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Friday, 08/30/2019 2:20:14 PM

Friday, August 30, 2019 2:20:14 PM

Post# of 8415
EDNT Extremely usurious private placement showing what little future business prospects EDNT has. Was filed in an 8K yesterday after the close of trading.


$560,000 principal amount

DEEP DISCOUNT DEATH SPIRAL CONVERTIBLE DEBT

and

Original Discount of $60,000, so only $500,000 cash received by EDNT

and

EDNT additionally is issuing up front 181,005 EDNT common shares to the toxic funder, worth about $440,000

extremely usurious



https://ih.advfn.com/stock-market/NASDAQ/edison-nation-EDNT/stock-news/80630753/current-report-filing-8-k


Item 1.01. Entry into a Material Definitive Agreement.


On August 26, 2019, Edison Nation, Inc. (the “Company”) entered into a securities purchase agreement the (“SPA”) with Labrys Fund, LP (the “Investor”) pursuant to which the Investor purchased a 12% Convertible Promissory Note (the “Note”) from the Company. Unless there is a specific Event of Default (as such term is defined in the Note) or the Note remains unpaid by the Maturity Date, then the Investor shall not have the ability to convert the principal and interest under the Notes into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The per share conversion price into which the principal amount and interest under the Note may be converted is equal to the lesser of (i) 80% multiplied by the lowest Trade Price (as such term is defined in the Note) of the Common Stock during the 20 consecutive trading days ending on the latest complete trading day prior to the date of issuance of the Note, and (ii) 80% multiplied by the lowest Market Price (as such term is defined in the Note) of the Common Stock during the 20 trading day period ending on the latest complete trading day prior to the Conversion Date (as such term is defined in the Note).



Pursuant to the SPA, the Company agreed to issue and sell to the Investor the Note, in the principal amount of $560,000, with an original issue discount in the amount of $60,000. The Note is due and payable February 26, 2020 (the “Maturity Date”). Additionally, the Company issued 181,005 shares of Common Stock to the Investor as a commitment fee, of which 153,005 shares of Common Stock must be returned to the Company in the event the Note is fully paid and satisfied prior to the Maturity Date. The proceeds from the Note will be used for general working capital and to fund new product launches.



The Company is also subject to certain customary negative covenants under the SPA, including but not limited to, the requirement to maintain its corporate existence and assets subject to certain exceptions, and to not to make any offers or sales of any security under circumstances that would have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable in any material respect than those rights and benefits established in favor of the Investor under the terms of the SPA and the Notes.



The Company agreed at all times to have authorized and reserved two (2) times the number of shares of Common Stock that are issuable upon full conversion of the Note. Initially, the Company instructed its transfer agent to reserve 700,000 shares of Common Stock in the name of the Investor for issuance upon conversion.



The foregoing descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and the Note, which are filed as, respectively, Exhibits 10.1 and 10.2 hereto.
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