Bigstring Corp (BSGC)

[whatsupdoc1]

On June 23, 2009, BigString entered into a Subscription Agreement with Whalehaven Capital Fund Limited, Alpha Capital Anstalt and Excalibur Special Opportunities LP (collectively, the “2009 Subscribers”), pursuant to which the 2009 Subscribers purchased convertible notes in the aggregate principal amount of $180,000, which notes are convertible into shares of BigString’s common stock, and warrants to purchase up to 6,000,000 shares of BigString's common stock, resulting in net proceeds of approximately $146,500 after transaction fees of approximately $33,500.

Each convertible note has a term of two years and accrues interest at a rate of 6% annually. The holder of a convertible note shall have the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.015 per share, as adjusted. The conversion price and number and kind of shares to be issued upon conversion of the convertible notes are subject to adjustment from time to time. The warrants have an exercise price of $0.015 per share, as adjusted. The number of shares of common stock underlying each warrant and the exercise price are subject to certain adjustments.

…As a result of this financing, the conversion price for the outstanding convertible notes and the exercise price underlying the warrants previously issued by BigString in February 2008 and May 2007 and the conversion price of the shares of outstanding Series A Preferred Stock were subject to adjustment…


September 30, 2010 December 31, 2009
Convertible note, May 1, 2007, maturing May 1, 2010 $ 327,500 $ 558,250
Beneficial conversion feature - (51,692 )
Note Discount - (2,425 )
327,500 504,133

Convertible note, February 29, 2008, maturing February 28, 2011 $ 594,076 $ 681,819
Beneficial conversion feature (22,003 ) (70,705 )
Note Discount (8,979 ) (28,855 )
563,094 582,259

Convertible note, June 23, 2009, maturing June 23, 2011 $ 150,000 $ 180,000
Beneficial conversion feature (50,944 ) (119,000 )
Note Discount (10,611 ) (24,786 )
88,445 36,214
$ 979,039 $ 1,122,606