Wednesday, December 12, 2018 3:37:00 PM
Curious what capital they formed in 11 days to duly purchase said shares?
As I understand the Purchase Agreement, Job Grow didn't have to pay anything for the Preferred Series C shares they received.
I believe this is the relevant part of the agreement:
(a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company shall assign a Fifty Percent (50%) net profit interest, (the “Job Grow Interest”), in exchange for One Million Dollars ($1,000,000) of Series C Preferred Stock of SIGO with the rights and preferences set forth at Exhibit A attached hereto (the “SIGO Equity”), which is to be issued as Three Hundred Thirty-Three Thousand (333,000) shares of Series C Preferred Stock. The Company and SIGO agree to take all actions which are necessary in order to assign the Job Grow Interest and issue the SIGO Equity, and the Additional SIGO Equity (defined below) (if necessary), respectively.
https://www.sec.gov/Archives/edgar/data/1689066/000147793218005828/sigo_ex101.htm
By specifying the value of the Preferred Series C shares as $1M, I thought this meant that SIGO common shares had to be priced at $.30 or higher. (Because as far as I know the only value that these preferred shares have is defined from their conversion to common shares. This is even spelled out in the same paragraph as the selection above as follows:)
If, on the six-month anniversary of this Agreement, the SIGO Equity has a Market Value of less than $1,000,000 (on an as-converted basis), SIGO shall cause additional shares (the “Additional SIGO Equity”) of Series C Preferred Stock to be issued in total to the Company such that the aggregate value of the SIGO Equity and the Additional SIGO Equity equal $1,000,000. The term “Market Value”, shall be defined as the closing price of the SIGO common stock on the trading day immediately prior to the six-month anniversary of the Effective Date. *
I think this is where my reference to common stock came from. Hope this explanation clarifies my post better than I explained it originally.
*Bolded parts are my own edits.
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