Each one in plain English, with the numbers worked through for a shareholder.
20 June 2019capital raising announcement▲ Good
On June 19, 2019 a private lender exchanged two defaulted 8% convertible notes ($200,000 from November 2016 and $40,000 from April 2017, $240,000 principal plus about $45,000 accrued interest as of March 31, 2019) for a new warrant on 570,000 shares at $0.50 with a seven-year term and no price protection. This clears $240,000 of unpaid principal and the accrued interest from the debt, in return for potential new shares if the warrant is exercised. These notes were not in earlier context.
On June 4, 2019 the company exchanged WestPark Capital's placement-agent warrant from the 2015 financing (240,000 shares at $5.00, with price-protection provisions, on a post-split basis) for a new warrant on 50,000 shares at $0.50 with a seven-year term and no price protection. This cuts the number of shares WestPark could buy and removes the downward-reset feature, a small tidy-up of the 2015 financing's leftovers.
This amendment restates the May 24 filing and corrects the share count: the investor, Hudson Bay Master Fund, Ltd., will receive 605,816 shares in the exchange instead of 770,485, after an inadvertent error was found, keeping it at or below 9.99% ownership. The exchange also gives the investor certain Rights to acquire additional securities in future. The rest of the settlement terms (side letter, true-up on November 23, 2019, $0.10 price floor for 12 months) are unchanged.
24 May 2019capital raising announcement● NeutralMajor
On May 23, 2019 the company settled the May 2015 financing with the investor. The filing says the Replacement Note ($2,197,231 plus $26,107.52 accrued interest) matured May 7, 2018 and was not repaid, leaving it in technical default. The investor gave up the note, the warrant (now stated as 1,800,000 shares after a share split), and the related security, guaranty and registration agreements for 770,485 new common shares. A side letter promises true-up shares and a warrant right on November 23, 2019 to keep the investor near 9.99% of fully diluted shares, and bars raising capital below $0.10 per share for 12 months without the investor's consent. This ends the debt and the senior secured claim from the 2015 deal but adds dilution. The share count was later corrected (see the June 3 amendment).
10 May 2017material agreement termination▼ BadMajor
On May 4, 2017 the investor in the May 2015 financing used its offset right to cancel the full $9,490,000 outstanding on its Investor Note against $9,490,000 of the $11,687,231 convertible note. That left $2,197,231 on the convertible note, for which the investor asked for a replacement note. So the company did not receive the roughly $10.0M in cash the 2015 deal had pointed to; the later 2019 filings say the investor funded only $510,000 under the Investor Note (that figure comes from later filings, not this one). The filing itself is a termination notice.
Hudson Bay Capital Management, L.P., Sander Gerber reported a AMERICAN NOBLE GAS, INC. shareholding of 837,724 shares (9.99% of votes) in a periodic institutional filing.
AMERICAN NOBLE GAS, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
