23 Aug 2013securities registration● Neutral
Pharmagen, Inc. amended a filing by which it filed notice of an exempt private placement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 Aug 2013capital raising announcement▼ Bad
On August 5, 2013 the company sold Asher Enterprises a second 8% convertible note, for $42,500, closed August 9, 2013 and due May 5, 2014. After 180 days it converts at 58% of a recent low-price average (a 42% discount), a steeper discount than the June note, so conversions could add more shares.
14 Aug 2013quarterly activities report▼ Bad
Pharmagen, Inc. reported quarterly revenue of $975 thousand and a net loss of $1.5 million for the period ended 2013-06-30.
12 July 2013capital raising announcement▼ Bad
On July 9, 2013 the company signed a three-year consulting agreement with Bradley Peganoff (effective July 1, 2013) covering government agencies and policies, budgeting and marketing, paid with 5,000,000 restricted shares valued at $150,000. The company can repurchase a pro-rata portion of the shares at $0.03 per share during the term. This adds shares paid for services.
28 June 2013securities registration● Neutral
Pharmagen, Inc. filed notice of an exempt private placement.
25 June 2013capital raising announcement▼ Bad
On June 5, 2013 the company sold Asher Enterprises an 8% convertible note for $63,000, closed June 19, 2013 and due March 7, 2014. After 180 days it converts at 60% of a recent low-price average (a 40% discount), so conversion could add shares at a discount. This continues the pattern of small discounted convertible notes.
15 May 2013quarterly activities report▼ Bad
Pharmagen, Inc. reported quarterly revenue of $1.7 million and a net loss of $842 thousand for the period ended 2013-03-31.
10 May 2013listing compliance notice▼ Bad
Pharmagen, Inc. withdrew a registration statement, abandoning the offering it covered.
12 Apr 2013capital raising announcement▼ BadMajor
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.
12 Apr 2013capital raising announcement▼ BadMajor
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.
25 Jan 2013securities registration● Neutral
Pharmagen, Inc. registered a securities offering with the SEC.
14 Jan 2013agm notice● Neutral
Pharmagen, 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).
11 Jan 2013director interest notice● Neutral
Old Line Partners LLC became a Pharmagen, Inc. 10%+ owner and company insider (initial ownership filing).
11 Jan 2013director interest notice● Neutral
Bethesda Holdings LLC became a Pharmagen, Inc. 10%+ owner and company insider (initial ownership filing).
11 Jan 2013substantial holder notice● Neutral
Old Line Partners, LLC disclosed a new substantial Pharmagen, Inc. shareholding (48.60% of votes).
11 Jan 2013director interest notice● Neutral
Pharmagen, Inc. 10%+ owner Bethesda Holdings LLC bought 177,000,000 shares on the open market.
11 Jan 2013director interest notice● Neutral
Pharmagen, Inc. 10%+ owner Old Line Partners LLC bought 177,000,000 shares on the open market.
7 Jan 2013director interest notice● Neutral
Eric Clarke became a Pharmagen, Inc. Chief Financial Officer and company insider (initial ownership filing).
3 Jan 2013material agreement▲ GoodMajor
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.
19 Dec 2012asset acquisition disposition● NeutralMajor
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.
17 Dec 2012capital raising announcement▼ BadMajor
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.
17 Dec 2012securities registration● Neutral
Pharmagen, Inc. filed notice of an exempt private placement.
17 Dec 2012capital raising announcement● Neutral
A second amendment to the October TCA credit facility report, again filed only to update Exhibit 10.1 and its attached exhibits and schedules. The loan terms repeat the original filing (up to $5 million, $700,000 funded, 12% interest, 3,048,781 commitment shares), with nothing new.
21 Nov 2012material agreement● Neutral
This amendment to the April 2012 report just adds Exhibit 10.2, the AACSA marketing agreement. It restates the $40,000 Mega Brand/Winn-Dixie deal and the AACSA terms ($25,000 on signing, $25,000 within 30 days, 1,000,000 shares and warrants at $0.30), noting the shares and warrants had not been issued at the time of the original filing.
21 Nov 2012capital raising announcement● Neutral
This amendment to the October TCA credit facility report only updates Exhibit 10.1 (the credit agreement); the terms described (up to $5 million, $700,000 funded, 12% interest, 3,048,781 commitment shares) repeat the original October 17 filing with no new figures.
19 Nov 2012agm notice● Neutral
Pharmagen, 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).
14 Nov 2012quarterly activities report▼ Bad
Pharmagen, Inc. reported quarterly revenue of $1.8 million and a net loss of $1.0 million for the period ended 2012-09-30.
6 Nov 2012agm notice● Neutral
Pharmagen, 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).
2 Nov 2012quarterly activities report▼ Bad
Pharmagen, Inc. reported quarterly revenue of $1.8 million and a net loss of $1.0 million for the period ended 2012-09-30.
18 Oct 2012business combination● Neutral
The company again amended its February 2012 report on the HDS acquisition to clarify and correct disclosure, saying it found information that needed fixing after the July 27 amendment. The visible text restates the share exchange, and adds that the old debts were settled for less than owed: $4,000 paid on $47,025 owed to the law firm and $5,000 paid on $50,000 owed to Beaudette. The Whetu note ($117,986 outstanding) was settled with 50,000,000 shares and Barch's management agreement is restated. No new transaction is announced (the filing text is truncated, so other changes may exist).