GeneSYS ID Inc fka GNID

[DCorleone]

My follow da Money DD on RXSFD
RXSFD "Money Deal" was 10M/82%/4.99%,
New Deal 1M/75%/9.99%/+ 60,000
And she did it why? Protect who? What was the purpose of the forward split 5-1.

Equity Purchase Agreement with Coventry Enterprises, LLC

On February 25, 2015, RX Safes, Inc. (the “Company”) entered into an Equity Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), whereby Coventry agreed to purchase up to $10,000,000 of the Company’s common stock, to be registered in a Form S-1 registration statement (the “Shares”). The agreement will have a three-year term unless sooner terminated because $10,000,000 of the Company’s common stock has already been sold to Coventry.

During the term, the Company will have the right to deliver a put notice (each a “Put Notice”) to Coventry requiring it to purchase a specific amount (the “Investment Amount”). The purchase price for the Shares covered by the Put Notice shall be equal to 82% of the lowest closing bid price for the twenty trading days immediately preceding the date of delivery of the Put Notice (the “Purchase Price”). The Company will deliver to Coventry, simultaneously with delivery of a Put Notice, a number of Shares equal to the Investment Amount. The actual number of Shares purchased Coventry for the Investment Amount shall be calculated by dividing the Investment Amount specified in the Put Notice by the Purchase Price.

The number of Shares sold to Coventry at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Coventry, would result in Coventry owning more than 4.99% of all of the Company’s common stock then outstanding. Finally, as part of the equity purchase agreement, Coventry is prohibited from executing any short sales of the Company’s common stock during the term of the Equity Purchase Agreement.

New Deal

Equity Purchase Agreement

On October 7, 2015, we entered into an Equity Purchase Agreement (“EPA”) and a Registration Rights Agreement (“RRA”) with Kodiak Capital Group, LLC (“Kodiak”) in order to establish a source of funding. Under the EPA, Kodiak has agreed to provide us with up to $1,000,000 of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, we can deliver puts to Kodiak under the EPA under which Kodiak will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice, which investment amount may be any amount up to $1,000,000 less the investment amount received by us from all prior puts, if any. Puts may be delivered by us to Kodiak until the earlier of December 31, 2016 or the date on which Kodiak has purchased an aggregate of $1,000,000 of put shares. The number of shares of our common stock that Kodiak will purchase pursuant to each put notice will be determined by dividing the investment amount specified in the put by the purchase price. The purchase price per share of common stock will be set at seventy-five percent (75%) of the Market Price for our common stock with Market Price being defined as the lowest closing bid price for our common stock for any trading day during the five consecutive trading days commencing on the date we notify Kodiak that its shares have been deposited with its broker (the “Valuation Period”). There is no minimum amount that we must put to Kodiak at any one time, but we may not put more than allowed by the principal market we trade on. Pursuant to the Equity Purchase Agreement, Kodiak and its affiliates will not be required to purchase shares of our common stock that would result in Kodiak's beneficial ownership equaling more than 9.99% of our outstanding common stock.

Kodiak was issued a commitment fee in the form of a [color=red][/color]$60,000
interest free convertible promissory note (“Commitment Note”). The note carries a 12-month term and is convertible at a 65% discount to the lowest sales price for the trailing 10 days prior to conversion.. The shares underling the note must be registered by November 30, 2015. Regardless, the Note cannot be converted until after April 7, 2016.