Raadr Inc (RDAR)

[Bubae]

What you all do not understand about this reverse merger agreement. Until Mexedia finds a way to retire the Janbella redemption note detailed in the regulation A offer prospectus they have no claim of 75% of Telvantis. Post #39547 below details with links to the filings how the previous CEO lost his 66.67% ownership of Raadr to the defaulted note held by Janbella. This reverse merger deal has an agreement worth up to $1.8 million which resulted in the cancellation of the series E preferred shares held by Janbella. After the cancellation of the series E the company created a series F preferred that that represents ownership of 75% of the new company Telvantis which is held by Mexedia. HOWEVER, Mexedia is the guarantor of the Janbell agreement. This guaranty states that the series F shares are now pledged against default of the Janbella redemption note agreement. This situation is why you see the escape clauses throughout the offer prospectus should the reg A offering fail to raise $1.5 million within six months of the SEC qualification. "...Should we fail to obtain at least $1,500,000 in cash proceeds in this offering prior to the six-month anniversary date of the date of qualification of this offering by the SEC, then our controlling shareholder, Mexedia S.p.A. S.B has the right, but not the obligation, to rescind our acquisitions of Telvantis, Inc...."

Now! How to they get that regulation A sold? The story has been discredit. Amended price for the offering or both an amended price and reverse split.


Bubae
Re: HoldEm777 post# 39545
Sunday, January 19, 2025 12:59:08 AM
Post# 39547 of 40487
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175686558&txt2find=alessi
I have looked into that a bit. Looks fishy to me. 😆 Jacob DiMartino, previous Raadr Chief Executive Officer, apparently put up the series E preferred shares as a guaranty for the $112,500 November 2022 Janbella note. Janbella acquired the shares as a result of default on the note. Those series E preferred shares represent 66.67% voting control. Giving up this control will be paid out with the redemption note in the regulation A offering.


https://www.otcmarkets.com/filing/conv_pdf?id=18016117&guid=my0-kplOOCwfJth
FORM 1-A Filed 11/29/24

Page 21 of the PDF
The outstanding shares of our Series F Preferred Stock, as a class, may be converted into a number of shares of our common stock equal to 75% of the post-conversion shares of common stock. Each 1,000 shares of Series F Preferred Stock have rights to convert into a number of shares of our common stock equal to one percent (1%) of the then-outstanding shares of our common stock, at any time. The effect of such rights of conversion is that their holder, Mexedia SPA, were Mexedia SPA to convert all outstanding shares of our Series F Preferred Stock into common stock, would be issued a number of shares of common stock equal to 75% of our then-outstanding shares of common stock. (See “Dilution-Ownership Dilution”).

Risks Related to a Purchase of the Offered Shares
If we do not obtain at least $1,500,000 in this of ering within six months of its having been qualified by the SEC, Mexedia SPA has the right to rescind our acquisitions of the Mexedia Companies. Should we fail to obtain at least $1,500,000 in cash proceeds in this offering prior to the six-month anniversary date of the date of qualification of this offering by the SEC, then our controlling shareholder, Mexedia S.p.A. S.B has the right, but not the obligation, to rescind our acquisitions of Telvantis, Inc. (formerly Mexedia, Inc.), a Florida corporation, and Mexedia, DAC, an Ireland corporation.

Page 274 of the PDF
EXHIBIT C Form of Guaranty

This Guaranty, dated as of September ___, 2024, is made byand between Mexedia S.p.A. S.B. (“Guarantor”), and JanBella Group, LLC, a NorthCarolinalimited liability company (“Lender”).On September ___, 2024, Raadr, Inc., a Nevada corporation(“Borrower”), issued a Secured Promissory Note (the “Redemption Note”) in the principalamount of $540,000.00. A material element of the Redemption Note is, amongothers, the delivery of a pledge agreement (the “Pledge Agreement”) dated thedate hereof by and among Guarantor, Borrower and Lender, whereby Guarantor pledged a total of 75,000 shares of Series F Preferred Stock of the Company(the “Pledged Securities”), to secure the performance when due of allobligations of Borrower pursuant to the Note and this Guaranty.

Page 459 of the PDF

Raadr, Inc., a Nevada corporation (“Maker”), promises to pay to JanBella Group, LLC (“Holder”) the principal sum of Five Hundred Forty Thousand Dollars ($540,000.00) (the “Principal Balance”),...

The Principal Balance and accrued Interest shall be due and payable, as follows:

...Maker shall pay Holder an amount that equals forty percent (40%) of each Monthly Reg A Tranche amount that exceeds $100,000, with each such payment being applied first to accrued Interest and then to the Principal Balance of this Note, ...

...in any event, on or before September __, 2025 (the “Maturity Date”). Following the date of payment in full of the Principal Balance and all accrued Interest thereon (the “Balance Date”), Maker further promises to pay to Holder up to an additional $1,260,000 as additional principal (the “Additional Principal”)....

OTCIQ Order Form Addendum: Change in Control or Court Appointed Custodian
October 14, 2024
https://www.otcmarkets.com/otcapi/company/financial-report/414051/content

Page 5
Pursuantto the Mexedia Acquisitions, JanBella sold 100% of the outstanding shares ofSeries E Preferred Stock to RDAR and RDAR issued a total of 75,000 shares of Series F Preferred Stock to Mexedia SPA, the President of which is Orlando Taddeo. Following the Mexedia Acquisitions, Mexedia SPA controls RDAR due the super-voting rights of the shares Series F Preferred Stock.

Reg A Offering Proceeds. Should RDAR fail to have obtained the sum of $1,500,000 in proceeds from the Reg A Offering, on or before the date that is six (6) months from the date of the SEC’s qualification of the Reg A Offering, Mexedia SPA has the right, but not the obligation, to rescind the Acquisition Agreements.

Redemption Agreement. In connection with the Acquisition Agreements, RDAR and JanBella entered into the Redemption Agreement, pursuant to which JanBella sold 100% of the outstanding shares of Series E Preferred Stock to RDAR in exchange for the Redemption Note.