Sylios Corp

Sylios switched roles for once: it agreed to consult for $7,500 on the S-1 filing of another penny stock, Deep Green Waste & Recycling, then took a $35,000 convertible note from Deep Green as payment-in-kind -- becoming a toxic-note lender to a similarly small shell rather than an operator.

material agreement

In an unusual pair of deals for an oil-and-gas registrant, Sylios bought 30,000 "Squeeze" soap-filled scrubbers and 1,000 wireless earbuds as surplus inventory from Wanshan Engineering Services, paying entirely in stock -- 16 million restricted shares for $160,000 of consumer goods, far outside the company's stated business.

asset acquisition disposition

BHP Capital and Fourth Man extended another $27,500 in convertible notes to Sylios, this time with warrant strike prices cut to $0.024 (from $0.08 three months earlier) and 16 million shares reserved for conversion -- terms consistent with a falling stock price.

capital raising announcement

Three weeks later Sylios took on $46,200 more in identical convertible notes, this time from three lenders at once (Armada, BHP Capital NY and Fourth Man) -- the toxic-note roster was widening, not narrowing.

capital raising announcement

Years after suspending its reporting duty in 2012 and returning to the SEC in 2019 (by now renamed Sylios Corp), the company resumed the same toxic-financing pattern: two convertible notes totaling $33,000 to Armada Investment Fund at 8% with five-year warrants, and over 5 million shares already reserved for conversion.

capital raising announcement

Sylios Corp suspended its duty to file periodic reports with the SEC.

listing compliance notice

The company took on its first toxic convertible note, borrowing $40,000 from Asher Enterprises convertible at 58% of the recent trading price -- a structure that profits the lender more as the stock falls.

capital raising announcement

Adventure Energy agreed to acquire Wilon Resources, a Tennessee gas company, in an all-stock-and-warrant swap, roughly doubling its footprint to about 17,000 leased acres and 115 gas wells (though 65 of Wilon's wells had been shut in since 2005) plus 30 oil wells; the combined company renamed itself US Natural Gas Corp.

material agreement

Adventure Energy bought real producing oil and gas assets for the first time in this record: 15 active and 30 previously drilled wells plus about 2,000 leased acres from KYTX Oil & Gas in Kentucky, for $120,000 (mostly paid upfront) plus a 3% royalty to the seller.

asset acquisition disposition

The company lined up an equity line of credit with Tangiers Investors for up to $3 million, selling shares at a discount to market (90% of the lowest recent price) and paying Tangiers $150,000 of stock just to sign -- a dilutive, market-price-linked financing structure.

capital raising announcement

Adventure Energy acquired SLMI Options, LLC from SLMI Holdings for a $1 million secured promissory note plus 1.5 million shares, and issued preferred stock that could convert into up to 10 million more common shares and hand the sellers three board seats if the company defaults -- a heavily leveraged deal that puts real dilution and control risk on the table.

material agreement