13. Subsequent Events
On May 5, 2017, the Company entered into a Securities Purchase Agreement (SPA) with an institutional accredited investor (Investor) pursuant to which Investor invested $165,000 (the Financing). On the Closing Date, the Company issued to Investor a Convertible Promissory Note (the Note) in the principal amo unt of $165,000. There is no material relationship between the Company or its affiliates and the Investor and the Company paid no commissions or other placement agent fees.
On July 21, 2017, the Board of Directors recommended and the majority shareholder (holding 94% of the voting shares) voted in favor of increasing the authorized capital of the Company from Two Hundred Fifty Million (250,000,000) shares, to One Billion (1,000,000,000) shares to be effective August 1, 2017. No change was made to the number of preferred shares authorized. Accordingly, as of August 1, 2017, the total authorized capital of the Company will be comprised of Nine Hundred Ninety-Nine Million (999,000,000) shares of common stock, par value $0.00001 per share, and One Million (1,000,000) shares of Preferred Stock, of which Five Hundred Thousand (500,000) shares are designated as Series A Preferred Stock, par value $0.0001 per share.
On July 10, 2017, the Company received and cancelled 50,000 common shares issued to Patriot Bioenergy. (see Note 5)
On July 10, 2017, the Company received and canceled 3,000,000 common shares issued to an employee of Patriot Bioenergy. (see Note 5)
On July 8, 2017, the Company approved the assignment of a debt agreement dated February 20, 2015 to a third party. For and in consideration of the assignment, the Company agreed to pay $5,000 to the third party. In conjunction with the assignment, the Assignee converted principal in the amount of $3,350 for 3,350,000 shares of the Companys common stock.
On July 6, 2017, the Company terminated the investor relation agreement entered into on June 6, 2017. The common shares issued in this transaction will remain issued and outstanding.
On July 5, 2017, the Company entered into a Securities Purchase Agreement and related documents (the Financing) with an institutional accredited investor. On the Closing Date, the Company issued to Investor a Convertible Promissory Note in the principal amount of $175,000 in exchange for payment by Investor of $157,500. The principal sum of the Note reflects the amount invested, plus a $17,500 Original Issue Discount. There is no material relationship between the Company or its affiliates and the Investor and the Company paid no commissions or other placement agent fees. The SPA and the Note are collectively referred to herein as the Transaction Documents.
The Note is convertible into shares of the Companys common stock at a conversion price equal to 50% multiplied by the Market Price (as such term is defined in the Note). The Company may prepay the Note any time up to the 180th day after issuance of the note by payment to Investor of 135% (if within 90 days of closing) or 150% (if during the 91st through 180th day after closing) of the principal, interest and other amounts then due under the Note.
Pursuant to the terms of the SPA and the Note, the Company is required to reserve and keep available out of its authorized and unissued shares of common stock a number of shares of common stock at least equal to ten (10) times the number of shares issuable on conversion of the Note.
On July 3, 2017, the Companys Board of Directors authorized the issuance of 30,000,000 shares to the Companys Chief Executive Officer as a performance bonus pursuant to his employment agreement.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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