sports guy and all,
Yesterday ACT announced a settlement with Camofi. Of the "51" warrant holders this was the last one. Aronson/Gorton is not part of this group but remains active along with the SEC case.
None of the material ACT filed yesterday is filed, at least publicly, on the court docket.
1) Has the court approved all this under the 3(a)(10) exemption?
I honestly am not sure but am actually leaning that way.
2) If the court did approve of agreement then the following takes place.
a) $4.5MM worth of freely tradeable shares at approx .056 would be issued within two Business Days after the day they close which takes place one business day after court order. That translates into about 80MM shares issued.
b) $2MM dollars cash to be wired to CAM on or before February 28, 2013
c) deliver, at the Closing, an aggregate of Six Million Dollars ($6,000,000) in 8% Senior Secured Convertible Debentures (the “Debentures”) ACT will file a registration statement with the SEC for these resale shares.
d)The Company must make quarterly payments under the Debentures on the last day of each calendar quarter commencing on March 31, 2013 in the amount of $473,278. The quarterly payments may, at the option of the Company and subject to the satisfaction of certain conditions, be paid in shares of Common Stock. In such case, the conversion price for such payment will be based on the lesser of (i) the Conversion Price or (ii) 80% of the average of the 10 closing prices immediately prior to the date the quarterly payment is due. To secure its obligations under the Debentures, the Company will grant a security interest in substantially all of the Company’s assets, including its intellectual property, to the Settling Parties
e) Company can repay anytime via cash without penalty and holders can convert at anytime into shares
That is a rough draft of the nuts and bolts of what was filed...thanks
