Black River/Viva Entertainment has recently sold a toxic convertible note. Possibly the first of many.
"On April 6, 2016, the Company closed on the $135,000 Acquisition Financing Facility pursuant to a securities purchase agreement, dated April 6, 2016 (the "Essex Securities Purchase Agreement"), with Essex Global Investment Corp, a Nevada corporation ("Essex"), for the sale of a convertible promissory note (the "Essex Note") in the principal amount of $145,000, with an original issue discount of $10,000.
The Essex Note, which is due on March 30, 2017, bears interest at the rate of 10% per annum. All principal and accrued interest on the Note is convertible at any time into shares of the Company's common stock at the election of Essex at a conversion price for each share of Common Stock equal to 55% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The conversion price discount will be decreased to 45% if the Company experiences a DTC "chill" on its shares. If the Company is not current within 90 days from the date of the Note, the conversion discount will increase by 20%, so that the conversion price would be 35% of the trading price as calculated above."
In the past Mr.Conde was suspended by the NASD for securities violations.
Benjamin Conde (CRD #2397658, Registered Principal, Fairfield, New Jersey) submitted an Offer of Settlement in which he was fined $7,500, suspended from association with any NASD 753 NASD Notice to Members—Disciplinary Actions December 2001 member in any capacity for nine months, and required to pay $11,700, plus interest, in restitution to public customers. The fine and restitution must be paid before Conde reassociates with any NASD member following the suspension or before requesting relief from any statutory disquali- fication. Without admitting or denying the allegations, Conde consented to the described sanctions and to the entry of findings that he purchased and sold shares of stock in the accounts of public customers without the prior knowledge, authorization, or consent of the customers.
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