HydroPhi Technologies Group Inc. (fka HPTG)

[greenmachine2]

Does this sound like bankrupty to you? Not to me!

Stock Purchase Agreement


On November 23, 2015, Hydrophi Technologies Group, Inc., a Florida corporation (the “Company”, “we,” “us,” or “our”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), whereby the Company purchased, all of the outstanding stock of each of Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. (collectively, “Pro Star”). The Pro Star Purchase Agreement is an attempt to preserve and enhance shareholder value in light of ongoing challenges in the execution of the Company’s business mission to bring hydrogen on demand technology to older, mechanical injection vehicles. Pro Star had unaudited management reported 2014 revenue of $27.3 million with net income of $660,000.


The purchase price for Pro Star consists of (i) up to an aggregate of $1,512,500 in cash, payable in installments as set forth in the Purchase Agreement (“Closing Cash”), (ii) a promissory note in the principal amount of $2,500,000, which is convertible into 4.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Note”), (iii) Series A preferred stock of the Company, which will be convertible into 80% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Preferred Stock”) and (iv) a form of warrant that will be exercisable for a number of shares of common stock of the Company necessary to ensure that the Note and Preferred Stock collectively result in the issuance of 84.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Goldenshare”). Following the eighteen month anniversary of the issuance of the Preferred Stock, holders of Preferred Stock shall be entitled to dividends at the rate of 5% per annum, payable quarterly. Holders of Preferred Stock shall vote together as a single class with holders of common stock of the Company.


Further, certain existing investors have agreed to either forgive certain outstanding debt of the Company or exchange such debt for common stock of the Company. Such forgiveness and/or exchange has resulted in the elimination of debt liability of almost $2.5 million, and the net return to treasury of approximately 30 million shares of common stock.

https://www.sec.gov/Archives/edgar/data/1496741/000151597115000399/hptg8k112315.htm