Each one in plain English, with the numbers worked through for a shareholder.
24 June 2014capital raising announcement● Neutral
Boyd P. Relac, hired April 1, 2014 as Chief Operating Officer, signed an amended at-will employment agreement on June 18, 2014: $250,000 salary, of which $175,000 is paid in cash until the company raises $5,000,000 from a single source or January 1, 2015, whichever is earlier. He is also to receive options on 16.5 million shares at $0.01. The company issued him 14.2 million restricted shares for $71,000 of waived pay and expenses. This adds new management and more shares. Note that this filing names a COO while earlier filings had Wolpow as interim COO.
On April 1, 2014 the company sold the last 100,000 Series C Convertible Preferred shares at $1.00 ($100,000) to Bagel Boy Equity Group II, owned by Chairman and interim COO Richard Wolpow. This completes the 500,000-share offering, of which Bagel Boy bought 300,000. Related-party money funded the final tranche.
On March 24, 2014 the company signed a consulting agreement with Stylinz Industries for due diligence on possible acquisitions and systems integration, at $125 per billed hour plus $50 per hour in warrants. Those warrants convert at the greater of 50% of recent low bids or $0.05. It also sold 175,000 more Series C Convertible Preferred shares at $1.00 ($175,000) to three investors; 400,000 of the 500,000 authorised have now been sold. Dilution is possible from the discounted conversion terms.
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.
16 Dec 2013capital raising announcement● NeutralMajor
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
17 Oct 2012capital raising announcement● NeutralMajor
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.
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.
6 Mar 2012capital raising announcement● NeutralMajor
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.
