Each one in plain English, with the numbers worked through for a shareholder.
23 Feb 2024debt financing▼ BadMajor
On February 15, 2024 the lender's agent, Westmount Group LLC, gave notice that the company's August 2022 credit agreement is in default and the debt is accelerated and immediately due, with remaining commitments terminated. The stated defaults include two missed monthly interest payments of $91,454.13 (for November and December 2023). About $4.37M was owed, including $4,160,887.68 of principal. This turns the loan facility that was meant to fund acquisitions into a demanded debt, and no further borrowing is available. The filing does not say how the company will repay it.
This second amendment to the October 2022 Your Super acquisition report adds required financial statements: Your Super's unaudited results for the nine months to September 30, 2022 and pro forma combined statements with the company. Those statements show Your Super's nine-month revenue of $15.6M (versus $40.5M a year earlier) and a net loss of $6.8M, with a $7.6M line of credit on its balance sheet. No new deal terms; it follows the March 3, 2023 amendment that supplied the audited 2021 and 2020 figures.
7 Mar 2023asset acquisition disposition● NeutralMajor
On March 3, 2023 the company, through a new subsidiary Chopra HLCO LLC, bought certain assets of Chopra Global, LLC (digital, licensing and products businesses tied to Deepak Chopra) and closed the same day. The price is up to $5,000,000 cash plus newly issued shares: $1,000,000 cash and 1,400,000 shares were paid at closing, $2,500,000 is due March 31, 2023, and up to three earnouts of $1,000,000 each (half cash, half shares) depend on Chopra business net revenue exceeding $5.9M (Mar-Dec 2023), $11M (2024) and $15M (2025). The company also owes a 5% royalty on net revenue under a license. This is the second brand purchase after Your Super and issues new shares, diluting existing holders; the shares are locked up for three years. If the deferred $2.5M is not paid, the seller can terminate and the assets and closing shares revert.
This amendment restates the October 13, 2022 closing of the Your Super asset purchase, now naming the acquired subsidiaries (Your Superfoods B.V., Your Superfoods GmbH and Your Superfoods, Inc.), and adds Your Super's audited 2021 and 2020 financials. The 2021 auditor RBSM reported net losses of about $27 million for 2021 and substantial doubt about going concern. No new deal terms; the filing shows the size of losses at the business the company acquired.
