Thats a complete lie. 5 billion shares have been converted over the past 12 months of that $13.7 million in debt. Stop spreading bullshit to trap other traders. Anyone can look at the disclosures and see you are lying. A 3a10 settlement is still a conversion of shares for debt.
As previously announced, 1812 Brewing Company, Inc. (the “Company”) had been in discussions with its two convertible debenture (“CD”) holders and a third-party Trillium Partners LP (“Trillium”) to restructure and ultimately eliminate convertible debt, plus accrued interest, that totaled $13,712,779 as of the period ended June 30, 2022. As also reported, Trillium and the CD holders entered into an agreement to transfer this debt to Trillium. Elimination of this debt was and is a top priority for the Company. In 2020 and 2021 alone, the accrued interest on these CDs generated interest expense of $1.9 million. On October 17, 2022, the Company entered into a Settlement Agreement and Stipulation with Trillium (“Settlement Agreement”), subject to court review and approval, whereby the Company agreed to issue shares of common stock to Trillium pursuant to the Section 3(a)10 exemption at a discount of 35% to the market price (versus a 50% discount that the Company was contractually obliged with the former Convertible Noteholders). Full satisfaction of the Settlement Agreement would discharge the Company’s convertible debenture liabilities for $8,486,342 of proceeds to the former CD holders, which represented a reduction of approximately $5 million (or approximately 37% of the outstanding obligations) to the original CD holders. On October 25, 2022, the District Court of Maryland conducted a fairness hearing and approved the Settlement Agreement. The Settlement Agreement capped the CD obligations by staying further interest accrual, and if satisfied in full, the Settlement Agreement would satisfy the obligations altogether.
Over recent months several factors have made untenable the prospects of fully exercising the 3(a)(10) transaction in its totality. Rapidly rising interest rates and that impact on small businesses like the Company have made market conditions for shares of the Company softer recently than they had been in the months prior, and the prospects of those market conditions are uncertain at best. On July 12, 2023, the Company and Trillium entered into an agreement to end the transaction after the repayment of Trillium’s first payment of $500,000 to the original debt holders (“Tranche 1”) has been made in full pursuant to the terms of the Transaction. To date, Trillium has been repaid approximately $200,000 of the balance of the note with 4,882,933,000 shares of common stock of the Company having been issued. The Company estimates that the current balance of the debt of Tranche 1 stands at approximately $300k as of the date of this filing. To facilitate the conclusion of this transaction and to cover any additional costs and fees associated with its conclusion, the Company agreed to remit to Trillium an additional 800 million of the Company’s shares upon the full repayment of the balance of Tranche 1, which shall represent the conclusion of the Transaction. Upon repayment of Tranche 1 in full to Trillium, the debt – having been reduced by $500,000 and with no further interest accrued during the entire period – will transfer back to the two original CD holders. The Company intends to further negotiate with these two CD holders at that time.
