OBBCQ From 10K
On December 7, 2006, The Company and two of its wholly-owned subsidiaries, Malibu Entertainment Group(“MEG”), and “BBKO” , entered into non-binding term sheets with Cleveland BioLabs, Inc. (“CBLI”) which provided that the Company would accept CBLI’s investment of a total of $300,000 in the Company in exchange for a 20% minority common stock position in the Company, 10% minority common stock positions in three of the Company’s wholly-owned subsidiaries, Itrex International(“Itrex”), Malibu Beach Beverage Group(“Malibu”), and Smartvoice Telecommunication, Inc.(“SVT”). CBLI receives 95% majority common stock positions in MEG and BBKO.
Pursuant to the term sheet, MEG and BBKO each issued a promissory note convertible into common stock for the sum of $25,000 each on or about December 7, 2006, and an additional promissory note convertible into stock for the sum of $25,000 each on or about January 2, 2007. The term sheets contemplate that two further promissory notes convertible into common stock for the sum of $75,000 each shall be issued on or about February 2, 2007, and that two final promissory notes for the sum of $25,000 each shall be issued on or about March 2, 2007. CBLI anticipates utilizing its majority position in MEG and BBKO to raise capital to support its innovative research and development into cancer treatment agents.
Upon confirmation of emergence from Chapter 11, Orbit will transfer a 95% interest in two of its wholly-owned subsidiaries, Malibu Entertainment Group (“MEG” and “BBKO”). In connection with this transfer, MEG and BBKO borrowed $250,000 and agreed to borrow another $50,000 from Cleveland BioLabs, Inc. (“CBLI”) in exchange for a convertible promissory note, a 20% minority common stock position in Orbit, 10% minority common stock positions in three of Orbit’s wholly-owned subsidiaries, Itrex,,Malibu Beach Beverage Group (“Malibu”), and Smartvoice Telecommunication, Inc. (“SVT”), and also 95% majority common stock positions in MEG and BBKO.