Wednesday, June 24, 2015 1:45:55 PM
Private Placement
On December 9, 2013 and December 11, 2013 the Company closed on $195,000 in a private placement (the “Private Placement”)contemplated by a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated December 9, 2013, pursuant to which the Company sold 195,000 Units (as defined below) to accredited investors (each, an “Investor” and collectively, the “Investors”), one of whom was Victor Keen, the Company’s Chief Executive Officer and a member of the board of directors of the Company. Accordingly, at the closings, the Company issued (i) 195,000 shares of its newly designated Series A Convertible Preferred Stock (the “Series A Preferred”), and (ii) warrants (“Warrants”) to purchase an aggregate of 9,750,000 shares of Common Stock for gross proceed of $195,000.
On January 23, 2014, the Company sold to Victor Keen, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors, 190,000 Units for a purchase price of $190,000, as part of the Private Placement (as defined therein) disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2013. Pursuant to such Private Placement, the Company has now received aggregate proceeds equal to $385,000. Such Private Placement is now closed.
Under the terms of the Securities Purchase Agreement, the Company sold units (“Units”) consisting of: (i) one share of Series A
Convertible Preferred Stock and (ii) Warrants to purchase fifty (50) shares of Common Stock. The purchase price of each Unit was $1.00. The total purchase price of the securities sold in the Private Placement was $385,000.
10% Convertible Debentures to Directors due June 30, 2015
On June 24, 2013, the Company issued to Victor Keen and Martin Keating, Directors of the Company, (“Directors”) 10% convertible debentures in a principal amount of $15,000 each, due June 26, 2014 and subsequently extended to June 30, 2015. The Directors may elect to convert all or any portion of the outstanding principal amount of the debentures at an exercise price of $0.01 per share. Provided that the debentures are paid in full on or before the maturity date, no interest shall accrue on the unpaid balance of the principal amount. In the event that the debentures are not paid in full on or before the maturity date, interest shall accrue on the unpaid outstanding balance of the principal amount of the debentures from June 26, 2013, until paid, at the fixed rate of ten percent (10%) per annum.
10% Convertible Debenture due August 2015
On August 15, 2014, the Company issued and sold to an accredited investor a Convertible Debenture (the “10% Debenture”) in the
principal amount of $150,000. The 10% Debenture included a 3% original issue discount. Accordingly, the Company received $145,500 gross proceeds, from which the Company paid legal and fees of $5,000. During 2015, the holder of the 10% Debenture, converted $75,000 of the 10% Debenture into 62,358,608 shares of common stock at an average of $0.0001 per share based on the formula in the 5% Notes. The 10% Debenture has a maturity date of August 15, 2015 and carries a 10% interest rate. Subject to a 4.99% beneficial ownership limitation, the holder of the 10% Debenture may, at any time, elect to convert all or any portion of the outstanding principal amount of the 10% Debenture into shares of Common Stock at a conversion price equal Sixty Five Percent (65%) of the lowest traded VWAP,determined on the then current trading market for the Company’s common stock, for 15 trading days prior to conversion.
Recent CRTG News
- Form 8-K - Current report • Edgar (US Regulatory) • 11/14/2024 09:13:16 PM
- Form SC 13D - General Statement of Acquisition of Beneficial Ownership • Edgar (US Regulatory) • 09/11/2024 12:42:46 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/11/2024 12:40:13 AM
- Form 3 - Initial statement of beneficial ownership of securities • Edgar (US Regulatory) • 09/11/2024 12:39:43 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/09/2024 06:11:15 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 08/22/2024 06:32:29 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/14/2024 06:21:48 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 08/05/2024 08:34:26 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/18/2024 01:30:17 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 06/08/2024 01:31:20 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 06/08/2024 01:30:18 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/06/2024 09:01:32 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 05/14/2024 03:07:40 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 03/06/2024 02:51:56 PM
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