G. SUBSEQUENT EVENTS
The Company has evaluated all events and transactions that occurred after the balance sheet and through the date that the financial statements were available to be issued.
In September, 2015, the Company borrowed an additional $200,000 increasing the Short Term Note between the Company and EssigPR from $500,000 to $700,000.
On September 21, 2015, the Company raised proceeds of $50,000 from the issuance of an aggregate of 10,000 shares of the Companys common stock, par value $0.10 per share, at $5.00 per share to an accredited investor in a private placement transaction.
The transaction was completed pursuant to Securities Purchase Agreement which the Company entered into with the investor as described in the table below.
The material terms of the Securities Purchase Agreements are summarized below.
· Number of Shares Sold: 10,000 shares of the Companys common stock, par value $0.10 per share;
· Purchase Price Per Share: The shares were sold to investor at a purchase price of $5.00 per share in lots of 10,000 shares;
· Type of Offering: Direct private placement to accredited investor; no registration rights; no third party placement fees;
· Fees: In lieu of registration rights and Company costs savings related to direct negotiation with accredited investor, each $50,000 investment entitles the investor to a fee of $5,000 to be paid in eight equal quarterly installments during the twenty-four month period following the investment; and
· Purchase Put Right: Each share purchased shall also give the investor the right to require the Company to repurchase the shares at $7.00 per share for the 30 day period following the twenty-four month anniversary of the investment.
The Company does not believe that the issuance of such shares will restrict the Companys ability to utilize its net operating losses.
Name of Accredited Investor
Date of Securities Purchase Agreement
Amount of Investment in Transaction ($/# of Shares Purchased)
September 21, 2015
$50,000 / 10,000 shares
Mr. Anthonyson is the Companys Vice President and is a member of its Board of Directors. He owned 149,838 shares of the Companys common stock prior to the above described transaction.
The offer and sale of securities in the private placements described above were made to accredited investors (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder.
Robert Anthonyson, an Officer, Director and beneficial owner of 18.5% of Company common shares as of August 24, 2015, loaned the Company $50,000 on July 29, 2015 which was repaid to Mr. Anthonyson on September 17, 2015. Joseph Mullaney, an Officer, Director and beneficial owner of 11.2% of Company common shares as of August 24, 2015, loaned the Company $19,300 on September 1, 2015 of which $10,000 has been repaid as of the October 15, 2015.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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