Each one in plain English, with the numbers worked through for a shareholder.
14 Oct 2022capital raising announcement▼ BadMajor
On October 3, 2022 the company sold 1800 Diagonal Lending LLC another convertible note, $59,400 principal for $55,000, at 6% interest (22% on default), maturing October 3, 2023. After 180 days it converts at 75% of the lowest recent trading price (a floor near $0.0237 that can reset lower), and the company says shareholders could be significantly diluted if it is not repaid in cash. The filing estimates up to 3,960,000 shares at about $0.015 each, and the company hopes to repay it before conversion. This follows the June 2022 1800 Diagonal note and adds to the series of small convertible financings.
On September 13, 2022 the company sold Mast Hill Fund, L.P. a second, near-identical $62,250 convertible note with warrants for 3,000,000 shares, repeating the August 29 deal. Gross proceeds were $56,025; after a $3,362 commission to J. H. Darbie & Co. and $2,500 of Mast Hill's legal fees, net proceeds were $50,162. Terms match the first note: 12% interest, one-year maturity, conversion at $0.04 per share with a price reset for cheaper later issues.
On August 29, 2022 the company sold Mast Hill Fund, L.P. a $62,250 convertible note (closed August 31, gross proceeds $56,025) with warrants for 3,000,000 shares. The note carries 12% interest (16% on default), matures in one year, and converts at $0.04 per share with the price falling to match any cheaper later share issue; a default raises the amount owed by 125%. The text provided is cut off, but it also says Epiq Scripts, LLC (described as 51% owned by the company) signed a services agreement with Mangoceuticals, which is majority owned and controlled by CEO Jacob Cohen and was sold by the company in June 2022. This is another small, dilutive convertible financing, following the June 2022 1800 Diagonal note, and the Mangoceuticals contract is a further related-party dealing with the CEO.
A 1-for-60 reverse stock split took effect May 12, 2022, cutting about 97.3 million shares to roughly 1.6 million, with the stated aim of meeting Nasdaq's $4.00 minimum price for a planned uplisting (not guaranteed to be approved). Separately, CEO Jacob Cohen's 1,000,000 Series A preferred shares were restructured on May 6, 2022 so they can convert into 60% of the common stock, about 145.9 million shares before the split or about 2.43 million after it, approved by the board as extra compensation for his services. The filing says ordinary shareholders keep the same percentage ownership from the split itself, but the Series A change gives Cohen a large convertible stake. Authorized common shares stay at 195,000,000.
Between November 22 and December 3, 2021 the company sold four investors $2,000,000 of 10% convertible notes with 13,333,332 warrants, raising $1,800,000 gross. The notes mature in one year and convert at $0.075 per share (or 80% of the price in a Nasdaq-type uplisting offering within 220 days). The warrants are exercisable at $0.075, and the filing states the conversion and exercise prices can fall further if shares are later sold at lower prices. Placement agent J.H. Darbie was paid $188,000, part of it in 1,151,678 shares. This is another round of convertible financing after the 2021 senior secured notes, and the filing does not say whether those earlier notes are repaid. Listing on an exchange such as Nasdaq is a key condition in the terms, and failing to uplist within 220 days is an event of default.
13 July 2021capital raising announcement▼ BadMajor
On June 24, 2021 the company sold $537,916 of 6% senior secured convertible notes, maturing June 24, 2022, plus warrants over 2,670,000 shares, to two institutional investors. The notes convert at the lesser of $0.2437 or 75% of the lowest recent trading price, and proceeds are for working capital and developing subsidiaries Epiq MD, Inc. and LifeGuru, Inc. This continues the pattern of repeated convertible financing, and the company's address has now changed to Plano, TX.
On March 30, 2021 the company closed the second $600,000 tranche of the 6% senior secured convertible notes begun in January, completing the $1,450,000 deal. The second-tranche notes mature March 30, 2022 and convert at the lesser of $0.2437 or 75% of the lowest recent trading price. Proceeds are planned to repay existing variable-priced convertible notes and for working capital, and the filing says the resale registration statement was filed on time and declared effective. Network 1 Financial was placement agent, paid $51,000 and $36,000 for the two tranches.
On March 8, 2021 the company signed a two-year consulting deal with KBHS, LLC (CEO Kevin Harrington) for brand ambassador and marketing services, paying 1.5 million restricted shares that vest immediately, $10,000 a month, a 5% finder's fee on new business and 7.5% on acquisitions he originates. Harrington was also appointed to a newly formed, non-binding Advisory Board on March 17. The filing says the board currently consists solely of Jacob D. Cohen, so the other two co-founders no longer appear as directors.
On January 6, 2021 the company sold $850,000 of 6% senior secured convertible notes (first part of a $1,450,000 deal, with a further $600,000 due later if conditions are met) plus warrants over up to 6,750,000 shares to institutional investors. The notes mature January 7, 2022 and convert at the lesser of $0.50 or 75% of the lowest recent trading price. They are secured on substantially all assets of the company and its subsidiaries, and part of the proceeds is planned to repay the earlier Geneva Roth, LGH, JSJ and Quick Capital notes. This continues the string of discount-convertible borrowing, though it is a larger, secured deal and it bars new variable-rate notes for a year.
On September 14, 2020 the company sold Geneva Roth a further $53,000 convertible note at 8%, due December 14, 2021 (the filing text gives this date), convertible from day 180 at 61% of the average of the two lowest 10-day VWAPs. The filing estimates up to 457,291 shares at $0.1159 (39% discount to $0.19) and warns of significant dilution if it is not repaid in cash; it continues the series of small discount-convertible notes.
On May 19, 2020 the company sold Geneva Roth another convertible note, $53,000 at 8%, due May 19, 2021, convertible from day 180 at 61% of the lowest 10-day VWAP. The filing estimates up to 347,541 shares at $0.1525 and warns of significant dilution if it is not repaid in cash. It is the third discount-convertible note in a few months, following Adar Alef, Geneva Roth and FirstFire.
The company sold two more discount-convertible notes: $88,000 to Geneva Roth on April 20, 2020 (8%, due April 20, 2021) and $105,000 to FirstFire on April 30, 2020 ($100,000 price plus $5,000 discount, 8%, due April 30, 2021). Both can convert into shares at a discount to recent trading prices (Geneva Roth from day 180 at 61% of the lowest 10-day VWAP; FirstFire at $0.50 for 180 days, then the lower of $0.50 or 60% of the lowest VWAP), and the filing warns shareholders may suffer significant dilution if they are not repaid in cash. It estimates up to 760,016 shares for Geneva Roth at $0.125; this continues the Adar Alef financing pattern from February 2020.
On February 24, 2020, the company sold Adar Alef, LLC a $157,500 convertible note for $150,000 cash (less $7,500 of the lender's legal fees), at 8% interest and due February 24, 2021. The lender can convert into shares at 60% of the lowest recent trading price, and the filing says shareholders may suffer significant dilution if it is not repaid in cash; it estimates up to 942,000 shares at $0.18. This is the company's first discount-convertible financing in the record, and it is new debt on top of the 2019 notes.
On October 1, 2019, the company hired Jesse L. Dickens, Jr. as CEO of Capitol City Solutions USA, Inc. (CCS), a newly formed wholly owned subsidiary. The press release says CCS will do remodeling and construction, including for the new Novopelle med spa locations, and also seek other commercial projects. He gets a $120,000 salary and 1,000,000 shares vesting over a year (250,000 at signing, then 250,000 each on Jan 1, Apr 1 and Jul 1, 2020), so existing holders are diluted slightly as shares are issued (inference). This extends the Novopelle expansion and adds a construction line to the business.
5 July 2019capital raising announcement▲ GoodMajor
On June 27, 2019, the company signed an exclusive license with Novo MedSpa Addison Corp for the Novopelle brand and intellectual property, to open and run branded med spas. It paid $40,000 and issued 250,000 shares. It will pay $30,000 per new location plus a 6% royalty on that location's monthly revenue. It also has a right of first refusal on NMAC's four Texas locations and a three-year option to buy the brand for $1,000,000. This builds on the April 2019 Novopelle acquisition.
On October 15, 2007 the company issued 7,142,857 restricted common shares to its parent, American International Industries, to convert a $1,000,000 note (6% interest, due April 30, 2009) at $0.14 per share. This removes that debt and increases the parent's shareholding, diluting other holders.
On September 20, 2007 the company and VOMF amended the 21,029,599 Series A, B and C warrants, cutting the exercise price from $0.18 to $0.10 and providing for 2,102,960 new Series C convertible preferred shares in place of the common shares. VOMF exercised all of them on September 21, paid net proceeds of $981,162 and cancelled the $1,000,000 August note, which resolves that loan. A press release the same day announced a larger U.S. Army contract order and "$2 Million in equity investment" (press release content not shown). The lower price and new preferred shares dilute existing holders.
14 Aug 2006capital raising announcement● NeutralMajor
On August 10, 2006 the company agreed to sell up to 833,333 Series A convertible preferred shares at $1.80 each to Vision Opportunity Master Fund (VOMF), paying an 8% dividend, each convertible into 10 common shares, plus Series A and B warrants at $0.18 per share (each for $1,500,000 total consideration). Separately, Carl Hammonds agreed to swap his 49% stake in Hammonds Technical Services for 16,000,000 restricted common shares, making Hammonds a wholly-owned subsidiary. This will dilute existing shareholders; it completes the ownership of Hammonds begun with the 51% purchase in 2005.
