Each one in plain English, with the numbers worked through for a shareholder.
16 Jan 2015capital raising announcement▼ BadMajor
On Jan 13, 2015 Eos and its subsidiary Eos Global Petro amended its LowCal loans (fifth amendment). The original $5,000,000 note was restated: it no longer accrues interest, is secured by a mortgage on the Illinois Works Property leases in Edwards County, matures June 30, 2015, and LowCal may convert it into common stock at $2.50 per share (down from the $4.00 in the earlier agreement), with a 50,000-share exit fee on repayment. A new unsecured $3,250,000 note at 10% interest, also due June 30, 2015, rolls in the cash exit fee, consulting fees, accrued interest and $750,000 of cash loans made Oct 10 to Dec 17, 2014. It must be repaid in full on the earlier of closing the purchase of one of two unnamed target companies or closing an equity raise of at least $20,000,000. This pushes out the Dec 31, 2014 maturity that was unreported in earlier filings and adds debt: LowCal's lower conversion price could mean more shares issued to it if it converts (inference).
On Aug 20, 2014 Eos settled with Clouding IP, whose $250,000 loan from Dec 2012 was repaid in May and June 2014 but whose $25,000 termination fee and claimed attorney fees were not. Eos agreed to pay $52,500 and issue 150,000 warrants at $4.00 (expiring Aug 20, 2018). It also settled with three other parties, who claimed pay for services Eos denies owing, by issuing warrants for 1,625,000 shares. On Aug 22, 2014 Eos received a notice of potential default for not paying the $52,500, which could raise the amount by 10% and cut the warrant price to 75%. This settles the Clouding relationship from the earlier services agreement and adds dilution from the new warrants.
13 Nov 2013capital raising announcement● NeutralMajor
On Nov 6, 2013 Eos amended its LowCal loan again. The February 2013 $1,250,000 note (due Aug 13, 2013) is replaced by a $5,000,000 10% note bought for $4,980,000, with the first $2,500,000 already paid before Nov 6 and the rest due in instalments from Nov 7, 2013 to Jan 9, 2014. Principal and interest are now due by Dec 31, 2014, and LowCal can convert them into common stock at $4.00 per share. On repayment LowCal gets 50,000 shares plus a cash fee of 10% of principal, and it may buy up to 1,000,000 more common shares at par, which would dilute existing holders. The filing does not say whether the earlier $1,250,000 note was repaid or rolled in; that is an inference.
On Feb 8, 2013 Eos agreed to sell LowCal Industries a $1,250,000 note for $1,240,000, at 10% interest, due in one payment by Aug 13, 2013. It is secured by Eos oil and gas property rights, a Cellteck guaranty and a first call on the first draw from GEM's non-binding $400,000,000 commitment; LowCal also bought 500,000 Series B preferred shares for $10,000. Eos also agreed a $10,000 extra fee and 24% interest on a $200,000 RT Holdings loan, now due April 30, 2013, and the ticker changed from CLTK to EOPT on Feb 15, 2013. The company has not yet answered a Feb 8, 2013 SEC comment letter.
17 Jan 2013capital raising announcement● NeutralMajor
Cellteck/Eos amended the merger agreement on Jan 16, 2013 to set out how the planned 1-for-800 reverse split works: holders of under 2,000 common shares get a cash payment and their shares are cancelled, while holders of 2,000 or more get one share per 800 (minimum 100 shares). This replaces the earlier wording that rounded everyone up to 100 shares. It also issued warrants on Nov 21, 2012 for 8,372,000 common shares to GEM and 590 Partners (exercise prices $2.50, $3.00, $5.35; some only usable once Ghana's Parliament ratifies an oil block concession), tied to GEM's non-binding $400,000,000 Africa financing commitment. A Dec 26, 2012 services agreement with Clouding IP gave it a 1,000,000-share warrant at $3.00, and Eos leased Los Angeles office space (Suite 2520) through April 30, 2017.
