Each one in plain English, with the numbers worked through for a shareholder.
17 Mar 2020material agreement● Neutral
Assigned the Deep Green Waste & Recycling package it had bought in January - a $23,000 convertible note, a 262,500-share warrant and the related purchase and registration rights agreements - to Armada Investment Fund for $10,500 cash plus forgiveness of what remained on Armada's own replacement note of February 2019. It closed on 12 March, about two months after the position was taken on.
Sylios switched roles for once: it agreed to consult for $7,500 on the S-1 filing of another penny stock, Deep Green Waste & Recycling, then took a $35,000 convertible note from Deep Green as payment-in-kind -- becoming a toxic-note lender to a similarly small shell rather than an operator.
Armada and Fourth Man each issued Sylios another $18,425 convertible note on the same falling terms, with 32 million shares reserved for each -- the toxic-financing treadmill continued into 2020.
Armada extended Sylios another $25,300 convertible note at the same falling $0.024 warrant strike, with 22 million more shares reserved for conversion -- the toxic-note balance kept climbing while the warrant price kept falling.
30 Oct 2019asset acquisition disposition▼ BadMajor
In an unusual pair of deals for an oil-and-gas registrant, Sylios bought 30,000 "Squeeze" soap-filled scrubbers and 1,000 wireless earbuds as surplus inventory from Wanshan Engineering Services, paying entirely in stock -- 16 million restricted shares for $160,000 of consumer goods, far outside the company's stated business.
BHP Capital and Fourth Man extended another $27,500 in convertible notes to Sylios, this time with warrant strike prices cut to $0.024 (from $0.08 three months earlier) and 16 million shares reserved for conversion -- terms consistent with a falling stock price.
31 July 2019capital raising announcement▼ BadMajor
Three weeks later Sylios took on $46,200 more in identical convertible notes, this time from three lenders at once (Armada, BHP Capital NY and Fourth Man) -- the toxic-note roster was widening, not narrowing.
Years after suspending its reporting duty in 2012 and returning to the SEC in 2019 (by now renamed Sylios Corp), the company resumed the same toxic-financing pattern: two convertible notes totaling $33,000 to Armada Investment Fund at 8% with five-year warrants, and over 5 million shares already reserved for conversion.
US Natural Gas Corp's subsidiary E2 Investments renegotiated a 2009 note with Harlis Trust, cutting the amount owed from $396,500 to $20,000 in exchange for handing over lease assignments, rights-of-way and deeds of trust -- debt relief traded for real assets.
The company took on its first toxic convertible note, borrowing $40,000 from Asher Enterprises convertible at 58% of the recent trading price -- a structure that profits the lender more as the stock falls.
US Natural Gas Corp paid a stock-promotion firm, Del Mar Corporate Consulting, $20,000 cash plus up to 2 million shares and warrants to generate "market awareness" for the stock -- a heavily dilutive investor-relations arrangement rather than an operating deal.
Now as US Natural Gas Corp, the company dismissed Michael T. Studer and engaged Louis Gutberlet of LGG & Associates -- its fourth auditor in nine months.
Adventure Energy agreed to acquire Wilon Resources, a Tennessee gas company, in an all-stock-and-warrant swap, roughly doubling its footprint to about 17,000 leased acres and 115 gas wells (though 65 of Wilon's wells had been shut in since 2005) plus 30 oil wells; the combined company renamed itself US Natural Gas Corp.
The board dismissed Paula Morelli, who had only ever reviewed quarterly filings and never audited an annual one, and engaged Michael T. Studer as the new auditor -- the company's third auditor change in six months.
12 Nov 2009asset acquisition disposition▲ GoodMajor
Adventure Energy bought real producing oil and gas assets for the first time in this record: 15 active and 30 previously drilled wells plus about 2,000 leased acres from KYTX Oil & Gas in Kentucky, for $120,000 (mostly paid upfront) plus a 3% royalty to the seller.
The company lined up an equity line of credit with Tangiers Investors for up to $3 million, selling shares at a discount to market (90% of the lowest recent price) and paying Tangiers $150,000 of stock just to sign -- a dilutive, market-price-linked financing structure.
Adventure Energy acquired SLMI Options, LLC from SLMI Holdings for a $1 million secured promissory note plus 1.5 million shares, and issued preferred stock that could convert into up to 10 million more common shares and hand the sellers three board seats if the company defaults -- a heavily leveraged deal that puts real dilution and control risk on the table.
Adventure Energy dismissed its auditor Drakeford and Drakeford after the PCAOB revoked Drakeford's own registration; Drakeford's prior audit had already flagged substantial doubt about the company's ability to continue as a going concern.