Each one in plain English, with the numbers worked through for a shareholder.
4 Sept 2018material agreement● NeutralMajor
On Aug 31, 2018 Zenosense and MIDS Medical (MML), the UK venture where it holds 40%, agreed that an outside investor will fund up to US$1,200,000 in tranches for up to 10.31% of MML; Zenosense's stake will not fall below 30% before a sale of MML. The first tranche is US$300,000 (US$47,000 at signing, US$103,000 by Sept 30 and US$150,000 by Oct 30, 2018) for 2.91%, and later tranches of $300,000, $375,000 and $225,000 are the investor's option through May 31, 2019. The money goes to MML, not Zenosense. Zenosense keeps its control rights, but its percentage in MML will be diluted if the investor takes up the tranches (inference).
On Aug 3, 2018 Zenosense replaced its auditor GBH CPAs with Marcum LLP after GBH resigned because it combined its practice with Marcum effective July 1, 2018. GBH's reports for 2016 and 2017 had no adverse opinion but carried a going-concern warning, and there were no disagreements.
This amendment to the Feb 3 filing corrects one point: it is MML (the joint venture), not Zenosense, that holds the surplus of development cash. The payment dates and optional loan schedule are otherwise unchanged from that filing.
On Jan 31, 2017 Zenosense again moved back its MIDS Medical payments (total still $650,000) to $130,000 by Mar 15, $152,500 by Apr 15 and $75,000 by May 15, 2017, saying there is currently a surplus of development cash and no immediate need for funding; MML also filed a patent application on Jan 18, 2017 for a new 'Magnetic Bridge' detection method. The senior-note holder's optional loans were cut to $160,000, $170,000 and $90,000 on matching dates, after $170,000 had already been lent in Oct and Dec 2016. MML can call payments early on 14 days' notice. The 8-K attributes the surplus to the company, which the 8-K/A of Feb 6 corrects.
On Dec 6, 2016 Zenosense again rescheduled its MIDS Medical payments (same $650,000 total) because MML is exploring an enhancement to its cardiac device technology at minimal cost: $22,500 within 10 days, $152,500 by Jan 31, $130,000 by 'Feb 31' (as written) and $75,000 by Mar 31, 2017. It also changed the optional convertible loans from its senior-note holder to $30,000 (issued that day), $180,000, $140,000 and $100,000 through Mar 31, 2017; the holder had already lent $140,000 on Oct 27, 2016. Terms otherwise match the earlier loans, so further dilution is possible if they convert (inference).
On Sept 29, 2016 Zenosense pushed back its remaining MIDS Medical (UK joint venture) Phase 1 payments, with the total now $650,000: $30,000 on Sept 30, $110,000 by Oct 30, $152,500 by Nov 30, 2016, $152,500 by Jan 30 and $75,000 by Mar 31, 2017. The investor from the June 2016 deal had not made the $180,000 first Commitment Loan due by Sept 20, so the company took a $60,000 10% convertible note from its senior-note holder instead, with an option for that holder to lend $140,000, $170,000, $180,000 and $100,000 more through Mar 31, 2017. If the holder lends, the June investor is not required (or allowed) to make its Commitment Loans; if not, that investor must lend $580,000 (down from $640,000) on dates to be agreed. Conversion is at $0.07 or a 15% discount to the 10-day average price, floor $0.035 (adjusted for the Aug 4, 2016 reverse split, which the filing says was completed), so existing shareholders face dilution if converted (inference).
On June 20, 2016 Zenosense entered a joint venture, MIDS Medical Ltd (UK), taking a 40% stake from July 1, 2016 in return for funding Phase 1 development of a partner's MIDS immunoassay technology: £450,500 (about $666,000) in payments, $130,000 already paid, plus up to £45,000 contingency. Missing a payment by more than 14 days could cut its stake to zero, and a second phase of similar cost is envisaged. This is a new business line beside the Sgenia MRSA and lung cancer work, and likely the cardiac project foreshadowed in the June 9 filing (inference).
9 June 2016capital raising announcement● NeutralMajor
On June 8, 2016 an investor bought 67,126,578 shares for $150,000 and committed to $640,000 of 10% unsecured convertible loans in four installments through March 2017, convertible at the lower of $0.01 or a 15% discount to the 10-day VWAP (floor $0.005). The company agreed to pursue a reverse split of up to 1-for-10, and plans to use the money to take part in a third-party cardiac diagnostic device project (terms drafted, not guaranteed) alongside its lung cancer and MRSA work. The holder of the existing Senior Notes approved the deal but kept a right of first refusal on the loans.
After a gap in the filings reviewed here, Zenosense issued a $40,000 convertible note (5% interest, due April 19, 2018) to an investor in April 2016. It becomes convertible from September 20, 2016 at $0.001 per share, with 40,000,000 shares reserved, and the investor gets a right of first refusal on future equity financing. The conversion price is far below the earlier $0.40 and $0.40-range share prices, which is dilutive for existing holders (inference).
Zenosense agreed to sell 1,370,000 shares for $274,000 to an accredited investor, with 357,000 shares ($71,500) bought July 28, 2014 and three further installments of 337,500 shares ($67,500 each) due August to October. The investor also converted a $13,100 payable into 65,500 shares.
A third amendment to the Sgenia license extended the development schedule and widened the budget to cover a lung cancer product alongside the MRSA product. About $527,000 has been spent on development so far, and the revised budget needs an estimated further $1,411,000; the company cites early MRSA test sensitivity of 75% and specificity of 66%.
Zenosense amended its Sgenia license agreement (Amendment No. 2) to give itself an optional right to fund development of possible cancer sensor devices based on Sgenia patents, with rights to make and sell them if it funds them. No funding amount is stated; it is an option, not an obligation.
Zenosense signed a stock purchase agreement with an accredited investor: $25,000 for 55,556 shares now, plus a commitment of $450,000 for 900,000 more shares in four tranches, conditional on the stage-one MRSA/SA prototype goal and keeping its OTC listing. About 85% of the later payments are to go to stage-two development; the company says it has provided over $520,000 of development funding to its partner since December 2013.
Zenosense dismissed Goldman Accounting Services on January 21, 2014 because it wanted another firm, and engaged GBH CPAs, PC on January 23, 2014. Goldman's 2012 reports carried a going-concern doubt, and the filing reports no disagreements.
The former mining shell (Braeden Valley Mines, which said it was a shell company and lost its Nevada mining lease on May 15, 2013) became Zenosense and signed a 40-year exclusive license with Sgenia Industrial and its affiliates (Spain) to develop and sell an MRSA/SA detection device. The company funds development (about $1.26 million budget, $296,749 provided by Dec 4, 2013) and pays a 20% net-sales royalty; it also did a 2-for-1 stock dividend, converted $318,749 and $146,536 of debt into shares at $0.40, sold 375,000 shares for $150,000 with a further $180,000 of purchases planned, and changed its CEO (Vasquez out, Carlos Jose Gil in) with 43,500,000 shares surrendered to capital. The filing text was truncated, so later details (e.g. resulting share count) are not captured.
The company (then named Braeden Valley Mines Inc.) dismissed its auditor Sadler, Gibb & Associates LLC on March 18, 2013 and hired Goldman Accounting Services CPA, PLLC the same day. The filing says the prior auditor's reports had no adverse opinion or disclaimer and there were no disagreements.
