FACT NOT BS In order to provide a possible source of funding for the Company, the Company, on December 1, 2017, entered into an Investor Agreement (the "Agreement") with Ignition Capital, LLC of Tampa ("Ignition").
Pursuant to the Agreement, Ignition has agreed to provide the Company with up to $5,000,000 of funding through the purchase of shares of the Company's common stock. During the term of the Agreement, the Company may deliver a Put Notice to Ignition, which will specify the number of shares which the Company will sell to Ignition. The minimum amount the Company can draw down at any one time is $25,000, and the maximum amount the Company can draw down at any one time is $250,000, as determined by the formula contained in the Agreement.
A closing will occur on the date which is no earlier than five trading days following and no later than seven trading days following the applicable Put Notice. On each Closing Date, the Company will sell, and Ignition will purchase, the shares of the Company's common stock specified in the Put Notice.
The amount to be paid by Ignition on a particular Closing Date will be determined by multiplying the Purchase Price by the number of shares specified in the Put Notice. The Purchase Price will be 75% of the lowest trading price of the Company's common stock during the Pricing Period applicable to the Put Notice. The Pricing Period, with respect to a particular Put Notice, is five consecutive trading days including, and immediately following, the delivery of a Put Notice to Ignition.
The Company may submit a Put Notice once every fifteen trading days provided the closing of the previous transaction has taken place. The Company is under no obligation to submit any Put Notices.
The Agreement has a term of 24 months, which will begin on the effective date of the registration statement which the Company has agreed to file with the Securities and Exchange Commission so that the shares of common stock to be sold to Ignition may be sold in the public market.
The Company issued a promissory note to Ignition for the principal sum of $25,000 as a commitment fee for the equity line. The note bears interest at 15% per year, is unsecured, and is due and payable on December 1, 2018. At the option of Ignition, all or any part of the note may be converted into shares of the Company's common stock. Any amount so converted will be converted into common stock of the Company at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is quoted for the ten (10) trading days immediately prior to but not including the Conversion Date.
