On July 25, 2016, the Company entered into a service agreement with IRTH Communications, LLC to perform certain Investor relations/Public relations, Internet development, communications and consulting services for the Company. The term of the agreement is 12-months. The Company agreed to pay $7,500 a month. The Company also agreed, as a single one-time retainer payment, to issue $100,000 worth of shares of the Companys common stock; calculated by the average closing price of the Companys common stock on its principal exchange for the ten trading days immediately prior to the execution of the agreement. The shares shall be restricted pursuant to the provisions of Rule 144.
On August 1, 2016, the Company entered into a consulting agreement with Dr. Geoffrey Laff, Ph. D to serve in the capacity of Vice President of Scientific Strategy. Dr. Laff will commit 35 hours per week to the company. The term of the agreement is month-to-month. The Company further commits, provided the agreement is still in effect, to the issuance of 65,000 shares of common stock with the standard restrictive legend on February 1, 2017.
In August 2016, we formed a fourth subsidiary, Caretta Therapeutics, Inc., to develop and commercialize products derived from cobra and rattlesnake venom for the treatment of chronic pain. The products are intended to be available in both prescription strength and Over the Counter formulations.
On August 19, 2016, the Company entered into a Sponsored Research Agreement (the "SRA") with the Florida State University Research Foundation ("FSURF") starting September 1, 2016, to perform certain research, over a two-year period, related to the discovery, synthetic modification, and preclinical validation of drug like compounds intended to treat patients with Zika virus infection. The research will be directed by Dr. Hengli Tang. The SRA provides for payments by the Company to the FSURF of $147,000 on September 1, 2016 and six-months thereafter. The Company is also responsible for additional contributions toward the direct and indirect costs of the research as per the terms of the SRA. The Company remitted to FSURF the contractual $147,000 on September 1, 2016.
On August 22, 2016, the Company created a Scientific Advisory Board, and named Dr. Hengli Tang as a member of the board. The Company issued Dr. Tang 25,000 shares of common stock. On the first anniversary of the agreement, the Company agreed to grant Dr. Tang an Option (pursuant to the Companys 2015 Equity Incentive Plan) to purchase 20,000 shares of Common Stock at an exercise price equal to 85% of the published end-of-day market piece on the Option grant date.
On August 24, 2016, the holders of that certain series of Convertible Notes dated December 31, 2016 with an aggregate amount of $850,000 agreed to the Companys special conversion offer to convert the notes into shares of common stock of the Company. The offer grants to the holders the limited option to convert the notes to common shares of the Company on the following terms:
|·||Principal and accrued interest will convert at the average price on the common stock during the 20 consecutive trading days immediately prior to the conversion.|
|·||The conversion must be of all of the Holders outstanding principal and accrued interest related to the Notes.|
|·||The conversion will be effective September 15, 2016.|
|·||If all holders agree to convert under the terms set forth above by September 10, 2016, the Company will also issue one share of common stock to the holder for each $1.00 of principal converted.|
|·||Upon conversion, all further rights and obligations of the parties under the Note shall terminate.|
The conversion will result in the issuance of 3,317,972 shares of the Companys common stock.
On August 25, 2016, the Company entered into a consulting agreement with Cassandra MacArthur, to serve as Senior Vice President of Regulatory Affairs and Compliance. The term of the agreement is 12 months. The Company issued 50,000 shares of common stock. Provided the agreement is still in effect, the Company agrees to issue 100,000 shares of common stock with the standard restrictive legend on the twelve-month anniversary.
On August 31, 2016, the Company proposed convertible notes in the aggregate amount of up to $1,500,000 with an authorized amount up to an aggregate of $2,500,000. The funds are for general use. The terms are as follows:
|·||At any time prior to the maturity date, the Convertible Note is convertible into shares of common stock of the Company at a price per share equal to 90% of the closing bid price of the common stock during the 20 consecutive trading days immediately preceding such conversion.|
|·||In the event the note has not been converted at the maturity date, the convertible note will automatically convert into shares of common stock of the Company at a per share price equal to 80% of the closing bid price of the common stock of the Company during the 20 consecutive trading days immediately preceding the maturity date.|
|·||Royalty terms as described below.|
The term of the convertible note is 24 months. Interest will accrue at 7.5% computed on a 365-day basis. Interest is payable upon conversion of the convertible note at the applicable conversion price.
Investors will share in a royalty during years two, three and four in the following revenues of Caretta Therapeutics, Inc.;
|·||Aggregate of 5% of net revenue.|
|·||Net revenues is defined as gross revenues, minus all license/royalty fees and cost of goods sold.|
|·||Royalties will cease once investor has received two times the amount invested.|
|·||Investors will receive warrants to purchase common stock of the Company equal to 30% of the amount invested based upon the exercise price.|
|·||The exercise price is defined as 110% of the closing bid price of the common stock of the Company on the six-month anniversary of the date of the issuance.|
On September 1, 2016, the Company and Pierco Management agreed to a Settlement and Release Agreement for the Pierco notes payable assumed by the Company from American Exploration. The table below sets forth the notes included in the Settlement and Release Agreement:
|Promissory note #||
The Company and Pierco agree to terms as follows;
|·||Immediate cash payment of $25,000 from the Company.|
|·||A deferred cash payment of $25,000 due in 90 days from the effective date.|
|·||Issuance to Pierco Management $50,000 worth of the Companys common stock using the average closing price for the 20 consecutive trading days preceding the effective date of the agreement|
On September 6, 2016, the Company agreed to assume the unpaid interest for the portion of the April and July Lines-of-Credit that was to be paid from the debt service reserve as set forth in the Termination and Release Agreements in December 2015. The assumption of the interest resulted in the Company recording an additional $43,980 of interest expense for the three months ended March 31, 2016, and $19,229 of interest expense for the three months ended June 30, 2016.
In September 2016, the Company decided to temporarily suspend its activities in CDT Veterinary Therapeutics, Inc.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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