Should be an interesting fall. Going to have to release some positive news in order to sell these shares into.
“On August 6, 2021, the Company entered into an investment banking agreement (“PA Agreement”) with Primary Capital LLC (“PC”), pursuant to which PC will act as the Company’s exclusive placement agent for a twelve-month period beginning August 2, 2021, in connection with a contemplated best-efforts securities offering under Regulation A of the Securities Act (“Reg A Offering”). The PA Agreement calls for PC to provide additional investment banking services, both related to the Reg A Offering and independent of the Reg A Offering. The PA Agreement calls for cash fees payable to PC equal to 7% of the gross proceeds from the Reg A Offering associated with investors originated news to sell by PC and 4% of the gross proceeds from the Reg A Offering associated with investors originated by the Company. In addition, the PA Agreement calls for fees payable as warrants equal to 7% of that number of shares of the Company’s common stock with respect to investors originated by PC and 4% for investors originated by the Company. The PA Agreement also provides for a 7% cash and 7% warrant fee for PC-originated investors in any non-Reg A Offering of securities and a cash fee of 5% of the transaction value at the closing of a sale or merger or acquisition transaction. This PA Agreement supersedes all prior contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter of the PA Agreement. The foregoing description of the PA Agreement does not purport to be complete and is qualified in its entirety by reference to the PA Agreement, a copy of which is attached to this report as Exhibit 99.1.
The Company filed a Form 1-A Preliminary Offering Statement with the SEC on August 9, 2021. The SEC has not yet qualified the Reg A Offering. See Note 9. Subsequent Events – Filing of Form 1-A to the Company’s condensed consolidated financial statements as of June 30, 2021.”
