Looks like this close by 5/12
Does anyone see definitively in the 8K that they are going to execute a reverse to capitalize Spectrum. I see Ben will be locked up for 9 months
Agreement was done 4/12 so close was 30 days. I suspect we will see a bunch of filings this week
3.02 Capitalization .
(a) Banjo’s authorized capitalization consists of 100,000,000 shares of common stock, par value $0.0001 per share, of which 67,175,816 shares are issued, and outstanding, and 100,000,000 shares of preferred stock of which 1,000,000 shares of Series A Preferred Stock are issued and outstanding (the “ Existing Preferred Shares ”), all of which shall be converted on or prior to Closing, and 500 shares of Series B Preferred Stock have been reserved for issuance as the Exchange Shares. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Except as contemplated herein, as of the date hereof and the Closing Date, no shares of Banjo’s common stock are or will be reserved for issuance upon the exercise of outstanding options to purchase the common stock; and no shares of common stock are or will be reserved for issuance upon the exercise of outstanding warrants to purchase shares of Banjo common stock. 163,938,545 shares of Banjo’s common stock (the “ Conversion Shares ”) are reserved for issuance for conversion of debt. All outstanding shares of Banjo common stock have been issued and granted in compliance with (i) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (ii) all requirements set forth in any applicable Contracts.
(b) There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Banjo is a party or by which it is bound obligating Banjo to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Banjo or obligating Banjo to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There is no plan or arrangement to issue shares of Banjo common stock, except as set forth in this Agreement.
There are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which Banjo is a party or by which it is bound with respect to any equity security of any class of Banjo, and there are no agreements to which Banjo is a party, or which Banjo has knowledge of, which conflict with this Agreement or the transactions contemplated herein or otherwise prohibit the consummation of the transactions contemplated hereunder.
