Each one in plain English, with the numbers worked through for a shareholder.
5 Nov 2020capital raising announcement▼ BadMajor
On November 4, 2020 RedHawk agreed to buy 122,730,903 common shares from Beechwood Properties in exchange for 1,473 shares of 5% Series A Preferred Stock (stated value $1,133.81 each). Beechwood is solely owned by Chairman/CFO G. Darcy Klug, making this another related-party swap, following the October 2020 Series B exchange. The Series A converts into common at $0.015 after six months and carries 10 votes per underlying common share; completion is expected in the quarter ending December 31, 2020. The company says it wants the shares available for future issuance.
RedHawk agreed on October 6, 2020 to buy 124,849,365 of its own common shares from Beechwood Properties in exchange for 1,000 new shares of 5% Series B Preferred Stock (stated value $1,248.49 each). Beechwood is solely owned and managed by Chairman/CFO G. Darcy Klug, so this is a related-party deal. The Series B converts into common at $0.015 after six months and carries 10 votes per underlying common share; the company says holding the repurchased shares available for future issuance better positions it for growth. The purchase is expected to complete in the quarter ending December 31, 2020. This swaps common stock held by the insider for convertible preferred, and the filing does not say what the preferred would convert into in share terms beyond the formula.
24 June 2019capital raising announcement▼ BadMajor
On June 20, 2019 the company bought 113,700,000 of its own common shares from Beechwood (controlled by Klug) in exchange for 1,277 Series A Preferred shares and a warrant for 113,508,450 common shares at $0.005, expiring June 20, 2029. At the same time, holders of $574,250 of 5% convertible notes (including interest) converted them into 114,849,929 common shares. The common share count changes little overall, but Beechwood now holds more preferred stock (with ten votes per underlying common share) and a large warrant, adding to dilution potential and related-party concentration.
On October 15, 2015 the company sold 5,000,000 common shares to one accredited investor for $50,000 cash ($0.01 per share, calculated from the filing's figures). The new shares dilute existing holders.
On November 12, 2014 the company sold 14,905,918 common shares plus warrants for up to 7,452,959 shares (exercise price $0.005, two years) to two accredited investors for $50,000, receiving $49,900 net. This is a large share issuance at a very low price relative to the 2012 sales at $0.90-$2.50, so it dilutes existing holders. The company also moved its address to St. Louis, Missouri.
This amendment fixes the company name, which the original September 2013 report had wrong, to Independence Energy Corp. The terms of the $32,500 Asher note are repeated, with no new financing.
On September 23, 2013 the company closed a second note with Asher Enterprises: an 8% convertible note for $32,500 maturing June 19, 2014, convertible at 58% of market price, with 22% interest after maturity. The filing wrongly names the company as Liberty Energy Corp. and contains date typos ("20123"), which the company corrected in a later amendment.
Effective July 22, 2013 the company sold Asher Enterprises an 8% convertible note for $57,000, maturing April 17, 2014. After 180 days it can be converted into shares at 58% of the market price, and the rate rises to 22% after maturity, so conversion could dilute existing shareholders.
