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We all know where you’re going and what your position is Casey Jones 3.
The Freeze Tag CEO indicated that more news will be coming shortly as the merger transaction is finalized, product roadmaps are reviewed and future plans are solidified for the newly combined company.
The merger with Munzee Inc. is proceeding very well. The estimated date of closing the merger is October 18, 2017.
This stock will run soon!!
IMO
Big month ahead!!
3.2 Lockup of Stock Consideration. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, during the period beginning on the Effective Time and ending on the twenty-fourth (24th) month anniversary thereof (the “Lockup Period”), the Munzee Owners will not directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any portion of the Stock Consideration or any shares of the Company’s common stock underlying the Stock Consideration (collectively the “Lockup Securities”), beneficially owned, within the meaning of Rule 13d-3 under the Exchange Act, by such holder on the date hereof or hereafter acquired or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any portion of the Lockup Securities, whether or not any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any of the Lockup Securities. As additional consideration for the Munzee Owners agreeing to lockup the Lockup Securities for the Lockup Period, the primary holders of the Company’s common stock, namely Craig Holland, Mick Donahoo, The Holland Family Trust (and/or its beneficiaries, as applicable) and The Cowdell Family Trust (and/or its beneficiaries, as applicable) will enter into separate lockup agreements with the same restrictions as listed in this Section 3.2.
Great post!!
This one is setting up for a good run soon!!
IMO
Can anyone explain this notes?
On July 25, 2017, we entered into a Securities Exchange and Common Stock Purchase Agreement with an Accredited Investor (the “Accredited Investor #1 Securities Exchange Agreement”). Under the Accredited Investor #1 Securities Exchange Agreement, the Accredited Investor #1 agreed to exchange a promissory note issued by us dated December 20, 2013 (the “Accredited Investor #1 Note”), and the $214,966 in principal owing under the Accredited Investor #1 Note, into 214,966 shares of Series A Convertible Preferred Stock, a yet-to-be-created series of preferred stock. Once created, each share of the Series A Preferred Stock will be convertible into fifty (50) shares of our common stock, on a post-reverse basis (based on a prospective 1-for-100 reverse stock split planned for on or about September 1, 2017) (the “Accredited Investor #1 Series A Stock”), but the holder cannot convert if it would cause the holder to own more than 4.99% of our outstanding common stock. The closing under the Accredited Investor #1 Securities Exchange Agreement for the exchange of the Accredited Investor #1 Note for the Accredited Investor #1 Series A Stock will occur automatically upon the effectiveness of the referenced reverse stock split. At the closing, the $70,815 in interest due under the Accredited Investor #1 Notes will be waived. The description of the Accredited Investor #1 Securities Exchange Agreement set forth in this report is qualified in its entirety by reference to the full text of the “form of” document, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
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On July 25, 2017, we entered into a Securities Exchange and Common Stock Purchase Agreement with an Accredited Investor (the “Accredited Investor #2 Securities Exchange Agreement”). Under the Accredited Investor #2 Securities Exchange Agreement, the Accredited Investor #2 agreed to exchange promissory notes issued by us dated June 25, 2014 and February 11, 2015 and July 28, 2015 and April 7, 2016 (the “Accredited Investor #2 Notes”), and the $1,942,322 in principal owing under the Accredited Investor #2 Notes, into 1,942,322 shares of Series A Convertible Preferred Stock, a yet-to-be-created series of preferred stock. Once created, each share of the Series A Preferred Stock will be convertible into fifty (50) shares of our common stock, on a post-reverse basis (based on a prospective 1-for-100 reverse stock split planned for on or about September 1, 2017) (the “Accredited Investor #2 Series A Stock”), but the holder cannot convert if it would cause the holder to own more than 4.99% of our outstanding common stock. The closing under the Accredited Investor #2 Securities Exchange Agreement for the exchange of the Accredited Investor #2 Notes for the Accredited Investor #2 Series A Stock will occur automatically upon the effectiveness of the referenced reverse stock split. At the closing, the $363,706 in interest due under the Accredited Investor #2 Notes will be waived. The description of the Accredited Investor #2 Securities Exchange Agreement set forth in this report is qualified in its entirety by reference to the full text of the “form of” document, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
On July 25, 2017, we entered into a second Securities Exchange and Common Stock Purchase Agreement with Accredited Investor #2 (the “Second Accredited Investor #2 Securities Exchange Agreement”). Under the Second Accredited Investor #2 Securities Exchange Agreement, the Accredited Investor #2 agreed to exchange a promissory note issued by us dated February 8, 2017 (the “Accredited Investor #2 Note”), and the principal owing under the Second Accredited Investor #2 Note on September 30, 2017, into shares of Series A Convertible Preferred Stock, a yet-to-be-created series of preferred stock, with the number of shares to be determined by the principal amount due under the note on September 30, 2017 at price of $1 per share. At the closing, the interest due under the Second Accredited Investor #2 Note will be waived. The description of the Accredited Investor #2 Securities Exchange Agreement set forth in this report is qualified in its entirety by reference to the full text of the “form of” document, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
On July 25, 2017, we entered into a Securities Exchange and Common Stock Purchase Agreement with an Accredited Investor (the “Accredited Investor #3 Securities Exchange Agreement”). Under the Accredited Investor #3 Securities Exchange Agreement, the Accredited Investor #3 agreed to accept 51,094 shares of our Series A Convertible Preferred Stock, a yet-to-be-created series of preferred stock (the “Accredited Investor #3 Series A Stock”), for all amounts due to Accredited Investor #3 under that certain Game Marketing Investment Agreement between us and Accredited Investor #3 dated February 1, 2016, as orally modified by the parties on June 9, 2016 (the “Game Marketing Agreement”). Once created, each share of the Series A Preferred Stock will be convertible into fifty (50) shares of our common stock, on a post-reverse basis (based on a prospective 1-for-100 reverse stock split planned for on or about September 1, 2017) (the “Accredited Investor #3 Series A Stock”), but the holder cannot convert if it would cause the holder to own more than 4.99% of our outstanding common stock. The closing under the Accredited Investor #3 Securities Exchange Agreement for the exchange of the amounts due under the Game Marketing Agreement for the Accredited Investor #3 Series A Stock will occur automatically upon the effectiveness of the referenced reverse stock split. At the closing, any interest due under the Game Marketing Agreement, as amended, will be waived. The description of the Accredited Investor #3 Securities Exchange Agreement set forth in this report is qualified in its entirety by reference to the full text of the “form of” document, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.
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With that being said there should be no dilution till the lock is over in 24 month. Correct?!
Is there any lock on the other 3 investors?
Where does it state this in the filings??
For those of you that might question the preferred shares, they have a 24 month lock per the filing.
Well said Sir!
Great Post
How good or bad is it?
Can you go into a little bit more detail on this letter that
you received?
Sir, Cheds
Is this a short term trade for you?