Replies to post #8316 on HydroPhi Technologies Group Inc. (fka HPTG)

[dbbogey87]

Only revenue they booked was from a licensing agreement

[beer$$money]

Com'on dbb they raised a buch of money from accredited investors recently and we all were wondering what they were going to do with the money$$$Its laid out in the 8K! Retired notes and all!$$$

[Grolden]

This is how.

The purchase price for Pro Star consists of (i) up to an aggregate of $1,512,500 in cash, payable in installments as set forth in the Purchase Agreement (“Closing Cash”), (ii) a promissory note in the principal amount of $2,500,000, which is convertible into 4.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Note”), (iii) Series A preferred stock of the Company, which will be convertible into 80% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Preferred Stock”) and (iv) a form of warrant that will be exercisable for a number of shares of common stock of the Company necessary to ensure that the Note and Preferred Stock collectively result in the issuance of 84.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis (the “Goldenshare”). Following the eighteen month anniversary of the issuance of the Preferred Stock, holders of Preferred Stock shall be entitled to dividends at the rate of 5% per annum, payable quarterly. Holders of Preferred Stock shall vote together as a single class with holders of common stock of the Company.

The Closing Cash will be funded to the Company by existing investors in the Company in exchange for the issuance of certain convertible promissory notes (the “New Notes”). New Notes representing $1,250,000 of the Closing Cash will (i) have a term of one year, which in certain circumstances may be extended by an additional nine months, (ii) accrue interest at 10%, (iii) have a conversion price equal to a 20% discount from the average of the three lowest trading prices in the five trading days prior to the day that the holder elects conversion and (iv) contain standard events of default. New Notes representing up to $262,500 of the Closing Cash will (i) have a term of nine months, (ii) accrue interest at 10%, (iii) have a conversion price equal to a 15% discount from the average of the three lowest trading prices in the five trading days prior to the day that the holder elects conversion and (iv) contain standard events of default.