Good news: GAHC and UAHC expect the pps to be above .10 after 6 months..my reasoning below..nothing to do with fundamentals..I don't follow fundamentals. Just looking at the deal..
I've been following the board and the stock for a while, bought a position this a.m. I appreciate all you guys and the DD you've done that I can and have take advantage of. A lot of you have put a lot of time and effort in this stock.
Just adding my thoughts on today's 8k and the news about UAHC: (feel free to check my math.. and they are theoretical figures)
In short: ..its not a merger, its a loan ..assuming you knew that.. just being clear
1. $500,000 new influx of cash to GAHC
2. cost of the money? 10% a year OR prepay penalty of principal plus 25% (125% of balance) or " After six months, this note is convertible into common shares of the Company at the lower of either the market price or $0.05 per share at the time of conversion." OR 22% a year if defaulted
3. GAHC got a not-good deal here if they expect the share price to go above .10; if they don't pay off the loan within six months ...because they lose out on the market capitalization of the price difference. $500,000 ( the cash they got) divided by .05 per share ( the top price UAHC could pay for those 10,000,000 shares.) and if the price is .50 a share at that time, GAHC loses out on .45/share market cap( .50-.05) times 10,000,000 shares equals $4.500,000 UAHC would get instead of GAHC (approx 900% interest? and the interest rate on that loan goes up the more valuable the pps goes up) ..they could have sold the shares on the open market, but had to give them away instead because while the price of the stock on the open market may be .50 UAHC gets to buy them for .05. If the price is just .10/share, .10 -.05 = .05 a share in the market, its an interest free loan...so why would UAHC convert at that price?..and they can convert at any time after the six months as far as I looked. If pps exists at .10 AFTER 6 months, great deal for GAHC as it keeps financing cost reasonable. The higher pps goes, the more this deal costs GAHC. Just saying.. still, if the pps goes out the roof, other market capitalization and monies from sales generated by use of the loan could make up the difference..
4. "Original issue discount" of 40 grand? What does that even mean? "Here's a tip for showing up to the meeting? Really." Who got the tip?
5. According to this deal, UAHC can only get 10% of the company worst case with these terms so its not a "buyout by default"
6. GAHC and UAHC seem to have some confidence that the price will be at least .10 -plus in the next 6 months or the deal makes no sense for UAHC and no sweetner to get the deal in the first place..good for us as investors, (pps goes up )sort of , because its bad for the company as a whole the higher the pps goes up because it makes the loan costs egregious ..but then that is the whole "convertible shares" trap in that method of financing..the higher the cost per share, the more the company suffers a loss, but the investors rejoice..
...and, in other news, Robert Pinkus USED TO BE a lawyer for Trump Entertainment for 25 years according to his profile for GAC Capital Group... but no longer.
8k summed , see below..
Item 1.01 – Entry into a Material Definitive Agreement
On December 5, 2017, the Company entered into a securities purchase agreement with UAHC Ventures LLC,
a Nevada limited liability company, its successors and/or assigns (“UAHC”). UAHC is a non-related party.
Under this securities purchase agreement, the Company issued a convertible promissory note in the original
principal amount of $545,000. There was an original issue discount of $40,000. The Company agrees to pay
$5,000 to UAHC to cover legal fees, accounting costs, due diligence, monitoring and other transaction costs
incurred in connection with the purchase and sale of the securities. The Company will reserve 80,000,000
common shares to provide for all potential issuances, and will add additional reserve shares if requested by
UAHC. The promissory note has a term of ten months, and bears an interest rate of 10% per annum. Should
the Company choose to prepay this note, then upon five trading days notice they may pay an amount equal to
125% of the outstanding balance of the note. After six months, this note is convertible into common shares of
the Company at the lower of either the market price or $0.05 per share at the time of conversion. If the
Company fails to deliver conversion shares by the fourth trading day following conversion, a late fee equal to
the greater of $500 or 2% of the applicable lender conversion share value (determined by the product of the
number of shares deliverable pursuant to any conversion multiplied by the closing trade price of the common
shares on the delivery date for such conversion) rounded to the nearest multiple of $100, which will be
assessed for each day after the third trading day until the delivery is made. At no time can an issuance cause
the holder of the note to beneficially own a number of shares exceeding 4.99% of the outstanding common
shares of the Company, unless the market capitalization is less than $10,000,000, at which point the holder
cannot beneficially own a number of shares exceeding 9.99% of the outstanding common share of the
Company.
Should the Company default on this note, interest shall accrue on the outstanding balance at a rate of 22% per
annum until the default is remedied. Any conversions made following a judgment or arbitration award against
the Company shall be made at 80% of the lowest closing price ten trading days immediately preceding the
date of the conversion.
The Company also issued a warrant to purchase common shares equal to $272,500 divided by the closing
trade price as of the issue date. This warrant has a term of five years. At any time prior to the expiration date,
the holder may elect a “cashless” exercise of the warrant whereupon the holder is entitled to receive a number
of common shares equal to the excess of the current market value over the aggregate exercise price of the
shares, divided by the exercise price. At no time can an issuance cause the holder of the note to beneficially
own a number of shares exceeding 4.99% of the outstanding common shares of the Company, unless the
market capitalization is less than $10,000,000, at which point the holder cannot beneficially own a number of
shares exceeding 9.99% of the outstanding common share of the Company.
On December 12, 2017, the Company was notified that this note was assigned to a non-related third party.
I enjoy looking at deals, just to learn from them..everyone has an angle. Wondering if some shares are locked. If I am wrong, please advise.
If you make a mistake, make a big one. Otherwise you won't learn from it.
Market Data 
Markets 
AI
