From the recently filed S-1....
Pursuant to an Equity Purchase Agreement entered into with Phenix Ventures, LLC (“PVLLC”) dated January 15, 2017 (the (“Purchase Agreement”, “EPA”) the selling stockholders identified in this prospectus may offer and sell up to 10,000,000 shares of our common stock. If issued presently, the 10,000,000 shares of common stock registered for resale by PVLLC would represent approximately 22% of our existing issued and outstanding shares of common stock as of March 1 , 2017 which totals 45,357,572 , and 18% of the fully diluted outstanding share capital, including issuance of the 10,000,000 shares
(2) Pursuant to a Cancellation and Release Agreement entered into with Separation Degrees – One, Inc., dated January 10, 2017, 4,000,000 Shares were issued in exchange for the cancellation of outstanding invoices and fees totalling $1,920,424. The terms of the Cancellation and Release Agreement included piggy-back registration rights of the 4,000,000 Shares issued, and are included in the amount of issued and outstanding shares listed in the paragraph above, as well as on the face of this prospectus. The 4,000,000 Shares represent 8.8% of the current issued and outstanding shares of common stock as of March 1 , 2017, and 7.2% of the fully diluted outstanding share capital, including the issuance of the 10,000,000 Shares to PVLLC.
Gannon Giguiere is the President of Separation Degrees – One, Inc. and is the Managing Member of Phenix Ventures, LLC. Mr. Giguiere will not hold more than 9.99% of the issued and outstanding shares of our Common Stock at any time.
As a shareholder of EVT! it is a little disconcerting seeing how similar ESSI's tech is to EVT!'s and knowing that EVT! was run into the ground by Giguere.
