PACV - LOAD - MAJOR MONEY INCOMING
New details released today. 10 bagger from the bottom.
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Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus
1,625,000
Alfred Sollami and Louis Posner have voting and investment power over the securities held by the Selling Security Holder.
Includes three warrants to purchase:
500,000 shares of Common Stock at an exercise price of $2.75 per share;
350,000 shares of Common Stock at an exercise price of $3.75 per share;
275,000 shares of Common Stock at an exercise price of $4.75 per share,
Assumes that the Selling Security Holder converts 500,000 shares of Common Stock underlying the Note at an exercise price of $0.768 per share
1,125,000 + 500,000 = 1,625,000
NEW DETAILS RELEASED
SELLING SECURITY HOLDER
The 1,500,000 shares being offered for resale in this registration statement include: (i) 900,000 shares of Common Stock issuable upon conversion of a convertible promissory note that may be sold from time to time in connection with a securities purchase agreement; and (ii) 600,000 shares of Common Stock issuable upon exercise of warrants that may be sold from time to time in connection with a securities purchase agreement.
The Tysadco Financing
Effective June 8, 2021, the Company entered into a Securities Purchase Agreement by and between the Company and Tysadco Partners, LLC (“Tysadco”), pursuant to which Tysadco purchased from the Company, for a purchase price of $250,000: (i) a Convertible Promissory Note in the principal amount of $275,000.00; and (ii) a common stock purchase warrant permitting Tysadco to purchase up to 600,000 shares of the Company’s Common Stock, at an exercise price of $0.50 per share.
The Note accrues interest at a rate of eight percent (8%) per annum and matures on May 24, 2022 (the “Maturity Date”). The Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs and is not cured within five days (5), the outstanding balance shall immediately increase to 135% of the outstanding balance immediately prior to the Event of Default.
The Note is convertible into shares of the Company’s Common Stock, subject to the adjustments described therein. The conversion price is $0.35 per share (the “Conversion Price”).
The Warrants are exercisable for a term of five-years from the date of issuance. The Warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common Stock. The exercise prices shall be reduced and only reduced to equal the Base Share Price (as defined in the Warrants) and the number of shares of Common Stock issuable under the Warrants shall be increased such that the aggregate Exercise Prices payable under the Warrants, after taking into account the decrease in the exercise prices, shall be equal to the aggregate exercise prices prior to such adjustment.
Under the terms of the Purchase Agreement and the Warrants, the Selling Security Holder may not either convert the Note nor exercise the Warrants to the extent (but only to the extent) that the Selling Security Holder or any of its affiliates would beneficially own a number of shares of our Common Stock which would exceed 4.99% of our outstanding shares. The number of shares in the second column reflects these limitations. The Selling Security Holder may sell all, some or none of its shares in this offering.
All expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holder in connection with the sale of such shares.
Except as indicated below, neither the Selling Security Holder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.
The following table sets forth the name of the Selling Security Holder, the number of shares of Common Stock beneficially owned by the Selling Security Holder as of the date hereof and the number of shares of Common Stock being offered by the Selling Security Holder. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Security Holder may offer all or part of the shares for resale from time to time. However, the Selling Security Holder is under no obligation to sell all or any portion of such shares nor is the Selling Security Holder obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the Selling Security Holder. The “Number of Shares Beneficially Owned After the Offering” column assumes the sale of all shares offered.
The common stock being offered by the Selling Security Holder are those issuable to the Selling Security Holder, upon exercise of the Warrants and conversion of the Note. We are registering the shares of common stock in order to permit the Selling Security Holder to offer these shares for resale from time to time. Except for the investment in the Note and the Warrants, the Selling Security Holder have not had any material relationship with us within the past three years.
We have entered into the Registration Rights Agreement (the “RRA”) with Tysadco whereby we have agreed to file a registration statement for the registration of the shares of Common Stock underlying the Note and common stock underlying the Warrants. Pursuant to the terms of the RRA, the Company has agreed to (i) use its best efforts to file with the Commission the Registration Statement within ninety (90) days of the Issuance Date; and (ii) have the Registration Statement declared effective by the Commission within one hundred fifty (150) days of the Issuance Date. The registration statement, of which this prospectus forms a part of, is being filed pursuant to the RRA.
The table below lists the Selling Security Holder and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Security Holder. The second column lists the number of shares of common stock beneficially owned by each Selling Security Holder, based on its ownership of the shares of common stock and warrants, as of the date hereof, assuming conversion of the Notes and exercise of the Warrants held by the Selling Security Holder on such date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Security Holder.
In accordance with the terms of a registration rights agreement with the Selling Security Holder, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock underlying the Notes issued to the Selling Security Holder in the October 2019 Offering and (ii) the maximum number of shares of common stock issuable upon exercise of the related Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants or conversion of the Notes. The fourth column assumes the sale of all of the shares offered by the Selling Security Holder pursuant to this prospectus.
Under the terms of the Notes and Warrants, a Selling Security Holder may not exercise the Warrants or convert the Notes to the extent such exercise or conversion would cause such Selling Security Holder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise or conversion, excluding for purposes of such determination shares of common stock issuable upon exercise of the Warrants which have not been exercised and shares of common stock issuable upon conversion of the Notes which has not been converted. The number of shares in the second column does not reflect this limitation. The Selling Security Holder may sell all, some or none of their shares in this offering.
