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Re: YouOnlyLiveOnce post# 42356

Thursday, 04/14/2022 10:50:57 AM

Thursday, April 14, 2022 10:50:57 AM

Post# of 45062
They didn't say in the press release that they wouldn't be in default. They said that if the payments are made that Labrys wouldn't convert per the terms of the notes. The conversion language called for a steep discount to market and would have been nearly impossible since the story is so weak in a low liquidity environment.

The $230K note will now be settles for two equal payments of $127,650.00 which is $255.3K. So there is a premium to be paid on the $230K note above the original agreement. They received net proceeds of $200K from the note last June.

They have always relied on toxic financing in the past. The changes to rule 144 pretty much puts an end to the toxic conversions of the past but this company is saddled with the consequences of this type of debt. So who will refinance this debt under the current rules.

They handed over the deed for the Delray Beach property to Leonite in late 2019 a few months before closing the doors on the previous iteration of ARIA at 5400 East Avenue, West Palm Beach. They may now have to sell Cranberry Cove which holds the highly leveraged Canadian property to settle current obligations.

"On June 2, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $230,000 for net proceeds of $200,000 after an original issue discount of $23,000 and certain legal expenses of $7,000. The Note has a maturity date of June 2, 2022 and bears interest at the rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to $0.004, subject to anti-dilution adjustments."

anti-dilution adjustment based on par value for conversion is .01

1.1 Conversion Right. The holder on any calendar day, at any time on or following the issue date, to convert all or any portion of the then outstanding and unpaid Principle Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock.

1.2 Conversion Price

(a) Calculation of Conversion Price The per share conversion price into which Principle Amount and interest (including any Default Interest) under this Note shall be convertible into Common Stock hereunder (the “Conversion Price”) shall equal $0.005. If at any time the Conversion Price as determined hereunder for any conversion would be less than par value of the common stock, then at the sole discretion of the Holder, the conversion price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principle, where “Additional Principle” means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

LABRYS Fund $550K financing, May 2021

LABRYS Fund $230K financing, June 2021

Everything that I post is just my informed opinion and is simply an invitation to debate. Trade on your own due diligence please..

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