Each one in plain English, with the numbers worked through for a shareholder.
14 June 2022capital raising announcement● NeutralMajor
On June 8, 2022 the company sold one accredited investor a $350,000 8% senior unsecured convertible note due September 15, 2022, convertible into 700,000 shares at $0.50, plus a warrant for up to 700,000 shares, for $350,000. The company may repay the note early at 100% of principal plus accrued interest (unlike the 120% repayment terms on the earlier May 2022 and Nov 2021 notes), and the investor gets registration rights. This continues the pattern of short-dated convertible note financing; the filing does not say how the note will be repaid.
19 May 2022capital raising announcement● NeutralMajor
On May 13, 2022 the company sold two investors $850,000 of 8% senior unsecured convertible notes due June 29, 2022 (convertible into 2,125,000 shares at $0.40) and issued 425,000 commitment shares. On May 3, 2022 it agreed to buy 60.7143% (17 of 28 interests) of GMDOC, LLC for $4,037,500: $850,000 cash paid ($50,000 on May 3 and $800,000 on May 16) and $3,187,500 financed by a $6,045,000 GMDOC bank loan from The Western State Bank. GMDOC holds 70% of the working interests in leases of about 10,000 acres in Southern Kansas, producing about 100 barrels of oil and 1.5 million cubic feet of gas per day gross, bought from Castelli Energy, L.L.C. This adds a producing interest alongside the Central Kansas assets. The notes mature within weeks, and the filing does not say how they will be repaid.
12 Nov 2021capital raising announcement● NeutralMajor
On November 9, 2021 the company signed a consulting deal with U.S. Noble Gas, LLC to explore for helium, other noble gases and rare earth minerals on its roughly 11,000-acre Kansas properties, and set up a four-member advisory board. It will issue 3,200,000 warrants at $0.50 (2,000,000 to USNG consultants, 1,200,000 to advisors) and pay USNG $8,000 per month once noble gas or mineral sales exceed $25,000 a month. The company's press release says testing so far is positive but not conclusive; no reserves are established. This adds a helium focus to the Kansas oil assets and more dilution.
5 Nov 2021capital raising announcement● NeutralMajor
On November 1, 2021 the company sold three investors $550,000 face of 8% senior unsecured convertible notes due October 29, 2022 (convertible into 1,100,000 shares at $0.50) with a 1,650,000-share warrant at $0.50, for $850,000 total. The notes must be repaid at 120% if the company raises $2 million or more in a later financing. Separately, on November 4, 2021 it obtained an option to buy oil and gas properties covering over 52,000 acres in the Central Kansas Uplift for $12 million cash before December 31, 2021, plus an option on a related oilfield service company for $4 million before December 31, 2022. No financing for these options is described. The notes add debt and dilution.
On April 1, 2021, alongside the Kansas acquisition closing, the company settled two defaulted 2015 convertible notes ($50,000 from Global Equity Funding, LLC and $35,000 from Stephen Cochenet) by issuing 145,000 and 100,000 shares. The claims, including accrued interest and old warrants, totaled $72,874 and $50,956; the shares were valued at $40,600 and $28,000. This clears two old debts at the cost of 245,000 new shares, and is reported here about six weeks after the event.
This amendment restates the March 30, 2021 filing only to fix typos: the Series A Preferred is now stated as convertible into up to 7,117,500 common shares, not 3,993,055. A Certificate of Correction was filed in Delaware on April 21, 2021 to fix the designated share count. The $2,050,000 raise and other terms are unchanged, but the potential dilution from conversion is nearly double the first figure.
30 Mar 2021capital raising announcement● NeutralMajor
On March 26, 2021 the company raised $2,050,000 from five accredited investors by selling 22,776 shares of Series A Convertible Preferred Stock (10% dividend, senior to common) plus warrants for 5,256,410 shares at $0.39. This is the financing the September 2020 option called for, and the registration rights are tied to closing the Core acquisition. The conversion share count in this filing was later corrected (see the April 22 amendment). It adds senior claims and dilution for common holders.
On September 24, 2020 the company settled the December 2013 8% note held by SKM Partnership, which it had extended several times and which carried $1,000,000 principal and $481,000 accrued interest. SKM got $100,000 cash and 737,532 freely tradeable new shares, and the note was cancelled. The preemptive rights, revenue sharing (the 1% Nicaraguan revenue share) and indemnity agreements were terminated. This removes the open thread on that note, at the cost of new shares.
This finalizes the November 23, 2019 true-up from the May 2019 settlement of the 2015 financing with the investor (Hudson Bay, per earlier filings). The company agreed to issue 567,348 more common shares and a warrant for 61,380 shares at $0.50 expiring June 19, 2026, on top of the 605,816 shares from the exchange. The $0.10 minimum price for capital raises runs through May 23, 2020 without the investor's consent. This resolves the pending true-up and adds dilution.
What it means for a shareholder
61,380 new shares at US$0.500 to raise about US$30,690. That's 0.629% dilution: every existing holder's slice gets 0.629% smaller. If you held US$1,000 of shares (2,000 at the issue price), your slice goes from 0.0206% to 0.0205% of the company. To keep it you'd need 13 more shares - about US$7 at the issue price.
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).
8 May 2015capital raising announcement● NeutralMajor
The full 8-K for the May 7, 2015 financing already announced on May 8: a $12.0M senior secured 8% convertible note (3-year, convertible at $0.50) and an 18,000,000-share warrant at $0.50 sold to an institutional investor. The investor paid $450,000 cash plus a $9,550,000 cash-secured Investor Note, so the company gets the rest only as that note is prepaid (up to $10.0M gross if all is paid, subject to offset rights that could reduce the cash). WestPark gets a 6% fee ($600,000 in total, $27,000 paid at closing). The company must hold a shareholder meeting by July 30, 2015 to raise authorized shares, and must file a resale registration within 45 days. This confirms and adds detail to the May 8 announcement.
8 May 2015capital raising announcement● NeutralMajor
On May 8, 2015 the company announced a $12.0 million senior secured convertible note placement (closed May 7) with an institutional investor, with WestPark Capital as placement agent. The investor paid $450,000 in cash and gave a $9,550,000 promissory note secured by cash, so the company gets the rest only as that note is prepaid, for gross proceeds of $10.0 million if all is paid. The note is 8%, matures in three years, converts at $0.50 per share, and comes with a warrant for 18,000,000 shares at $0.50. Both prices reset downward if shares are later sold lower, and the investor is capped at 9.99% ownership. The note is secured by all assets except the Nicaraguan Concessions, and the CEO acknowledges it could significantly increase shares outstanding. Initial proceeds are to pay obligations including 2015 area and training fees on the concessions and provide working capital; the company also says it intends to finalize a partnership with Granada Exploration LLC. Whether the $1,050,000 note was repaid is not stated.
19 Dec 2013capital raising announcement● NeutralMajor
On December 13, 2013 Infinity agreed to exchange Amegy's 130,000 Series A Preferred shares for 3,250,000 common shares, plus 341,250 common shares for $1,365,000 of accrued dividends, 3,591,250 shares in all at a $4.00 value. This cancels the Series A, ending its dividends, liquidation preference and the majority voting rights due from Jan 1, 2014, which resolves the 2012 preferred structure for Series A, but it dilutes common holders (21,447,980 shares outstanding beforehand). Closing was expected by Dec 20.
1 May 2013capital raising announcement● NeutralMajor
Infinity borrowed $50,000, $100,000 and $100,000 on March 29, April 4 and April 15, 2013 on 8% unsecured 60-day subordinated notes, with warrants at $2.50 that expand sharply at $0.10 if unpaid; it used part to repay a $150,000 February note. In April 2013 it also sold 635,420 units at $1.60 ($1,016,672), each with a share and half a five-year $2.50 warrant, including a $125,000 note exchanged for units. The company says it has raised enough equity to repay the new notes on time and plans to, which adds new shares for existing holders.
On April 13, 2012 Infinity closed its deals with Amegy and Off-Shore: Amegy received 130,000 Series A Preferred shares and 2,000,000 common shares and cancelled a 968,000-share warrant, while Off-Shore received 15,016 Series B Preferred shares. This settled all debt owed to both, and the company cancelled debt, interest, fees and warrant liability totaling $21,322,922 at Dec 31, 2011. This resolves the long-running Amegy forbearance and the Off-Shore note, but common holders now rank behind preferred holders (6% dividends, convertible at $6.50) and Series A gets voting control from Jan 1, 2014 if not redeemed or converted.
17 Mar 2006capital raising announcement● NeutralMajor
On March 17, 2006 Infinity sold $8.0 million more of senior secured notes with five-year warrants for 258,960 shares at $8.65 and 205,128 shares at $10.53, under the January 2005 purchase agreement, to fund exploration and development. Unlike the 42-month December 2005 tranche, these have an 18-month maturity that extends to 42 months only if at least $5 million of the notes is redeemed or converted by September 17, 2006; a closing agreement waived certain conditions for the sale.
12 Dec 2005capital raising announcement● NeutralMajor
On December 9, 2005 Infinity sold another $5.5 million of senior secured notes, with five-year warrants for 191,882 shares at $8.03 and 151,988 shares at $9.77, under the January 2005 purchase agreement. Proceeds fund oil and gas exploration and development. This is another tranche after the $9.5 million in September 2005, with a 42-month maturity, 105% redemption in the first year, and a resale registration owed for the warrant shares; the notes may be repaid in shares in some circumstances, which could dilute holders.
On September 7, 2005 Infinity sold a first tranche of $9.5 million of additional senior secured notes with warrants for 283,051 shares at $9.40 and 224,202 shares at $11.44, under the January 2005 purchase agreement, to fund oil and gas exploration and development. It also agreed to call a shareholder meeting to approve issuing shares for warrants, interest and note repayment or conversion on up to $75 million of such notes, which could dilute shareholders if approved.
14 Jan 2005capital raising announcement● NeutralMajor
On January 13, 2005 Infinity sold $30 million of senior secured notes due January 2009 (interest at 3-month LIBOR plus 6.75%) with warrants for 924,194 shares at $9.09 and 732,046 shares at $11.06. It used part of the money to repay and end its LaSalle Bank and U.S. Bank credit facilities and will redeem its 8% Subordinated Convertible Notes due 2006; it may sell up to $45 million more notes later, and the notes are secured by substantially all company assets, replacing the earlier bank debt and adding possible dilution via warrants.
This is a second copy of the same November 2004 filing: 1,027,000 new shares sold at $5.10 (about $4.9 million net), the $1.75 million Bridge Loan balance accelerated and due, and third-quarter 2004 net income of $3.1 million. It adds no new information beyond the previous event.
16 Nov 2004capital raising announcement▲ GoodMajor
Infinity sold 1,027,000 new shares at $5.10 each to institutional investors on November 12, 2004, raising about $4.9 million net. This triggered repayment of the $1.75 million still owed on its $3 million Bridge Loan from Irving Strickstein (dated November 21, 2002), and the filing also reports third-quarter 2004 net income of $3.1 million versus a $4.5 million loss a year earlier, helped by a $2.8 million gain from a partial sale of assets by its oilfield services unit.
21 Jan 2004capital raising announcement● NeutralMajor
On January 16, 2004 Infinity sold one million new shares at $4.00 each in a private placement to clients of a Boston-based investment adviser, bringing shares outstanding to 9,310,546. Management says most of the money is for development drilling at its Labarge and Pipeline projects, with the rest for general purposes including debt reduction; existing shareholders are diluted by the new shares.
