the founding team members of bioMETRX, a company which was the leading innovator of consumer biometrics. Glenn immediately saw an opportunity to leverage their expertise in the consumer access control market and found an instant home as part of their current company, Rx Safes, Inc., wherein his expertise, engineering, analytical and development skills could best be used to further develop and innovate an array of next generation fingerprint security products. The executive team at Rx Safes have commercialized countless fingerprint products and originally introduced biometrics to consumers in the early 2000’s. This team has a history of successful partnerships with Master Lock Corporation, Honeywell, Overhead Door Company, Sentry Safe and Kiwkset. My TOUCH-ID recently joined forces with this team and is now a wholly owned subsidiary of Rx Safes, Inc. Rx Safe's executive team will work with Glenn to expand his product offerings, advance his technology and open up new market opportunities.
I want sales to begin with. Forget all the 56,000,000 and if that will ever come to fruition. IMO, the 1,000,000 should have already closed.
What is the status of CVS. The hired an new sales guy and virtually nothing. Yes, there is a 500,000 deal, but that is over a long period of time.
Why can't Lorraine close the $1,000,000 deal? That is the million dollar question.
They are supposed to be meeting with the Kansas school system???
When you declare yourself a 3,300,000 bonus and declare a stock incentive program at rock bottom prices, you better deliver.
How can you state that the 1,000,000 is going to be funded shortly?
What is your source?
How long does it take to transfer the million dollars? If they were partners and excited about doing business with each other, this should have been done by the end of May. certainly it should have been done by the end of June.
Glad to see you posting again.
Lorraine:
You have stated that you are trying to build a business and do not care about the share price. Well, the latter is obviously correct. You certainly do not care about the share price. Are you building a company?
It about time for you to reset the option prices and stock incentive programs. For our sakes, please declare yourself a big, fat bonus. You and your hard working staff deserve it. Go big or go home.
Please continue to pay the consultants in shares. Why do you need consultants? $4.00 seems a long way away from .20.
I just notice now it is at .20. Lorraine CEO hall of shame.
To the best that I can determine, the price has gone from .75 on May 31 until .30 today, all on the news of the deal with Wellington. Lorraine, I know you have quite the staff for no sales or production. However, manipulation or creation of spreadsheets can be time consuming. Normally, I try not to tell the CEO on what to do. However, with the share price at .30, you need some help.
Since 2010, the decline in the share price with a reverse split has shown your ability at the top. It is very quite simple. Do one thing at a time. Get the million dollars. It is not that hard. I do not know what you are negotiating with them about. The money should have been transferred on May 25, a couple days after the agreement. You might have to give up on the issues, but it cannot be as tough on the company as those toxic debts you readily gave away so that you could meet payroll for the employees and yourself.
Lorraine, I am fed up.
As the quarter is nearing to an end, I think all the shareholders need to give a shout out to Lorraine. Under her guidance, the price has declined from 7.20 to .30 in less than six months. She has hired a whole new force of people to share the tremendous workload of answering phone calls. The first quarter nut was around 200,000. With the addition of another mouth to feed, the second quarter nut should be around 250,000.
With the decline of share price with the addition of new employees and no money exchanging hands, I would like to vote her and maybe her staff an 1/2 of the 3,300,000 bonus declared last year for the semi-annual review. Hey, it is only toxic debt.
Never in my wildest dream would I even begin to think that is stock would be at .30.
With the CVS supposed pilot project, instead of giving them the safes, we might need adult pampers due to the leakage.
Lorraine, I know that you hate toxic financing and have told us so. This statement from the shareholder letter also makes me feel secure under your leadership (sarcasm). The share price says it all. Somebody has been leaking.
Convertible debt is still being managed responsibly until we close our interim funding. We have already retired several convertible debt instruments on our own, preventing their conversions into the public market. While our banker begins our funding plans, the Company will continue to responsibly retire and manage our convertible debt obligations. The Company has required that new and existing note holders be bound to strict-leak out agreements. The Company has set up leak-out compliance procedures allowing the Company and its attorneys the ability to monitor daily, how and when any new convertible debt stock is introduced into the market. The Company believes that these programs of checks and balances will continue to foster an orderly market for our shareholders while slowly adding converted needed additional shares to the public float. At the same time we will continue to retire debt from our books. Please understand that with our small float and limited trading volume, this will be a slow process until we close funding and that the most important part of this debt retirement program is being responsible.
If you are such a saavy investor, why are you still here.
Way back when, I am so glad that they did not seek another source of financing and had access to all the money they needed. The share price says it all.
Now we can have market share and be the beast in this market. Now once again thanks to Lorraine.
Now Lorraine can collect on here 3,500,000 bonus. No more complaints from me. Great job!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
Looks as though the deal that was to be done the first of the quarter may not be done until the third quarter. With a another another mouth to feed, there will probably be around another 250,000 of toxic preferreds that Lorraine absolutely detests for the second quarter. I believe that nothing will be announced before Memorial Day. But keep on tweeting.
I am about to turn positive.
If they have had tons of offers, I will be even more angry. They have wasted this amount of time on not cementing market share and then drown us with toxic debt. Sometimes, in life, you take a pretty good offer instead of the best.
The reason why I would also say they did not have an offer is the new CFO.
The sequence of events leads me to continue to distrust Lorraine even more. How can she have been in finalizing deals and in negotiations with Wall Street types with no CFO? Strange.
All these posts paint a pretty picture with a lot of assumptions. My biggest concern is can the present team bring the product to mass market? I am having my doubts.
Absent a deal, you can probably get some for below .50 at the end of May because the amount of toxic financing needed to keep the flotilla afloat. That Lorraine has certainly learned her lessons about toxic financing.
It is now time for Lorraine to reset the conversion price for her preferreds, maybe the stock option plan for her hard working staff of which there is another member and she needs another bonus.
The issuance of more preferred is inevitable to make payroll as the flotilla of staff pontificates. One more mouth to feed.
Thanks for going.
There will be because she has got to make payroll.
Well, the month of April, according to the stock chart above, the price went from 1.93 down to .83. WELL, what will May bring? Like April, another 70,000 of toxic notes to make payroll as they pontificate. If no deal, the stock price will be below .40.
Maybe, at that time, Lorraine might declare herself another 1,000,000 bonus with many more shares. After all, Lorraine is not to blame, but I hubbers who demand accountability from management.
What is the record for the most stock splits in a given period of time?
Now we agree on something.
It is amazing how this got toxic so fast. Lorraine, Lorraine, I am so sorry that you can't convert your preferred shares right now because the I hubbers want some accountability. At least now you can continue to write those toxic notes to get paid. Good for you.
Those I hub posters caused the attorney to screw up again. Those pesky I hub people.
I have always liked your posts.
I know greed abounds. If nobody buys, then there will be no toxic notes. Then the lenders will not lend. If Lorraine does not get paid, she might do some work. It will be astonishing how quick the deal would get done if she did not have any toxic lenders.
But as the bid drifts below a dollar, people will continue to buy.
Lorraine, the CEO hall of shame, it was a month ago that the deal was imminent. I do not hope we will be in the third quarter, with those salesmen waiting to go, while accruing 170,000 of salary. Where are the promo videos???????????????
For this work, she deserves another 3,300,000 bonus. Why not bonus out the staff also? After all, its just paper.
Don't worry. Lorraine will issue another 200,000 in toxic notes so that she and her staff can use excel spreadsheets to extrapolate sales of non-existing inventory for another quarter. These fake sales will then generate Lorraine declaring herself another 3,300,000 bonus. It is hard work using those excel formulas. She has certainly learned her lesson about toxic debt; it is a great way to make payroll and not produce anything. She will begin to realize that her sheeple are dwindling and she must produce. Her stories are getting old.
This should be so easy to get the money. It is a good product with a huge market covered by patents with certain pharmacies and hospitals wanting the product. I have scene much terrible deals get funded. Something is not right because despite the greed of both parties, the future demand for the product should make this deal very easy. Somehow, I think the problem is Lorraine. Her greed after the reverse split is very telling. I would be ashamed of having to do a reverse split, after five years of effort. Her bonus for herself and her incentive stock options and her convertible shares screams loudly of her greed after a reverse split.
All these programs and quick federal money is great. A good business would be to strike while the iron is hot. Instead of paying for consultants and finding ways to reward themselves for future deals like an accrued 3,300,000 bonus and employee stock options, she needs to get a deal done. The question do they have the means to meet the demand?
You can certainly respond to someone other than me because you are limited to one post.
I first came across this stock because it had just done a reverse stock split. Lorraine appeared to be quite contrite because she had been taken advantage of by the toxic note holders in an interview.
So, I see a great product in a transition phase. A CEO appeared to be very wary of toxic debt notes. She even sued Kodiak to bolster her case. Gee, I believe I have a winner.
All of a sudden, the price consistently drops. She blames it on Kodiak. They probably were at fault because of early conversions. Then she accrued herself a hefty 3,300,000 salary and some series B preferred all for her benefit. Then quarterly payroll balloons to around $170,000 a quarter. Now you can believe that they are not getting paid. I do not trust Lorraine. After all, she is a CEO over an otc stock, an occupation that does not create trust in the common man. She has had a long time to create something, but nothing really ever got started. The new convertible notes are over 200,000. Now are they holding that in reserve or inventory, or are they getting paid. We will find out. If the new notes were $50,000, I would believe you. The notes are just enough to make payroll, pay rent and the Ruth Group. For now, the ask will be smothered by the toxic holders. Now they must go through proper protocal to convert. We know that the MMs follow the rules to the letter of the law. That is why they are trying to get off the exchange.
That is why I keep making posts. At this pace, who know when the deal is completed. But fact, she has mad over $200,000 in convertible notes since January to make payroll of $170,000. Convertible notes with no sales figures or inventory make the price go down. One poster called me a child yesterday. I'm sorry, but this BS with Lorraine has got to stop. Yeah, I know she hates toxic financing. However, she certainly loves it when it comes to making payroll at the shareholder's expense.
If she did not have the convertible notes as a safety net for meeting payroll of $170,000, it would be amazing how quick the bankers agreement would get done. She can pontificate without much consequence.