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Ecomike

05/28/19 12:16 PM

#83221 RE: drugmanrx #83211

With 33+ mil shares already issued to ICLD/Ponder/SGSI insider friends and family(?), they have already killed any chances of this ever going back to over $3/share post split. Seems we missed the foot notes too in the 8-K about the debt swaps....

Here is part of the text showing at least another 15 mil shares at .10/share on the sale block:

" Item 1.01 Entry into a Material Definitive Agreement.

Exchange Agreement

On May 3, 2019, Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”) and Dominion Capital LLC (the “Holder”) entered into an exchange agreement (the “Exchange Agreement”) to exchange two Senior Secured Convertible Promissory Notes, with principal amounts of $1,052,631.58 plus accrued interest and $295,746.73 plus accrued interest respectively, for a single Senior Secured Convertible Promissory note with a principal amount of $1,571,133.67 (the “Exchange Note”).

Exchange Note

The interest on the outstanding principal due under the Exchange Note accrues at a rate of 12% per annum. All principal and accrued interest under the Exchange Note is due on October 17, 2020 and is convertible into shares of the Company’s Common Stock.

The conversion price in effect on the date such conversion is effected shall be equal to (i) initially, $0.10 or (ii) on or after the date of the closing of the next public or private offering of equity or equity-linked securities of the Company in which the Company receives gross proceeds in an amount greater than $100,000, one hundred and five percent (105%) of the price of the Common Stock issuable in the offering.

While during the first six months that the Exchange Note is outstanding, only interest payments are due to the Holder, beginning in October 2019, and on each monthly anniversary thereafter until maturity, amortization payments are due for principal and interest due under the Exchange Note. The Exchange Note includes customary events of default, including non-payment of the principal or accrued interest due on the Exchange Note. Upon an event of default, all obligations under the Exchange Note will become immediately due and payable.

The Holder was granted a right to participate in future financing transactions of the Company while the Exchange Note remains outstanding.

The foregoing summaries of the terms of the Exchange Note and the Exchange Agreement are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits 4.1 and 10.1, respectively, which are incorporated by reference herein.

Satisfaction of Promissory Notes

On April 25, 2017, pursuant to the terms of an Asset Purchase Agreement with InterCloud Systems, Inc. (“InterCloud”), the Company purchased 80.1% of the assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”). The purchase price paid by the Company for the Assets included the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $2,000,000 (the “AW Note”) as partial consideration for the acquisition.

On February 27, 2018, pursuant to the terms of an Asset Purchase Agreement with InterCloud, the Company purchased all of the issued and outstanding capital stock and membership interests of ADEX Corp. (“ADEX”). The Company issued a convertible promissory note in the aggregate principal amount of $2,000,000 (the “ADEX Note”, and together with the AW Note, the “Notes”) to InterCloud as partial consideration for the acquisition of ADEX.

On May 6, 2019, in accordance with terms of the Notes, the Company issued an aggregate of 15,707,163 shares of the Company’s common stock to InterCloud pursuant to the automatic forced conversion of all outstanding obligations under the Notes, in full satisfaction thereof. The shares issued were unregistered and are subject to Rule 144 restrictions. "

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Right after the R/S last fall, there were just under 1 Million shares, so folks that backed this company for 10 years, and that got sold a bill of goods to Ponder, payed dearly for the ICLD subsidiaries as they were bought, and then paid for them again by Ponder/Keith selling 98% the new OS back to ICLD by issuing 16 times as many shares post split to ICLD as SGSI owners of the Genesis/ICLD subsidiaries sold us.

SGSI founders 1 Million shares, ICLD debt collectors almost 16 million shares results in an ICLD

16:1 hair cut for believing this now obvious scam. Then almost 7 million shares issued to directors, diluting us about 7:1

I guess crime does pay????

Unless stuckholders file a class action suit?

What happened to Wavetech Global/SGSI Merger? It is 3 months late now.