Pharmagen, Inc.

Pharmagen, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The company's August 14, 2013 lawsuit against TCA, alleging TCA wrongly denied funds and falsely claimed default on loans totalling $2.05 million, ended in a March 14, 2014 settlement. The company will pay $2,433,182.68 under one of two payment schedules (choice due by September 30, 2014), starting with $150,000 on each of March 14 and March 31, 2014. TCA will return about 10,624,538 shares of common stock for cancellation. This resolves the dispute with the company's main lender and cancels shares TCA held, but leaves a large fixed repayment.

material agreement

Old Line Partners, whose manager is Mackie Barch, exchanged all 3,000,000 Class A Preferred shares (issued to Barch in the 2012 HDS deal) for 5,100,000 new Series B Convertible Preferred shares. The Series B carries 51% of total voting power and converts into 7.5% of the common stock, so Barch's control is formalised at a 51% vote.

capital raising announcement

Under a consulting agreement received December 12, 2013, Bagel Boy Equity Group II's managing partner Richard Wolpow is to become Chairman and interim Chief Operating Officer and lead a roll-up of the hard-to-find secondary wholesale and sterile compounding market. Bagel Boy gets a warrant for up to 3% of shares at $0.0065 and $15,000 a month, payable in cash at a 25% discount or in discounted-price warrants. Separately, the company sold 125,000 new Series C Convertible Preferred shares at $1.00 ($125,000), convertible at 33.33% of recent low prices or into up to 15% of the common stock, so dilution is possible.

capital raising announcement

A Florida court approved on August 30, 2013 a settlement with IBC Funds, LLC, which had bought $623,758.79 of the company's past-due vendor bills and sued to collect them. The company issued 4,545,454 shares as a settlement fee and agreed to issue further shares worth the balance of $623,758.79, converting at 45% of the lowest recent closing bid, with IBC capped at 9.99% ownership. Past-due bills are thus settled in discounted shares, which could dilute existing holders. The settlement also bars the company and its affiliates from voting for certain major corporate changes while IBC holds shares.

capital raising announcement

This filing reports the second TCA facility already noted in the prior April 12 summary: up to $2 million, with $600,000 funded (about $528,550 net after $66,450 in fees and costs), a 12% convertible note due June 14, 2014 that converts at 85% of the lowest five-day average price (TCA capped at 4.99% ownership), and 6,666,667 restricted shares as a $100,000 fee. The earlier revolver was also amended (Amendment No. 2) to add the new subsidiaries. The company may not take on other debt without TCA's approval, and conversions and fee shares could dilute shareholders.

capital raising announcement

Now named Pharmagen, Inc., the company signed a second TCA facility for up to $2 million, with $600,000 funded (about $528,550 net after $66,450 in fees and costs). The convertible note is secured by substantially all assets, bears 12% interest, is due June 14, 2014, and converts at 85% of the lowest five-day average price, capped at TCA owning 4.99%. TCA also gets 6,666,667 restricted shares as a $100,000 fee, so conversion and share issuance could dilute shareholders. The earlier revolver was amended to add new subsidiaries (Pharmagen Distribution, Nutriceuticals and Laboratories), which are named in the exhibit list.

capital raising announcement

HDS received twelve purchase orders from Walgreens for a total of 21,456 bottles of Clotamin, which will be available in up to about 7,200 Walgreens stores. The company joined Walgreens' Heart Health Month program (national radio spots, flyer, social media). This is the first retail order outcome described after the many 2012 promotion deals, which the company had said produced only minimal revenue so far.

material agreement

On December 13, 2012 the company bought all the shares of Bryce Rx Laboratories, Inc. from Robert Guiliano for $1,100,000: $100,000 at closing and $250,000 each December 31 for four years starting in 2013. Guiliano gets a four-year employment agreement at $155,000 a year and agreed not to compete. This is a new acquisition beyond the HDS distribution and Clotamin business; financial statements for the acquired business are due by amendment by February 28, 2013.

asset acquisition disposition

The company added a committed equity facility with TCA under which TCA commits to buy up to $7,500,000 of common stock over 24 months once a resale registration statement is effective, at 95% of the sale proceeds TCA realizes. It also borrowed another $750,000 under the TCA revolving credit facility. Commitment fees were paid in shares: 3,030,302 shares (valued at $100,000) for the equity facility and 4,545,455 shares (valued at $150,000) for the credit facility, with possible extra shares if TCA cannot realize that value, so existing shareholders face further dilution. This builds on the October TCA financing.

capital raising announcement

The company signed a credit facility with TCA Global Credit Master Fund allowing it to borrow up to $5 million for working capital, and $700,000 was funded at closing (about $548,500 net after fees and paying off an existing lien). The loan is secured by substantially all assets of the company and HDS, bears 12% interest and is due April 11, 2013; TCA also received 3,048,781 restricted shares as a $150,000 commitment fee, and TCA can convert the debt into shares at 85% of the lowest recent average price only if there is a default. This is a new, larger and asset-secured financing, following the earlier convertible notes.

capital raising announcement

On May 10, 2012 the company raised the ceiling on its April 5 convertible note from $700,000 to $1,275,000; the outstanding balance was $1,050,000 as of May 11. This continues the April financing: borrowing under the note has grown well beyond the initial $175,000 draw, and the note converts into shares at 80% of the three-day average closing bid price, so conversion could dilute shareholders.

capital raising announcement

On April 5, 2012 the company took on a convertible note of up to $700,000 at 10% interest, convertible at 80% of the three-day average closing bid price, and drew $175,000 immediately. Separately, HDS paid $32,000 for Portland Trail Blazers name-and-logo rights for in-store promotions in Oregon and southern Washington Walgreens stores, plus arena advertising. The note adds funding that could convert into new shares at a discount.

material agreement

On March 1, 2012 the company issued a $200,000 10% convertible note to an investor, maturing March 1, 2014. It converts into common stock at a 20% discount to the 10-day average market price, so conversion would issue new shares and dilute existing holders. This is the first financing after the HDS acquisition.

capital raising announcement

The company (filing under the name Sunpeaks Ventures, Inc.) acquired Healthcare Distribution Specialists LLC (HDS), a specialty-drug distributor that also sells the Clotamin multivitamin, by issuing 200,000,000 restricted common shares and 3,000,000 Class A Preferred shares to HDS's owner Mackie Barch, while majority shareholder Scott Beaudette cancelled 200,000,000 of his common shares. The company says it was a shell that had abandoned its original oil and gas exploration plan, and it now operates through HDS. It also settled debts to its law firm ($4,000) and to Beaudette ($5,000) for cash, agreed to issue 50,000,000 shares to cancel a $110,000 Whetu note, and hired Barch as CEO at $1,000 a month.

asset acquisition disposition