Jmac..I beleive the convertibles have to wait until july 30, 2015.. but the warrants at 0.0003 are good to go now.. see below (correct me if i am wrong.. thats how i understood it).. what everyone agrees upon (well most here) is that it is going to run.. the timeframe is indeed the question. Kramer boys will get their money out of this and should be very nice run.. technically Chart looks ready to go.. MHYS is looking real good here.. 4s have been loading for awhile now and on friday a lot of the 5s were getting bought on the ask.. so appears is the upward movement in pps may start sooner than later.. all in my opinion.
The Note, which has a maturity date of July 30, 2015, bears interest at the rate of 8% per annum, and any amount of principal or interest on the Note that is not paid when due bears interest at the rate of 22% per annum. Pursuant to the terms of the Note, the Buyer is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal amount of the Note then outstanding into shares of the Company's common stock at a price per share equal to 50% of the average of the three lowest closing bid prices for the 30 prior trading days ending on the latest complete trading day prior to the conversion date.
The terms of the Note limit the number of shares of Company common stock into which the Note may be converted such that upon conversion, the Buyer and its affiliates may not hold beneficially more than 4.99% of the Company's outstanding common stock.
The Note contains customary covenants and provides for customary events of default.
Common Stock Purchase Warrant
On October 28, 2014 (the "Warrant Issuance Date"), the Company issued a warrant to purchase 1,262,500,000 shares of Company common stock (the "Warrant") to the Buyer, in connection with the Buyer's funding of the Note, and pursuant to the Common Stock Purchase Warrant (the "Warrant Agreement"). And now the news that Kramer boys will be possile equity partners in the newly created entity Remark Films (subsidiary of MHYS). tons of stuff going on with this company..
The Buyer may exercise the Warrant, and receive shares of Company common stock, at an exercise price of $0.0003 per share (the "Exercise Price"), at any time beginning on the Warrant Issuance Date and ending at 6 p.m. (New York time) on the fifth anniversary of the Warrant Issuance Date (the "Warrant Termination Date"). The Exercise Price is subject to adjustment for stock splits, dividends, combinations, subsequent equity sales, and subsequent rights offerings. The Warrant Agreement provides the Buyer with cashless exercise rights.
The Warrant and the rights granted to the Buyer thereunder are transferable if assigned in writing and pursuant to the terms of the Warrant Agreement.
The Company claims an exemption from the registration requirements of the Securities Act, for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the Buyer is an accredited investor, the Buyer acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Copies of the Securities Purchase Agreement, the Note and the Warrant Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing summaries of the terms of the Securities Purchase Agreement, the Note and the Warrant Agreement are qualified in their entirety by reference to Exhibits 10.1, 10.2 and 10.3, respectively.
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