Greenfield Farms Food Inc. (fka GRAS)

[jhnvtjll]

They've gone silent since the January 18, 2018 PR, but there were a few things that have happened since that time.

On December 19, 2017, the Company issued a Convertible Promissory Note in the principal amount of $552,000 with an interest rate of 12% per annum, due December 19, 2018, to CareBourn (the “Carebourn 2017 Note”). The note carries $72,000 of Original Issue Discount and $25,000 transactional costs to Carebourn. On December 19, 2017, $361,000 was funded, and subsequent fundings were January 29, 2018 ($50,000), May 16, 2018 ($5,000) and June 11, 2018 ($5,000).The Carebourn 2017 Note requires daily payments of principal and/or interest of $500. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Corporation’s obligations under the Note are secured by all of the outstanding shares of GRAS’s Series F Preferred Stock held by its Chairman, Clifford Rhee (see above). A change in control of the Corporation would occur in the event a default is called pursuant to the terms of the Carebourn 2017 Note and if the Series F shares are transferred to Carebourn.

On March 25, 2018, the Company issued a $250,000 Promissory Note to Ngen. The Company received $250,000 on March 22, 2108 and pursuant to the repayment terms of the note, the Company is to pay Ngen $100,000 on September 30, 2018 and $150,000 on November 30, 2018.

In October 2013, COHP assumed a $50,000 promissory note issued by GRAS on May 26, 2011 to Cross Border Capital, LLC. (“Cross Border”). The note is secured by the Company's common stock, bears 8% default interest, and was due on January 26, 2012. The note is currently in default and the default interest rate is 12%. Total interest expense was $12,787 and $4,000 for the years ended December 31, 2016 and 2015, respectively. On December 15, 2016, Cross Border filed a complaint in the State of North Carolina, County of Mecklenburg, for non-payment of the note. On November 17, 2017 Cross Border was granted a judgment against the Company in the amount of $115,234, inclusive of attorney fees. On May 11, 2018, the Company and Cross Border entered into a $85,000 promissory note (the “Promissory Note”) to resolve the matter. The terms of repayment of the Promissory Note are eight payments of $5,000 each beginning on May 14, 2018 and on the 14 th of the next seven (7) months, and a final payment of $45,000 on January 14 2019. The Promissory Note contains the personal guaranty of the Company’s Secretary, who is also a Director of the Company.

In December 2017, the Company was named in a lawsuit alleging that it had executed an asset purchase agreement in May 2017, pursuant to which the sellers (the “Plaintiffs”) of assets to the Company, were to obtain a controlling interest in the Company. The suit alleged that the Company’s current management lacked the authority to direct the activities of the Company as a result of the May 2017 asset purchase agreement. The suit was dismissed in June 2018, for the Plaintiffs’ failure to prosecute the case. The Company has determined that the case was without merit, and that there are no foreseeable consequences or losses to be suffered by the Company as a result of this matter. Accordingly, no amounts have been accrued related to this matter.

SEC Filings
FORM TYPE RECEIVED PERIOD END DATE REPORT
10-K 07/31/2018 12/31/2016 PDF RTF HTML XLS