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There may be something wrong with the link Damizo, as the photo takes you to an old street view shot of 1850 Clay Street which is how it was when Speedster Inc. occupied the space a couple of years ago.
Let's try this... Here is a satellite pic (courtesy of Terraserver) reported to be from 6/5/17 of 1708 Michigan Street Hammond, Indiana. Fwiw, my brief visit to that particular Pro Star yard last Thursday confirmed what's in the image. I will say, the only difference(s) I found were slightly more trucks on the West/northwest side on the Pro Star/Viking garage than the roughly 2 month old photo shows and the previous info I posted concerning the few Pro Star trucks in the back lot of 1850 Clay Street which I haven't seen on prior visits.
https://vault.myvzw.com/webcs/app/share/invite/4S1WjKqPkj
1708 Michigan Street Hammond, In... That's where the truck/trailer parking, and service center is. 1850 Clay is where an office/ unused garage are located...
Good news... Thanks..
Haven't heard anything... As for the trading, mostly Knight and Citadel controlling the action.. lots of shorting (per OTC Markets data) on higher volume days (relatively speaking) lately...
You're welcome, Hydro... But I have the feeling you already knew that ... ASN Holding ...
That's very possible. That's one of the risks you run when you try to expand your company that way. Additionally, when serious violations do occur, they need to cut those O/O's loose immediately. Again, it's one of the things the US DOT looks at.... How the company itself responds to violations...
Along those lines, Vucic added another new Safety Officer in mid May. Often times, during an initial Compliance Reviews, the US DOT will insist trucking firms add more safety personnel. That's one of several common sticking points keeping companies from obtaining Satisfactory Safety ratings. We're stuck with "Conditional" for now. Record keeping, ongoing driver training programs, hours of service on behalf of the drivers, obviously better inspections, written responses to requested corrections and questions from the first review, accidents, driver qualifications are the other top stumbling points. We're close on inspections, you can find other firms with poorer inspection scores than us with Satisfactory ratings. Our driver scores need to be better, that's for sure..
You can also go to the Orlando "Prostar Freight System" Facebook page (visitor posts/photos) where there may be some you can use.
Personal observations, social media, contact with owner operator(s) and one customer name from an employee at a local (local to me) logistics firm I won't name. I keep lists of most everything Pro Star related. Most everyone here knows I take my own photos when I get the opportunity.
Pro Star Freight Systems not only handles all the loads they can, they farm out loads to other local carriers I've named before. Additionally, we perform maintenance and parking service?s for some Maybach International trucks in Indiana and Florida.
Damazio, I'm not sure what question was asked as I'm of the habit that 6pak espouses, when it comes to whom is doing the asking... However, if it matters, here's a very, very short list of some of our customers.
Smithfield Packing- Newport News, VA; Gordon Food Service- Brighton, MI; Sastern Food Services-Laurel, MD; Crown Cork & Seal- Crawfordsville,IN; Nestle-Greenwood,IN; Certco Foods- Madison, WI; Save A Lot Foods- Edgerton, WI; Sysco, Baraboo, WI; Reinhart Food Service- Oak Creek, WI and Michigan; JBS Logistics- Naperville, IL; Lakeside Foods- Manitowoc, WI, Meijer Stores- Midwest Region, Panera Bread- Midwest Region, Champion Foods, Aldi Foods- Indiana, Illinois and Wisconsin.
Just for kicks, here we are at Nestle... Enjoy!
https://vault.myvzw.com/webcs/app/share/invite/2XJhXnwslz
Thanks for the input. Good luck to you.
Zaric is a tough and smart businessman. Engaging and pretty charismatic... He's also pretty damn good at showing his partners and clients a good time, which, is really valuable in this or any business. He's doing things his own way and there's no use in trying to talk to him... Again, I can only speak for myself but I know I'm in the same boat he is... If he's not concerned his stock price is in the toilet right now, I'm not either. At some point in the future he's going to want to get paid for putting this trucking company together... I can wait as well..
Plans... Specific to stock ownership... To acquire as many shares as he can at the lowest price. The same as anyone else. Due to the complexity of the stock purchase agreement between Hydrophi Technologies Pro Star Freight Systems, Pro Star Holdings Trust (of which Mr. Zaric is the beneficial owner), controls 80% of the outstanding stock (323,835,533 shares). However, those shares are ONLY issue upon conversion of his single unit of Series A Convertible Preferred Stock. This information is available in the latest 10kt filing.
I can imagine than all shareholders would agree that it would be beneficial if all of those shares came from the company treasury upon conversion, without issuing new shares to satisfy the note.
Now I can only speak for myself when I say I'm hoping that over the past 18 months, the company has been purchasing our own stock on the open market as cheaply as possible, filling up the treasury for eventual conversion.
Lots of strange stuff lately... last week, MAXM had over 1,200,000 on the ask and I bought roughly a quarter of that. It took over 8 minutes to fill that trade... And to top it off, the shares were shorted in order to fill the transaction....
I agree with you hydro, we shareholders, as a group, have not been shown much respect from management. Not that I believe Mr. Zaric has actual disdain for us, no... I just think he doesn't want anyone near this stock until his plans are set in place.
With all due respect, that photograph that you show of the Clay Street address was taken by a Google car camera in August of 2015.
The photograph I showed was taken on July 29th, 2016, at 6:49 in the morning by me.
Is the issue the lack of a Pro Star sign on the Clay Street address? As we've discussed on this board before, Pro Star Freight Systems is just using that address for tax reasons as they need to have a registered location in Indiana for tax purposes (savings). However, to the point at hand, this should clear up the question.
https://vault.myvzw.com/webcs/app/share/invite/lyubnlAAEN
Yep, I've seen the new shots (there's a new one for the Hammond Indiana yard also).
As far as the car carrier is concerned, I know ProStar Auto Group has operated down there. Additionally, other car carriers such as JGP Trucking could be using the lot as well. I asked ProStar in Orlando directly if they were doing any hauling for their neighbors and they would not directly confirm it.
And one more thing as it pertains to ProStar Auto Group. It was explained to me, by someone outside of the company, that one of the reasons that you may want to start separate company (like PSAG) while you're breaking into a new segment of the business, is to not adversely affect your safety rating (in our case, Pro Star Freight Systems). Because you will inevitably encounter some growing pains and I know when they hired Vucic last spring to shepherd them to their very first satisfactory compliance rating, that was most likely a concern.... Pro Star Freight Systems had their FMCSA safety review in Feb and in early April they received a conditional rating. Maybe in a month or two, if all goes well, we can get that upgraded to a satisfactory rating. Sometimes it's just as simple has tightening up policies and procedures with more written documentation and any other concerns the US DOT might have had at review time. Achieving a satisfactory rating would be very important for us. It means more business and better rates going forward...
Thanks for the update..
No clue... My best guess is American Serbian National Holding. Or something close to that...
Other clues we have for an eventual? holding company which would contain Pro Star Freight Systems and other entities include the fact that our registration on the FMCSA website used to show us owning 30 trailers. Most of us remember when they were purchased last year and even the press release stating so. Now, we have Pro Star Trailer Leasing operation out of our headquarters.. Recently?, spoke to an owner/operator who told me he leases his trailer from Pro Star. I don't think Zaric would buy 30 trailers with Hydrophi/Pro Star Freight Systems money, put out a press release about it and then transferred those assets to a separate company he controls... That would be nonsense... Also on the Pro Star web site they've been pitching that the trailer leasing was "coming soon " for quite a while...... Well, its already here.... Also, go ahead and pull up Hydrophi Technologies Group Inc. on the Florida Secretary of State's business data base... You'll see it's been dissolved...
We're heading for a name change / new corporate entity... I just don't know when...
Which part? The first answer is State filings anyone can look up. The accounting service we're talking about, the one on Lawrence Ave. in Chicago works for individuals and many companies... Not just Serbian firms. As far as GBH is concerned, they have audited Hydrophi Technologies financial statements for a few years and handled the latest 10kt. Pro Star Freight Systems has maintained their business relationship with the firm, meeting with them in October of 2016. That's as much as I will say on that last matter.
Absolutely not.... That firm keeps records/books and acts as registered agents for dozens of companies....
GBH certified public accounting (Houston - New York) is our auditing/accounting firm.
Sort of... here's the link to the search page...
https://www.ilsos.gov/corporatellc/
You'll have to search for it independently?...
Type of search is "Corporate and LLC"
Search method is "Name"
Type in "ASN HOLDING"
You'll get 3 returns..
ASN HOLDING
ASN HOLDING OF ILLINOS LLC
ASN holdings Inc. (last one has nothing to do with us)
The first two are related entries... click on either one.
There you go..
That last post should have said "Pro Star Trailer Leasing"
Thanks for digging that up Wealth, it let's me jump in the middle of this so to speak... Anyway, most of us remember that Zaric had said in press releases in early 2016 that he would be moving Pro Star Freight Systems operations to Indiana for tax purposes.. Several moths prior to that, Pro Star Auto Group had been formed. Both ASN Holding and ProStar Auto Group's address are listed as 1850 Clay Street Hammond, In. I've visited this address quite a few times in the past year and although there are rarely any vehicles at that address, there are ProStar Freight Systems and ProStar Auto Group banners all over the property. Now, we know Pro Star Freight Systems truck yard is just a couple blocks away at 1708 Michigan Street... That's where their garage is and that's where some of their trucks and trailers are.. It was (and still is) my speculation that Zaric would roll ProStar Auto Group, ProStar Freight Systems, Pro Star Trailer Rental into ASN Holdings which, again, is registered in Indiana. Don't forget, that Clay Street property was purchased with ProStar Freight Systems money ...$300,000.... I don't believe he has any intention of running the offices out of Indiana, he continue to do that where he lives (most of the time), in the Chicagoland area... He'll just use the 1850 Clay Street address as the base to keep it legal. As it stands right now, Pro Star Freight Systems, ProStar Auto Group, Arrow Freight and ProStar Truck Leasing are being run out of 1000 Jorie Boulevard (Suite 250) in Oak Brook, Illinois.. That's where the substantial portion of business and operations is being done... That's where all the office personnel work... Zaric, in the past, cobbled together a couple companies under ProStar Holdings Trust...
That doesn't exist anymore. But, Zaric created ASN Holding LLC for a reason... Not just to exist on paper, not a chance.. I just think he's been getting his ducks in a row before he puts the "band together"... Otherwise, he just could have registered ProStar Freight Systems at that Clay Street address and been done with it. Simple.. Anyway, this is just my opinion.. He could still put those other companies under the ASN Holding umbrella, leaving Pro Star Freight Systems on it's own.. That's very possible...
All information that I've dug up from the Indiana Secretary of State business search website and the Illinois Secretary of State business search websites can be fact checked easily. Again, I have no idea what Zaric will do with all these separate entities... It just makes some sense to tie them together...
By the way, does anyone have any guesses on what ASN stands for?
ASN Holding now registered with the Illinois Secretary of State as a foreign corporation (Indiana) for conducting business in Illinois..
Very good... I sent an email to Bob as well... That answers the question concerning the notes worth just under a half million which were issued in roughly the 1st quarter of 2016...
Ok, thanks.
Anyone check the share count this week? There are these as well...
From January 1, 2016 through April 4, 2016, the Company entered into various security purchase agreements with two lenders for $451,250 in cash. All of the proceeds went directly to Pro Star. There is no stated interest on any of the notes. The maturity of the notes range from August 1, 2016 through April 4, 2017. The note holder may convert the notes at any time after the issuance date into fully-paid non-assessable shares of common stock equal to a fifteen (15%) discount from the average of the three (3) lowest trading prices in the five (5) trading days prior to the election to convert
To be exact, it's Sason's other entity, Group 31 LLC (not Magna).
On January 11, 2016, the Company issued 10,735,374 common shares for conversions of notes issued to 31 Group, LLC with principal of $20,000.
On January 28, 2016, the Company issued 10,857,764 common shares for conversions of notes issued to 31 Group, LLC with principal of $20,000.
On February 2, 2016, the Company issued 23,208,733 common shares for conversions of notes issued to 31 Group, LLC with principal of $25,857 and interest of $55,605
Who knows if they still own them...
On February 2, 2016, the Company issued 23,208,733 common shares for conversions of notes issued to 31 Group, LLC with principal of $25,857 and interest of $55,605.
6pak, now after going over the deal documents, I'm not sure where I got hung up on the 18 month anniversary date of the deal.. However, here is the Greenshoe warrant information... I guess to simplify my point, in the end, Zaric will/has control of a minimum of 84.9% of the company. I firmly believe the purposeful withholding of not only excellent financial information (I'll go so far as to clarify "excellent financials" meaning gross sales for a 1.1 million dollar market cap company) but information on expansion (which we know has happened and continues to happen), continued additions of newer trucking equipment (company controlled rigs) of which photos were posted to social media in the summer and fall of 2016, expansion of owner-operators reducing costs to the company, new markets (auto shipping) and routes. Just to cherry pick info that we (on this board) uncovered ourselves. So, who benefits, for the time being, from the complete news blackout of ANY information? I maintain it's Zaric relating to the acquisition of shares by him and/or the company itself (that will ultimately go to him). He came into this as the sole owner of Pro Star and I think he wants as much of the company he can get before we start to see any news. If Magna hasn't sold anything, they are roughly 10-11% owners. Slotkin, at least 3%, maybe more.. we don't know yet what happened with his preferred stock and the Hydrophi Group LTD spin off. We don't know how much capital stock the company had in the treasury... if any.. at the time of the merger. So, I say the silence favors the big man... And the company isn't silent because nothing (operations-wise) is going on... unlike most pinks...
Contract
? November 24th, 2015
?Delaware
?New York
?Florida
?HydroPhi Technologies Group, Inc.
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
HYDROPHI TECHNOLOGIES GROUP, INC.
GREENSHOE WARRANT
Warrant No. 2015-1
Original Issue Date: November 23, 2015
HYDROPHI TECHNOLOGIES GROUP, INC., a Florida corporation (the "Company"), hereby certifies that, for value received, Prostar Holdings Trust or its registered assigns (the "Holder"), is entitled to purchase from the Company the number of shares of Common Stock (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") set forth in Section 4 herein, at any time and from time to time from and after the Original Issue Date and through and including November 23, 2020 (the "Expiration Date"), and subject to the following terms and conditions:
1.
Definitions. As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.
"Business Day" means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.
"Common Stock" means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereafter be reclassified.
"Exercise Price" means $0.0001, subject to adjustment in accordance with Section 9.
"Fundamental Transaction" means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.
“Original Issue Date” means the Original Issue Date first set forth on the first page of this Warrant.
“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.
"Trading Day" means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted on a Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets, LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) and (ii) hereof, then Trading Day shall mean a Business Day.
"Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB, the OTCQX or the OTC Pink (or any successors to any of the foregoing).
2.
Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
3.
Registration of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.
4.
Exercise and Duration of Warrants.
(a)
This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Original Issue Date through and including the Expiration Date. At 5:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
(b)
Intent Regarding Warrant Shares. In the event that, while this Warrant is outstanding, the preferred stock of the Company issued to Holder on the date hereof (the “Preferred Stock”) converts, in the aggregate, into less than 84.9% of the fully-diluted Common Stock and Common Stock Equivalents of the Company, then this Warrant shall be exercisable into that number of Warrant Shares which would entitle the Holder to, when aggregated with the Preferred Stock, 84.9% of such fully-diluted Common Stock and Common Stock Equivalents as of any such date. The Company shall notify the Holder in writing, no later than the Trading Day following the Company’s discovery of circumstances requiring such an adjustment or of any claim made by a third party that may cause such an adjustment.
2
5.
Delivery of Warrant Shares.
(a)
To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which shall be free of restrictive legends. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use its reasonable best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.
(b)
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.
(c)
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.
(d)
The Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.
3
6.
Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.
7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.
8.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.
9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.
(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.
(b)
Fundamental Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "Alternate Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
(d)
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.
(e)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company's Transfer Agent.
(f)
Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction (but only to the extent such disclosure would not result in the dissemination of material, non-public information to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.
10.
Payment of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:
(a)
Cash Exercise. The Holder may deliver immediately available funds; or
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(b)
Cashless Exercise. The Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:
X = Y [(A-B)/A]
where:
X = the number of Warrant Shares to be issued to the Holder.
Y = the number of Warrant Shares with respect to which this Warrant is being exercised.
A = the average of the closing prices for the five Trading Days immediately prior to (but not including) the Exercise Date.
B = the Exercise Price.
For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.
11.
Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.9% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived, and notwithstanding anything to the contrary, may not be amended by agreement of the parties.
12.
No Fractional Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.
13.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to 3440 Oakcliff Road, Suite 100, Doraville, GA 30340, facsimile: [ ], (or such other address as the Company shall indicate in writing in accordance with this Section), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.
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14.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days' notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as shown on the Warrant Register.
15.
Miscellaneous.
(a)
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.
(b)
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York (except for matters governed by corporate law in the State of Delaware), without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.
(c)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
(d)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
(e)
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.
HYDROPHI TECHNOLOGIES GROUP, INC.
By:
/s/ Roger M. Slotkin
Name:
Roger M. Slotkin
Title:
Chief Executive Officer
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EXERCISE NOTICE
HYDROPHI TECHNOLOGIES GROUP, INC.
WARRANT DATED NOVEMBER 23, 2015
The undersigned Holder hereby irrevocably elects to purchase _____________ shares of Common Stock pursuant to the above referenced Warrant. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.
(1)
The undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.
(2)
The Holder intends that payment of the Exercise Price shall be made as (check one):
____
“Cash Exercise” under Section 10
____
“Cashless Exercise” under Section 10
(3)
If the holder has elected a Cash Exercise, the holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.
(4)
Pursuant to this Exercise Notice, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of the Warrant.
(5)
By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Warrant to which this notice relates.
Dated: _______________, _____
Name of Holder:
(Print) ________________________________
By:___________________________________
Name:________________________________
Title:_________________________________
(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
8
Warrant Shares Exercise Log
Date
Number of Warrant Shares Available to be Exercised
Number of Warrant Shares Exercised
Number of Warrant Shares Remaining to be Exercised
9
HYDROPHI TECHNOLOGIES GROUP, INC.
WARRANT ORIGINALLY ISSUED NOVEMBER 23, 2015
WARRANT NO. 2015-1
FORM OF ASSIGNMENT
[To be completed and signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.
Dated:
_______________, ____
_______________________________________
(Signature must conform in all respects to name of holder
as specified on the face of the Warrant)
_______________________________________
Address of Transferee
_______________________________________
_______________________________________
In the presence of:
__________________________
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I'll dig it out in a bit... Been running a few errands...
Sorry 6pak, I was referring to the Greenshoe warrant issued to Zaric which converts to 80% of the outstanding stock of the company....
Just Zaric
I think it has to do with the series A preferred stock. Read the agreement.. He has to wait 18 months to convert and actually get the common shares.... His preferred certificate is GOOD for the shares... So, how many shares of common stock are in the company's treasury right now? I don't know.... Will the company have to issue more shares to get him the 320 some odd million shares he is due? If so, that will dilute his percentage of ownership of the company as well..... So, who's been slowly buying shares for the past 16 months? The company many itself?? That's why it's always been my belief we don't hear anything until after the end of May of this year....
Agreed... When the merger with hydrophi was inked, they valued ProStar at roughly 27 million dollars (from the filings). For Zaric to take a company like that public it would have cost him in the ballpark of 4 million to do it. So you're right 6pak, He was basically able to go public for a pittance via the merger..
Very nice... I haven't been able to access the FMCSA site this morning to view the data. Last Friday I came across a parked Pro Star truck (Indiana plates) and trailer. The Pro Star emblem was placed over where an old Viking Transportation Inc. emblem had been. Viking occupies the front portion of Pro Star's garage in Hammond, In. Their address is 1708 Michigan Street in Hammond, Indiana. Nice to see. They have a few rigs themselves, hope they're all hauling for us as owner operators.... Additionally?, Arrow Freight, which is an Indiana? company (since 2012), has recently listed with the Illinois Secretary of State as a foreign corporation, their office address is listed as the same as Pro Star Freight Systems (along with Pro Star Auto Group) in Oak Brook.
I believe we still have a business relationship with GBH (CPA's). A smaller firm, yet, conducts independent audits of public companies. Anyone can go to their website and look them up.
I won't hazard a guess as to when we get to see the financials.