A look at the history of Notes for REDG: Sorry this is so long, and I'm not done. Iconic the first official note is completed, but all the others are up to Aug. 2014. I was going to do just share totals, $$, and specific dates but it was taking way too long and I didn't like how it was turning out. Instead I went with the basic points of each note and a complete history of REDG's agreements with them. (Remember, I am not done though, so this is not the finished product with all note history complete - just the first one is done completely.). There is not much left though, just have to get the time to finish it. Oceana and Hoppel Settlements are not in there yet because I'm not to those dates yet in the filings. BTW, this is directly from the filings - copying and pasting with only some minor edits to shorten some things to make it quicker to get through. thedocg
With that - here it is:
A complete history of Convertible Notes/debt financing/Settlement Claims of REDG:
Note #1: Iconic Holdings LLC (SPA and Note)
May 10, 2013:
Iconic Holdings LLC - Line of Credit Established for $5 million
Sept. 20, 2013:
Securities Purchase Agreement dated April 15, 2013 between Red Giant Entertainment, Inc. and Iconic Holdings, LLC - $5 million
Registration Rights Agreement dated April 15, 2013 between Red Giant Entertainment, Inc. and Iconic Holdings, LLC.
9.9% Secured Convertible Promissory Note dated April 15, 2013 between Red Giant Entertainment, Inc. and Iconic Holdings, LLC - $130,000 at par value .001 value due April 15, 2014
Dec. 5, 2013:
Pursuant to the Iconic SPA, we agreed to issue to Iconic shares of our common
stock as a commitment fee valued at $100,000 in aggregate. we issued to Iconic an aggregate of 8,252,546 shares,of which 772,798 shares were transferred to Iconic from shares held by Benny R.Powell, our President. As of the date of this report Iconic has converted $62,000 of amounts owed to it under the Iconic Note into 22,636,273 shares.
April 21, 2014:
From December 2013 through January 2014, Iconic Holdings, LLC converted a portion of the principal and interest owed to it under Secured Convertible Notes substantially in the form filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 20, 2013 into an aggregate of 44,949,897 shares of our common stock.
June 11, 2014:
On June 6, 2014, we issued 38,197,717 shares of common stock to Iconic Holdings,LLC to convert $22,918.63 of principal and interest due under the 9.9% Secured
Convertible Promissory Note dated April 15, 2013.
July 30, 2015:
On June 22, 2015, we issued 34,848,485 shares to Iconic Holdings, LLC, to
convert $23,000 of the principal and interest owed under the $25,000 Convertible
Promissory Note dated as of December 20, 2013 filed as Exhibit 10.34 to our
Annual Report on Form 10-K filed on April 6, 2015. The issuance was made
pursuant to a June 18, 2015 notice of conversion.
On June 29, 2015, we issued 39,545,433 shares to Iconic Holdings LLC to convert
$6,151.51 of the principal and interest owed under the $25,000 Convertible
Promissory Note dated as of December 20, 2013 filed as Exhibit 10.34 to our
Annual Report on Form 10-K filed on April 6, 2015. The issuance was made
pursuant to a June 26, 2015 notice of conversion.
Note #2: Typenex Co-Investment LLC (Red Cliffs, JFV Holdings, John M. Fife)
June 21, 2013, we entered into a Securities Purchase Agreement (the "Typenex
SPA") with Typenex Co-Investment, LLC ("Typenex") under which we concurrently
issued to Typenex a Secured Convertible Promissory Note in principal amount of
$557,500 with an original issue discount of $50,000 plus an additional $7,500 to
cover Typenex's due diligence and legal fees in connection therewith (the
"Typenex Note") in exchange for $100,000 in cash, two secured notes (the
"Secured Buyer Notes") and two unsecured notes (the "Unsecured Buyer Notes";
together with the Secured Buyer Notes, the "Buyer Notes").
The Typenex Note is convertible into shares of our common stock in five tranches
consisting of an initial tranche of $157,500 plus interest and other fees and
amounts due and four tranches of $100,000 plus interest and other fees and
amounts due, with conversion of the last four tranches conditioned upon payment
in full of the Buyer Note corresponding to such tranche.
Jan. 13, 2014 filing Typenex's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Typenex as of the date of this filing was 45,710,071, which is 9.99% of the 457,558,273 shares that were outstanding on that date (as reported in the Issuer's Form 10-K filed on December 4, 2013).
April 21, 2014 filing - January through February 2014, Typenex Co-Investment, LLC converted a portion of the principal and interest owed to it under a Secured Convertible Promissory Note filed as Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on January 27, 2014 into an aggregate of 25,890,776 shares of our common stock.
April 21, 2014 filing - March 2014, Typenex Co-Investment, LLC converted $69,661 in principal and interest owed to it under a Secured Convertible Promissory Note filed as Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on January 27, 2014 into an aggregate of 81,002,267 shares of our common stock.
May 9, 2014 filing - May 5, 2014, we issued 61,512,742 shares of common stock to Typenex
Co-Investment, LLC to convert $38,137.90 in partial principal and interest due
under a Secured Convertible Promissory Note
Note #3: WHC Capital LLC
August 1, 2013, we issued a $166,000 12% secured convertible debenture (the
"Debenture") to WHC. The Debenture matures on August 1, 2014, and interest on
the Debenture is payable in cash upon maturity. If we fail to repay the
Debenture with interest upon maturity, the interest rate increases to 22%. The
Debenture is secured by 35,000,000 shares of common stock pledged by Benny R.
Powell, our Chief Executive Officer, President, Chief Financial Officer, and
Secretary, and a member of the Board, from his individual holdings. Funding of
this note was received subsequent to our fiscal year end.
Dec. 13, 2013 Because such registration ( of shares for WHC) was not declared effective by the Securities and Exchange Commission by December 9, 2013, the principal amount of the Debenture has increased by 140% to $232,400. WHC has notified us of its intention to sell the 35,000,000 shares of common stock (the "Pledged Shares") pledged by Benny R. Powell, our Chief Executive Officer, President, Chief Financial Officer, and Secretary, and a member of our
Board of Directors under the Pledge and Security Agreement with WHC and Mr.
Powell, to cover payment of the $232,400 plus interest.
April 21, 2014 filing - February 2014, WHC Capital, LLC converted a portion of the principal and interest owed to it under a 12% Secured Convertible Debenture filed Exhibit 4.6 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 27,300,000 shares of our common stock.
April 21, 2014 filing - March and April 2014 prior to the date of this Quarterly Report, WHC Capital, LLC converted a portion of the principal and interest owed to it under a 12% Secured Convertible Debenture filed Exhibit 4.6 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 162,772,845 shares of our common stock.
April 22, 2014 - WHC 13g holdings 137,772,845* Consists of common stock which the reporting person has the right to acquire by way of conversion of a convertible note. See the Issuer's filings with the Securities and Exchange Commission for additional information regarding the Convertible Note.
May 9, 2014 filing - May 5, 2014, we issued 41,699,956 shares of common stock to WHC Capital,LLC to convert $16,054.48 in partial principal and interest due under a 12%
Secured Convertible Debenture
July 11, 2014 filing - On May 27, 2014, we issued 82,320,000 shares of common stock to WHC Capital LLC to convert $45,276 in partial principal and interest due under the 12% Secured
Convertible Debenture
July 11, 2014 filing - On July 10, 2014, we issued 86,644,000 shares of common stock to WHC Capital LLC to convert $42,888.78 in principal and interest due under the 12% Secured
Convertible Debenture. The issuance was made pursuant to a June 18, 2014 notice of conversion.
Note #4: JSJ (more than one note to JSJ)
August 5, 2013, we issued a $27,500 convertible note (the "JSJ Note") to JSJ.
The JSJ Note is due and payable in six months from issuance at a premium of 125%
of the principal amount.
April 21, 2014 filing - February 2014, JSJ Investments, Inc. converted $28,875 in principal and interest owed to it under a $27,500 convertible note filed as Exhibit 4.7 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 16,041,667 shares of our common stock.
July 11, 2014 filing - June 10, 2014, we issued a $50,000 12% Convertible Note (the "JSJ Note") to JSJ. The JSJ Note is due and payable on December 30, 2014 at a premium of 150% of the principal amount upon approval and acceptance by JSJ Investments; provided, however, that the principal balance of the note is payable on demand.
July 23, 2014 filing - July 11, 2014, we issued another $50,000 12% Convertible Note to JSJ (together with the June 10, 2014 12% Convertible Note, the “JSJ Notes”) with a maturity date of January 11, 2015. The JSJ Notes are identical in all respects other than the stated maturity date.
Note #5: LG (SPA, note 1 and note 2 listed) (Gel is listed)
October 2, 2013, we issued a $55,000 convertible note (the "LG Note") to LG
with an original issue discount of 10% covering $5,000 in LG's due diligence and
legal fees in connection with the LG Note. The LG Note is due and payable on
October 2, 2015, with interest payable in our common stock. If we fail to repay
the LG Note upon maturity, a default interest rate of 24% shall also apply from
such date, or at the highest rate permitted by law.
April 21, 2014 filing - March 5, 2014, we issued a $53,000 8% convertible, redeemable note (the “LG Note”) to LG with an original issue discount covering $3,000 in LG’s legal fees in connection with the LG Note. The LG Note is due and payable on March 5, 2015, with interest payable in shares of our common stock.
July 11, 2014 filing - May 24, 2014, we entered into a Securities Purchase Agreement with LG (the"LG SPA") under which we agreed to issue two 9% convertible notes in the
principal amount of $50,000 each for an aggregate principal amount of $100,000
(each a "LG Note") in exchange for (i) $50,000 in cash for the first LG Note;
and (ii) for the second LG Note, a $50,000 promissory note issued by LG to us
(the "LG Payment Note") due January 30, 2015. The LG Notes are due and payable on May 30, 2015, with interest payable inshares of common stock. The descriptions above of the LG SPA, the first LG GEL Note, the Second LGANote, and the LG Payment Note do not purport to be complete and are qualified intheir entirety by reference to the full text of the LG SPA, the first LG GELNote, the Second LGA Note, and the LG Payment Note, a copy of which is filed as
4.2, 4.3, 4.4 and 99.2 hereto, respectively.
July 11, 2014 filing - On June 4, 2014, we issued 54,685,981 shares of common stock to LG to convert $32,811.59 in principal and interest due under the 9% Convertible Redeemable
Note dated October 2, 2013 (the "2013 LG Note"). The issuance was made pursuant to a May 27, 2014 notice of conversion and fully paid off the 2013 LG Note.
Note #6: Asher (SPA and Note)
September 30, 2013 and November 11, 2013, we entered into Securities Purchase
Agreements (the "Asher SPAs") and 8% Convertible Promissory Notes (the "Asher
Notes") with Asher in the principal amounts of $37,500 and $53,000,
Respectively.
Feb. 4, 2014 51,934,320*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s) Percent of Class Represented by Amount in Row (9) 9.99% (based on the total of 519,863,070 outstanding shares of Common Stock)
April 21, 2014 filing - April 2014 prior to the date of this Quarterly Report, Asher converted $46,000 in principal and interest owed to it under convertible promissory notes in substantially the form filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 51,685,393 shares of our common stock.
May 9, 2014 filing - April 21, 2014, we issued 5,364,706 shares of common stock to Asher
Enterprises, Inc. to convert $7,000 in partial principal and interest due under
8% Convertible Promissory Notes
Note #7: GEL
January 24, 2014, we agreed with GEL to reduce the second of four $75,000 Secured Promissory Note issued by GEL to us (each, a “GEL Payment Note”) as consideration the second of four $75,000 6% Convertible Redeemable Secured Notes (each, a “Back End Note”) issued by us to GEL in the form filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013, to $35,000 and extend the maturity date of the amended GEL Payment Note to April 24, 2014, and received the remaining $40,000 GEL Payment Note in March 2014 to complete the originally contemplated $75,000 tranche.
April 21, 2014 filing December 2013 through February 2014, GEL converted a portion of the principal and interest owed to it under a $50,000 6% Convertible Redeemable Note filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 33,649,197 shares of our common stock.
April 21, 2014 filing - March and April 2014 prior to the date of this Quarterly Report, GEL converted a portion of the principal and interest owed to it under a $50,000 6% Convertible Redeemable Note filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 89,946,818 shares of our common stock.
May 9, 2014 filing - May 5, 2014, we issued 17,000,000 shares of common stock to GEL
Properties, LLC to convert $1,020 in partial principal and interest due under 6%
Convertible Redeemable Secured Notes
July 11, 2014 filing - On April 28, 2014, we issued a $40,000 8% Convertible Redeemable Note to GEL(the "GEL Note") in exchange for a $40,000 Collateralized Secured Promissory
Note due December 27, 2014 (contingent on our continuing to meet current
information requirements of Rule 144 under the Securities Act) issued by GEL to
us (the "GEL Payment Note"), bearing interest at the rate of 8% per annum and
secured by a $75,000 8% convertible promissory note issued by BioNeutral, Inc.
to GEL. Provided, however, we agreed that to reimburse GEL $6,000 in legal fees
and due diligence fees paid by GEL.The GEL Note is due and payable on April 28, 2015, with interest payable in shares of common stock.
July 11, 2014 filing - On July 11, 2014, we are issuing 11,111,698 shares of common stock to GEL Properties, LLC to convert $12,445.12 in principal and interest due under 6%
Convertible Redeemable Secured Notes. The issuance was made pursuant to a July 7, 2014 notice of conversion.
Note #8: AGS
See Claim #1 for details: “The December AGS note” - we concurrently issued to AGS a 12% Convertible Promissory Note in principal amount of $149,129.50 (the “December AGS Note”) as payment in full of the Invoices.
January 8, 2014, we issued an 18% Convertible Promissory Note in principal amount of $19,000 (the “January AGS Note”; together with the December AGS Note, the “AGS Notes”) to AGS.
April 21, 2014 filing - March 2014, AGS converted a portion of the principal and interest owed to it under the AGS Notes filed as Exhibits 4.2 and 4.3 hereto into an aggregate of 124,401,880 shares of our common stock.
Note #9: JMJ Financial
April 21, 2014 filing - From January through February 2014, JMJ Financial converted a portion of the principal and interest owed to it under a promissory note filed as Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 11,500,000 shares of our common stock.
April 21, 2014 filing - March and April 2014 prior to the date of this Quarterly Report, JMJ Financial converted $47,161.67 in principal and interest owed to it under a promissory note filed as Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 116,747,628 shares of our common stock.
July 11, 2014 filing - June 13, 2014, we issued 30,000,000 to JMJ Financial to convert $15,000 of partial principal and interest due under the Promissory Note. The issuance was made pursuant to a June 10, 2014 notice of conversion.
July 11, 2014 filing - On July 10, 2014, we issued 50,000,000 to JMJ Financial to convert $22,500 of partial principal and interest due under the Promissory Note. The issuance was made pursuant to a July 8, 2014 notice of conversion.
Settlement Claims/Agreements:
Claim #1: AGS
January 30, 2014, we entered into a Settlement Agreement and Release (the “AGS Settlement”) with AGS to settle an action brought by AGS against us in the Circuit Court of the Second Judicial Circuit, Leon County, Florida (the “Court”) for our failure to pay certain invoices (the “Invoices”) purchased by AGS from certain creditors of ours, including (i) $17,901.30 owed by us to Active Media Publishing, LLC, an entity controlled by Benny R. Powell, an officer and director of us; and (ii) $56,352 owed by us to Glass House Graphics, a sole proprietorship owned by David Campiti an officer and director of us. Following a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, the Court approved and we concurrently issued to AGS a 12% Convertible Promissory Note in principal amount of $149,129.50 (the “December AGS Note”) as payment in full of the Invoices.
April 21, 2014 filing - February 2014, AGS converted a portion of the principal and interest owed to it under the AGS Notes filed as Exhibits 4.2 and 4.3 hereto into an aggregate of 54,992,695 shares of our common stock.
Claim #2: IBC
February 5, 2014, we entered into a Settlement Agreement and Release (the “IBC Settlement”) with IBC to settle an action brought by IBC against us in the Circuit Court of the Twelfth Judicial Circuit, Saratosa County, Florida (the “Court”) for our failure to pay certain invoices (the “Invoices”) purchased by IBC from certain creditors of ours, none of whom were related parties of us or our affiliates. Following a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, the Court approved and we issued to IBC 7,500,000 shares of common stock as payment in full of the Invoices and agreed to issue to IBC in one or more tranches as necessary that certain number of shares equal to the $102,000 owed under the Invoices divided by the IBC Repayment Price (as defined below) (the “Repayment Obligation”). IBC and we agreed that IBC does not intend to own more than 9.99% of our outstanding common stock at any time (the “Limitation”).
April 21, 2014 filing - February 2014, IBC converted $26,125 in Repayment Obligations owed to it under the IBC Settlement filed as Exhibit 4.4 hereto into an aggregate of 22,500,000 shares of our common stock.
April 21, 2014 filing - March 2014, IBC converted $76,235.00 in Repayment Obligations owed to it under the IBC Settlement filed as Exhibit 4.4 hereto into an aggregate of 140,077,922 shares of our common stock.
July 17, 2014 filing - 52,010,944 shares of Common Stock were, as of February 7, 2014 (the “Settlement Date”). IBC commenced the Action against the Issuer on February 6, 2014 to recover $102,000 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action.
July 17, 2014 filing - 13g/a filed and IBC shares now equal zero.
Claim #3: IMI
April 21, 2014 filing - April 2014 prior to the date of this Quarterly Report, we issued an aggregate of 14,541,570 shares to IMI as required by our Service Agreement, as amended, with IMI as disclosed in our Annual Report on Form 10-K filed February 20, 2014.
Stock shares outstanding attributable to convertible debt listed by date and conversion notices from the filings whenever listed as a whole:
August 31, 2013 There were approximately 28,985,500 common stock equivalents outstanding, attributable to the convertible debt agreements.
Jan. 14, 2014 10q In December 2013 and January 2014, four convertible debt holders converted an aggregate of $131,095.34 in principal and interest for an aggregate of
63,019,244 shares of our common stock. In December 2013, two debt holders also
converted debt owed to them for an aggregate of 17,416,667 shares of our common
stock. All conversions were performed pursuant to the underlying terms of their
convertible debt.
April. 21, 2014 During the three month period ending November 30, 2013, the Company issued 22,636,273 shares of its common stock in satisfaction of convertible obligations in the amount of $60,000. During the three month period ending February 28, 2014, the Company issued 244,324,232 shares of its common stock in satisfaction of convertible obligations, in the amount of $405,000.
Convertible debt holders converted debt in exchange for 809,270,319 shares of common stock.
In the period subsequent to February 28, 2014, the Company issued 14,541,570 common shares to consultants, under agreement, in satisfaction of amounts payable.
The Company has issued convertible notes in exchange for proceeds, in the amount of $53,000, less fees charged.
July 23, 2014 filing - 10q - As of July 18, 2014, there were 2,171,534,973 shares of the Company's common stock, $0.001 par value per share, issued and outstanding.
Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were approximately 1,545,000,000 common stock equivalents outstanding at May 31, 2014, related to the convertible debt arrangements, which have been excluded from diluted earnings per share since their effect would have been anti-dilutive.
During the year ending August 31, 2013 the Company entered into a stock buy-back plan, whereby 1,785,900 shares were repurchased for $55,000 cost. The shares remain in the name of the Corporation until such time as they are cancelled.
During the three and nine month periods ending May 31, 2014, the Company issued 1,202,602,616 and 1,451,432,007 shares of its common stock in upon conversion of $666,180 and $1,071,180 of convertible notes payable, respectively. The Company recognized a loss in the amount of $3,996,268 and $4,589,509, respectively, resulting from the excess in the fair market value of the stock above that of the retired debt.
AI
