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Re: Maxinvestor89 post# 7304

Sunday, 11/03/2024 9:48:33 PM

Sunday, November 03, 2024 9:48:33 PM

Post# of 23195
I understand that you're not trying to bash, and your question is valid and deserves an answer. I took some time to look it up so we can all be on the same page.

Not all noteholders are subject to a 4.99% or 9.99% beneficial ownership limit. They serve as caps to prevent a noteholder from owning more than a specified percentage of the company’s outstanding shares upon conversion. Staying below 5% can help avoid SEC reporting requirements, like filing a Schedule 13D or 13G.

The noteholder's issue you ask for is not an offering. It's a private offering or private placement, which is when a company sells its securities directly to a limited number of private investors, such as institutional investors, high-net-worth individuals, or accredited investors. Private offerings are less regulated and are usually exempt from SEC registration requirements under Regulation D, Rule 506. This exemption means fewer disclosures, lower costs, and quicker access to capital.

Can you ask him what is the conversion terms of the notes?
Invenire Capital LP (Chad Nelson) 2.48m$
King's Wharf Opportunities Fund LP (Chad Nelson) 405K$
Trillium Partners LP (Steven Hicks) 505K$
Michael Balkin 125K$
Mellon Enterprises (George Mellon) 600K$, this one it's unclear if convertible or not. (It mentions " Convertible Loan - Restructured" in the table of Item 3B of the disclosure statement)


Those are the convertible note-restricted shares issued on September 8, 2022, with a 10% interest rate maturing on September 8, 2023. All of these notes were converted during 2023, as detailed in the filings.

Invenire Capital LP (Chad Nelson) 2.48m$
$2,640,000 due at Maturity %10 interest rate and warrant for 120,000,000
2.48m$ / 120,000,000 = .022

King's Wharf Opportunities Fund LP (Chad Nelson) 405K$
$440,000 due at Maturity:10% interest rate and warrants of 20,000,000
405K4 / 20,000,000 = .02025

Trillium Partners LP (Steven Hicks) 505K$
$550,000 due at Maturity:10% interest rate and warrants of 25,000,000
505K$ / 25,000,000 = .0202

On July 25, 2022 the Company issued 4,000,000 shares of restricted common stock to Mellon
Enterprises in conjunction with the restructuring of debts owed to Mellon Enterprises from the
Company.
600K$ / 4000000 = .15

On June 1, 2022 the Company issued 8,000,000 shares of restricted common stock to
Michael Balkin as part of the terms of a loan to the Company.
Michael Bakin 125K$ / 8000000 = .15625



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