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Toxic Avenger

04/08/16 10:10 AM

#18243 RE: OptimusPrime555 #18242

It's all the latest filing from 2 weeks ago! ROFLMAO.

And here's the 2016 info from the same filing. ;-)

On January 12, 2016, the Company entered into an agreement Crown Bridge Partners LLC to invest $36,000 into the Company in exchange for the issuance of a $40,000 convertible promissory note. All outstanding interest and principle is due and payable January 12, 2017. Unpaid balance bears an interest at the rate of 22%. The note is convertible by Crown Bridge Partners into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On January 19, 2016 Auctus Fund LLC converted $13,260 of the principal on its convertible promissory note into a total of 20,000 shares of our common stock, subject to the terms of a leak-out agreement.

On January 20, 2016, the Company entered into an agreement Yoshar Trading LLC to invest $30,000 into the Company in exchange for the issuance of a $31,100 convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable January 20, 2017. The note is convertible by Yoshar into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On January 20, 2016 the Company entered into a consulting agreement with The Ruth Group. The consultant will provide strategic investor relations. As compensation the consultant will be paid a $5,000 per month retainer for the first 3 months and $10,000 per month after.

On January 22, 2016, the Company entered into an agreement Auctus Fund LLC to invest $77,750 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable October 22, 2016. The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On February 1, 2016 100 shares of the Series B preferred stock were converted into 10,000,000 shares of common stock. The compensation expense associated with the conversion is $22,700,000.

On February 1, 2016, the Company and Ms. Yarde entered into an amendment to the employment agreement to increase her salary from $175,000 to $200,000. In addition, the board of directors resolved to amend Ms. Yarde’s strike price of her options to $0.001 and to award Yarde a 30% bonus for her services last year.

On February 2, 2016 the Company entered into a definitive agreement with Philip Jurson MD and Steven F. Borsand. The agreement memorialized the terms set forth in the binding letter of intent executed on November 11, 2015 for the purchase of USPTO patent number 7,806,852.

On February 5, 2016 the Company entered into a non-exclusive investment banking agreement with Ascendiant Capital Markets, LLC. As part of the agreement Ascendiant is compensated on a performance basis to advise the Company with respect to the form and structure of capital transactions, to assist the Company in developing any necessary materials, to identify and make contact with prospective Investors, assist with the successful placement of a Transaction, assist the Company in conducting presentations and due diligence meetings with prospective Investors and provide such other financial advisory and investment banking services as are reasonably necessary to consummate each Transaction.

On February 12, 2016 Auctus Fund LLC converted $13,000 of the principal on its convertible promissory note into a total of 25,000 shares of our common stock, subject to the terms of a leak-out agreement.

On February 28, 2016, the Company entered into an agreement with APG Capital Holdings, LLC to invest a total of $63,000 into the Company in exchange for the issuance of 2 convertible promissory notes, each $31,500. The first $31,500 note is a front end note and was purchased by APG Capital Holdings, LLC on February 28, 2016. The second $31,500 note is a back end note and will be funded no later than October 29, 2016. The Company has the option to cancel the back end note and any obligation thereof by giving 30 days written notice of cancellation no later than the 5 th month anniversary of the issuance of the front end note. The notes bear interest at the rate of 8%. All outstanding interest and principle on the front end note is due and payable February 28, 2017. The note is convertible by APG Capital Holdings, LLC into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 65% multiplied by average of the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note up to 180 days after issuance

On February 29, 2016, the Company entered into an agreement Auctus Fund LLC to invest $77,750 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable November 29, 2016. The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On March 4, 2016 the Company repaid the balance outstanding on the convertible note to JMJ of $27,788 including the OID and accrued interest.

On March 10, 2016 Auctus Fund LLC converted $50,996 of the principal and interest on its convertible promissory note into a total of 97,991 shares of our common stock, subject to the terms of a leak-out agreement.

On March 18, 2016, the Company’s board of directors amended the Rx Safes, Inc. 2015 Incentive Plan to increase the shares reserved under the Plan from 250,000 to 2,500,000 shares. There were no other amendments made to the Plan.

On March 21, 2016, the Company filed a registration statement under Form S-8 to register 2,387,500 shares of common stock, which represents all reserved shares under the Plan not otherwise underlying prior outstanding options.