Replies to post #13026 on Tempus Applied Solutions Holdings Inc fka TMPS

[beenhadbefore]

The S-1 will be for the shares underlining Senior Secured Note of $6.2 million look in 10Q Item 5.

ITEM 5. OTHER INFORMATION



10% Senior Secured Convertible Note due April 28, 2018



The following descriptions of the 10% Senior Secured Convertible Note due April 28, 2018, and the related agreements do not purport to be complete and are qualified in their entirety by reference to their full text, copies of which are included in this Report as Exhibits 10.1 and 10.2, and are incorporated herein by reference.



On April 28, 2017, the Company entered into a Note Purchase Agreement with Santiago (as defined below) pursuant to which the Company issued and sold to Santiago Business Co. International Ltd, a business company organized under the laws of the British Virgin Islands (“ Santiago ”), its 10% Senior Secured Convertible Note due April 28, 2018, in an aggregate principal amount of $6,200,000 (the “ Note ”) and Santiago caused to be transferred to the Company certain shares of capital stock of a subsidiary of Santiago, Bluebell Business Limited, a company limited by shares organized and existing under the laws of the British Virgin Islands (“ Bluebell ”), and, upon receipt of the Note, to cause to be forgiven approximately $700,000 owed by the Company in connection with a certain Aircraft Lease Agreement, dated as of February 25, 2016, and certain related matters.



Upon conversion of the Note at a conversion price of $0.08 per share, Santiago has the right to acquire up to 77,500,000 shares of Common Stock. Assuming conversion of the Note in full, assuming further that no warrants to purchase Common Stock or securities convertible into shares of Common Stock held by parties other than Santiago are exercised or converted, and taking into account 2,032,944 shares of Common Stock acquired by Santiago in a separate transaction (see below), shares beneficially owned by Santiago and which it has the right to acquire would constitute approximately 89.8% of the shares of Common Stock that would be issued and outstanding following conversion in full of the Note.