Wolf-man jack
5日前
WQLF SAYS: The conversion of the remaining $56,000 resulted in an increase of 109,992 Shares at a strike price of $.5091 cents per share. Did they along with the others hold their converted shares or sell off into the Fluff News? If they sold their 109,992 shares at today’s high of $.79 cents per share they would have netted $30,907 USD. YQU make the call. Have Mercy WQLF Ahooooooo
The previous conversions of $309,00 and a total of 609,717 Shares at $.5068 cents per share. If sold at $.79 cents per share would net $177,427 USD Most likely they sold.
“As of January 8, 2024 there are 6,152,841 shares of the Company's common stock issued and outstanding.“
“As of January 14, 2025, there are 6,262,833 shares of the Company's common stock issued and outstanding.“
“CbdMD today announced that the Company has fully satisfied the accrued interest and principal associated with its Senior Secured Convertible Notes. As of January 14, 2025, there are 6,262,833 shares of the Company's common stock issued and outstanding.
"The Notes have been instrumental in providing us with the working capital cushion needed over the past year. By the full conversion of the Notes into shares of our common stock ahead of their maturity date, we've strengthened our financial position, enhanced our cash reserves, and gained greater flexibility to allocate capital prudently toward driving profitable revenue growth. With this milestone, we are now debt-free, excluding accounts payable from normal operations, and remain committed to further optimizing our balance sheet and capital structure to support sustainable long-term growth," said Ronan Kennedy, the Company's CEO & CFO.“
https://finance.yahoo.com/news/cbdmd-announces-fully-satisfied-notes-153000087.html
Message in reply to:
WQLF SAID: Great News
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174941216
Today’s Announcement
“cbdMD today announced that the Company has reduced the principal amount outstanding on its Senior Secured Convertible Notes to approximately $56,000 as of January 8, 2025 as certain holders of the notes have converted amounts under the notes.
Since the start of the year, the Company has issued an aggregate of 609,717 shares of common stock as a result of conversion requests and the aggregate balances under the notes have been reduced by approximately $309,000 of principal in addition to accrued interest. As of January 8, 2024 there are 6,152,841 shares of the Company's common stock issued and outstanding.
"We are pleased with how our fiscal first quarter finished up and at the end of the first fiscal quarter we had cash and cash equivalents of approximately $2.1 million. Further reducing the debt improves our balance sheet and coupled with our trending financials we are in a great liquidity position to start of calendar 2025," said Ronan Kennedy, the Company's CEO & CFO”
https://finance.yahoo.com/news/cbdmd-announces-additional-conversions-convertible-222200913.html
Wolf-man jack
2週前
WQLF SAYS; One on and Three to go..
“ Whenever dividends on any shares of Series A Preferred Stock have not been declared and paid for the equivalent of 12 or more monthly dividend periods, whether or not for consecutive months, the authorized number of directors on the Company's Board of Directors shall, at the next annual meeting of shareholders or at a special meeting of shareholders, automatically be increased by two and holders of shares of Series A Preferred Stock, voting together as a single class, shall be entitled to vote for the election of a total of two additional members of the Board of Directors.”
https://finance.yahoo.com/news/cbdmd-announces-companys-ceo-joins-205200673.html
CBDMD Board Members
As of the latest updates, cbdMD, Inc. has the following board members:
T. Ronan Kennedy: CEO, CFO, and Director/Board Member since December 18, 2024. Kennedy has been instrumental in leading cbdMD’s turnaround strategy and improving the company’s operational fundamentals.
Scott Stephen: Chairman since April 18, 2019. Stephen has been a key figure in guiding the company’s strategic direction.
Bakari Sellers: Director/Board Member since February 28, 2017. Sellers has been contributing to the board’s oversight and strategic decision-making.
William Raines: Director/Board Member since April 18, 2019. Raines supports the board in its governance and strategic initiatives.
Sibyl Swift: Chief Technology/Science/Research & Development Officer since April 28, 2021. Swift is responsible for the company’s technological and scientific advancements.
Wolf-man jack
2週前
WQLF ANALYSIS ;
The price of the preferred shares prior to the 1 for 3 conversion on August 2, 2023. The bottom number being Volume. The price went down drastically. From around $3.00 to around $1.00 per share. If you get 3 shares at $2.00 it comes to $6.00 per share. That is the conversion amount listed for a conversion. When the company later offered 1 for 6 conversion, the price per share was around $1.00 giving a $6.00 per share conversion. The dividends would not be paid according to the company’s agreement. That vote was never consummated according to the company because it did not have enough votes. The present day price of the preferred shares is around $.90. There were shares purchased on Wednesday before trading at $1.12. If the preferred shares continue to rise the company will most likely have an offering to convert at a 1-3, at $2.00, a 1-4 at $1.50 and 1-6 at $1.00. If the preferred price reaches $3.00 then a 1-2 is probable in my opinion.
Aug 25, 2023 1.1500 1.2900 1.1000 1.2500 1.2500 69,477
Aug 24, 2023 1.4800 1.4800 1.0600 1.2900 1.2900 161,520
Aug 23, 2023 1.7800 1.7800 1.3100 1.5900 1.5900 74,984
Aug 22, 2023 2.1900 2.1900 1.3300 1.7000 1.7000 184,691
Aug 21, 2023 3.0700 3.0700 2.4900 2.6900 2.6900 55,428
Aug 18, 2023 2.9500 2.9500 2.8700 2.9500 2.9500 5,278
Aug 17, 2023 2.8900 2.9500 2.8800 2.9100 2.9100 8,014
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175643640
Wolf-man jack
2週前
WQLF FACTS; Deja Vu
Charlotte, North Carolina--(Newsfile Corp. - August 22, 2023) - cbdMD, Inc. (NYSE American: YCBD) (NYSE American: YCBDpA) today announced that its Board of Directors has suspended the monthly cash dividend payment on the Company's 8.0% Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") beginning with the month ending August 31, 2023, as the Company conserves cash in order to continue its efforts to increase sales, develop additional products, continue research and development and attempt to achieve profitability. The dividends on the Company's Series A Preferred Stock have been suspended until such time as the Board of directors deem that the Company has sufficient working capital to restore the payment of the dividends.
Under the terms of the Series A Preferred Stock any unpaid dividends, including the unpaid dividends for the month ending August 31, 2023 and any future unpaid dividends, will accumulate. Whenever dividends on any shares of Series A Preferred Stock have not been declared and paid for the equivalent of 12 or more monthly dividend periods, whether or not for consecutive months, the authorized number of directors on the Company's Board of Directors shall, at the next annual meeting of shareholders or at a special meeting of shareholders, automatically be increased by two and holders of shares of Series A Preferred Stock, voting together as a single class, shall be entitled to vote for the election of a total of two additional members of the Board of Directors.
The suspension of the monthly dividends does not affect the listing on the NYSE American of the Series A Preferred Stock and the Series A Preferred Stock will continue to be listed and traded on the NYSE American, subject to the Company's continued compliance with the NYSE American's listing standards. However, the suspension may impact our ability to raise capital under a Registration Statement on Form S-3.
The board of the Company has recently adopted resolutions to amend the Company's Certificate of Designation (the "Series A Certificate of Designation") for the Series A Preferred Stock to provide that each share of Series A Preferred will be automatically converted into three shares of common stock (the "Series A Amendment"). The Company is holding a special meeting of its shareholders to vote on the Series A Amendment on September 22, 2023. The Series A Amendment requires: (1) the affirmative vote of a majority of the shares of the Company's common stock present, either in person or represented by proxy, and entitled to vote at the special meeting and (2) the affirmative vote or consent of the holders of at least two-third (2/3) of the Company's outstanding shares of Series A Preferred. In the event the Series A Amendment is approved, holders of the Series A Preferred would receive three shares of common stock for each share of Series A Preferred and no longer own any Series A Preferred Stock, or hold any of the rights and preferences of the Series A Preferred or be entitled to any accrued dividend payments, if any.
The Series A Preferred Stock is listed on the NYSE American and trades under the ticker symbol "YCBD.pA."
https://www.finanznachrichten.de/nachrichten-2023-08/59912809-cbdmd-inc-suspends-monthly-dividend-payment-on-its-series-a-cumulative-convertible-preferred-stock-296.htm
Wolf-man jack
2週前
WQLF SAYS;
https://www.investopedia.com/terms/l/liquidation-preference.asp
Can Shareholders Convert Preferred Shares
“Convertible preferred shares give their holders the option to convert them into a set amount of common stock shares after a defined date. However, callable preferred shares can be redeemed by the issuer at a set price after a defined date. Once the call date has passed, if the preferred shares are callable, the issuer has the right to buy back the shares at a predetermined price. This redemption by the issuer can prevent shareholders from converting their preferred shares into common stock if the issuer exercises the call option.
If the shares are retractable instead of callable, the owner can sell the share back to the issuer at a set price or, in some cases, exchange the shares for common stock of the issuer. This is referred to as a “soft” retraction, compared to a “hard” retraction where cash is paid out to the shareholders.
In summary, whether shareholders can convert their preferred shares after the call date depends on the specific terms of the preferred stock. If the shares are callable and the issuer exercises the call option, shareholders may not be able to convert their shares into common stock.“
YCBD.PRA — KEY STATS
Series: A
Alternate symbology: YCBD-A, YCBD-PA, YCBDprA
Redeemable?: Yes
Call Date: 10/16/2023 (Now Trading Post Call Date)
Perpetual?: Yes
Cumulative?: Yes
Conversion Ratio: 1.667
Shares Offered: 500,000
Overallotment: 75,000
Liquidation Preference: $10.00
Recent Market Price: $0.91
Discount to Liquidation Preference:
(More Preferreds Trading at a Discount ») $-9.09 (-90.90%)
Annualized Dividend: 0.8004
Recent Ex-Date: 7/31/2023
Current Yield: 87.96%
Original Coupon: 8.00%
Pay Period: Monthly
https://www.preferredstockchannel.com/symbol/?a=detailed&ticker=YCBD.PRA
Wolf-man jack
2週前
WQLF SAYS;
https://finance.yahoo.com/news/cbdmd-inc-announces-notification-noncompliance-214400922.html
Preferred Stock Dividend Interest
“Preferred shares are handled in acquisitions with specific considerations for their rights and privileges. Here are the key points:
Dividend Rights: Preferred shareholders typically have a higher claim on dividends compared to common shareholders. If a company is liquidated, bondholders are paid first, followed by preferred shareholders, and then common shareholders. In an acquisition, the terms of the preferred shares, including dividend rights, are outlined in the articles of association or incorporation.
Voting Rights: Preferred shares usually do not carry voting rights, but they may revert to shareholders who have not received their dividend in some agreements. In an acquisition, preferred shareholders might have special voting rights to approve extraordinary events, such as the issuance of new shares or the approval of a company acquisition.
Conversion Rights: Preferred shares are often converted to common shares with the completion of an initial public offering or acquisition. This conversion allows preferred shareholders to become common shareholders, potentially gaining voting rights and a share of the company’s profits.
Tax Treatment: Dividends on preferred shares are often taxed at a lower rate than bond interest, which can be advantageous for investors. In an acquisition, the tax treatment of dividends and the conversion of preferred shares to common shares can impact the overall return for investors.
Refinancing: Issuers may call their preferred stock to avoid making future dividend payments or to refinance their preferred stock at a lower interest rate. This can be a strategic move in an acquisition to manage the company’s financial structure and reduce interest expenses.
In summary, preferred shares are a hybrid security that combines features of both equity and debt. During an acquisition, their handling is governed by the specific terms outlined in the company’s articles of association, focusing on dividend rights, voting rights, conversion rights, tax treatment, and refinancing opportunities.“
Wolf-man jack
4週前
WQLF SAYS:
“CBDmd today announced that T. Ronan Kennedy, the Company's Chief Executive Officer and Chief Financial Officer, has been appointed to its Board of Directors. The appointment became effective on December 18, 2024, expanding the board to five members.
"Over the past two years, Ronan has demonstrated exceptional leadership in stabilizing the business and reshaping cbdMD into a leaner, more efficient organization," said Scott Stephen, Chairman of cbdMD's Board of Directors. "Under his stewardship, the Company has made tremendous progress in optimizing its cost structure, improving operational fundamentals, and positioning itself for long-term success. As we head into 2025 with a stronger cash position and exciting growth opportunities, we are thrilled to welcome Ronan to the Board, where we believe his strategic insight and deep understanding of the business will further enhance our ability to deliver value to shareholders."
Ronan Kennedy brings a wealth of expertise in financial management and operational transformation. Since assuming his leadership role, he has been instrumental in driving cbdMD's turnaround strategy, achieving substantial cost savings, improving profitability metrics, and laying the groundwork for future growth across its core and emerging product categories.“
https://finance.yahoo.com/news/cbdmd-announces-companys-ceo-joins-205200673.html
Wolf-man jack
4月前
https://www.cbdmd.com/
Delta 9 THC Drink Mixer
https://www.cbdmd.com/products/delta-9-thc-drink-mixer
Is Delta 9 THC Legal?
Short answer: when it’s derived from hemp in concentrations of less than 0.3% by dry weight, yes!
In 2018 Congress passed the 2018 Farm Bill, which removed hemp as a federally controlled substance. It also says that any hemp and hemp-derived products that contain less than 0.3% THC by dry weight are considered federally legal in the United States. By this definition, all of our Delta 9 THC products are federally compliant under the standards set by the 2018 Farm Bill. Let’s do the math:
One cbdMD Delta 9 THC gummy weighs about 6 grams, or 6000 milligrams.
If we take 0.003 (which is 0.3%) and multiply that by 6000, we are left with 18 milligrams.
That means that according to the Farm Bill, a 6 gram gummy can contain up to 18 mg of hemp-derived Delta 9 THC.
We formulated our Delta 9 gummies with only 10 mg of Delta 9 THC, which means the amount of THC we use in our gummies is well below the legal amount.
But don’t worry, you’ll still feel it working
We test each of our product batches at independent ISO 17025 certified labs (this just means that the lab is accredited for product testing, sampling, and calibration) to ensure quality and consistency. We also provide those test results right on our product pages so you can see what exactly is in each batch yourself.
Some restrictions may apply. Not for sale where hemp extract Delta-9-THC is prohibited by law. Check your local laws before purchase.
What Are the Benefits of Delta 9 THC?
initial and ongoing research suggests that Delta 9 THC can be used to provide support in sleep quality, physical discomfort, balance, and overall mood. While THC has been widely known for its recreational uses, many people rely on it for its wellness benefits.Similarly to CBD, Delta 9 THC interacts with your endocannabinoid system, or ECS. The ECS is known for regulating your body’s natural balance or homeostasis. That is why THC, like CBD, can have an effect on a whole host of things like sleep, mood, and appetite, because those functions all contribute to your body’s natural homeostatic balance.
The entourage effect happens when multiple different kinds of cannabinoids, like CBD and THC, work together within your body. It causes a “heightened effect,” meaning you will feel the benefits more than if you just took THC or CBD alone. The great thing about our Delta 9 THC formula, which we call our “high potency full spectrum formula,” is that it provides you with a full plant profile of cannabinoids and terpenes with up to 10 mg of THC so you get the best of both worlds. The Delta 9 product line is great for those looking for enhanced relaxation, restful sleep, and elevated moods.
https://www.cbdmd.com/collections/delta-9-thc
Wolf-man jack
5月前
WQLF SAYS; 8-K filed on August 29, 2024
Why are the 5 Institutional investors
Converting their Promissory notes to common shares. It is now official that ALL FIVE have converted YQU Understand. Also, CBDMD will be a Registered ®️ Trademark. Have Mercy WQLF Ahooooooo
Item 1.01 Entry into a Material Definitive Agreement.
On August 23, 2024 (the “Effective Date”), cbdMD, Inc. (the “Company”) entered into an Amendment (the “Amendment”), to amend (i) its outstanding 8% Senior Secured Original Issue 20% Discount Convertible Promissory Notes with an original issuance date of January 30, 2024 (each a “Note” and collectively, the “Notes”), issued by the Company to five institutional investors (the “Holders”) and (ii) the Security Agreement entered into by and between the Company and the Holders dated January 30, 2024 (the “Security Agreement”).
As previously disclosed, the Company’s wholly owned subsidiary, CBD Industries, LLC (“CBD Industries”), filed a cancellation proceeding before the U.S. Patent and Trademark Office Trademark Trial and Appeal Board (TTAB) against Majik Medicine, LLC (“Majik”), in April 2019 to cancel Majik’s issued supplemental register trademark for “CBD MD” (the “Limited Mark”) on multiple grounds and Majik filed certain counter claims under a matter pending in United States District Court for the Western District of North Carolina (the “Majik Claims”). On the Effective Date the Company and CBD Industries entered into a Settlement, Purchase and Release Agreement with Majik (the “Purchase Agreement”) and acquired the Limited Mark in consideration of the payments described below and the Company and Majik agreed to jointly execute and file a voluntary dismissal with prejudice for the proceedings relating to the Majik Claims. Furthermore, upon execution of the Purchase Agreement each party released the other from all claims relating to the Majik Claims. The Company paid Majik $100,000 on the date of the Purchase Agreement and shall pay Majik $50,000 on each one-year anniversary of the Purchase Agreement for a period of four years (the “Additional Payments”). In the event the Company fails to make an Additional Payment, the Limited Mark shall be reassigned to Majik. The Company also issued Majik 75,000 shares of common stock on the Effective Date (the “Initial Shares”) and will issue Majik 50,000 additional shares of common stock on the one-year anniversary of the Purchase Agreement. In addition, the Company entered into a five-year consulting agreement with Majik. Under the agreement Majik shall provide nonexclusive consulting services to solicit and refer a specific business vertical wholesale customer base of Licensed Practitioners who provide clinical services to individuals and receive a 15% commission on any annual increase of net sales relating to new sales to such Licensed Practitioners. This is a wholesale customer base the Company has been unable to exploit which has positive potential. The Company believes securing the Limited Mark enhances the Company’s overall IP portfolio and removes the procedural impediments at TTAB to facilitate the issuance of additional marks for the Company’s brands and avoids continued costly litigation which would otherwise be required to secure the Limited Mark. Pursuant to the Purchase Agreement, Majik also appointed William Raines III, an independent member of the Company’s board of directors, as the proxy for Majik for the Initial Shares, for twelve months from the Effective Date.
The Amendment (i) amends the Note to include the pledge of the Limited Mark as a Permitted Lien (as defined under the Note) and include the Additional Payments as a Permitted Indebtedness (as defined under the Note); and (ii) amends the Security Agreement to revise the definition of Excluded Assets (as defined under the Security Agreement) to include the Limited Mark until the Company completes the Additional Payments.“
https://www.sec.gov/ix?doc=/Archives/edgar/data/1644903/000143774924027959/ycbd20240823_8k.htm
Wolf-man jack
5月前
Do preferred shareholders vote for dividend reductions
“Based on the search results, preferred shareholders typically do not have voting rights, including voting on dividend reductions. Preferred stockholders usually have limited or no say in corporate governance, whereas common stockholders have voting rights.
Key Points:
Preferred stockholders do not have voting rights, including voting on dividend reductions (e.g., Rules and Rights of Common and Preferred Stock: Voting Right, What Is Preferred Stock? - Fidelity, “Preferred Stock vs. Common Stock: What’s the Difference?”, What Are Preference Shares and What Are the Types of Preferred Stock?)
Preferred shareholders have priority over common stockholders when it comes to dividends, but they do not participate in voting decisions (e.g., Preferred Stock Voting Rights)
Cumulative preferred stock may have provisions for missed dividend payments, but this does not involve voting rights (e.g., What Are Preference Shares and What Are the Types of Preferred Stock?)
In Summary: Preferred shareholders do not vote on dividend reductions or any other corporate governance matters. Their primary focus is on receiving priority dividends and having a higher claim on company assets in case of liquidation or bankruptcy.“
Wolf-man jack
5月前
WQLF SAYS; There were five institution investors according to the Q-2. According to the current 8-k press release, several (3) of the investors converted their notes into common shares. The two remaining with a value of approximately $1,075,000 have yet to convert. If and when they do, the company will most likely send out a proxy for the offer to the preferred shareholders. In my opinion it will be no greater than a 1 for 3 conversion and no less than a 1 for 2. Have Mercy WQLF Ahooooooo
“ During the quarter, several convertible promissory notes holders elected to convert some of their accrued interested and principal balance, resulting in 714,229 common shares being issued during the third fiscal quarter of 2024. Approximately $1.075 million remains on the principal balance of the promissory notes.”
“Effective February 1, 2024 (the “Effective Date”), the Company entered into a Securities Purchase Agreement dated January 30, 2024 (the “Purchase Agreement”) with five institutional investors (the “Investors”) whereby the Investors advanced the Company an aggregate of $1,250,000 gross proceeds and the Company issued each Investor an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”).
Wolf-man jack
5月前
WQLF SAYS: The institution investor(s) received 714,229 common shares at an aggregate amount of $1,378,000. The strike price in the agreement is $0.684. The Institution investors converted at a price of $1.929. Why would they accept this offer unless they believe in my opinion that the shares are worth this amount. The $1.92 price per share times 4 million Implied Outstanding shares comes to a market cap of $7.68 million. The remaining convertible notes at the same rate would add another 557,283 shares. A total of 1,271,512 shares of voting rights for any preferred conversion price.
In the recent earnings report, the $2.702.000 convertible notes issued in Q-2 now remains at $1,075,000 according to the 8-k press release. The Q-3 shows $1,378,000 remaining. The recent conversions of $1,627,000 of convertible notes resulted in 714,229 shares.
“In April 2024, the Company issued an aggregate of 714,229 shares of common stock pursuant to the partial conversion of certain principal and interest related to the Notes.”
“ During the quarter, several convertible promissory notes holders elected to convert some of their accrued interested and principal balance, resulting in 714,229 common shares being issued during the third fiscal quarter of 2024. Approximately $1.075 million remains on the principal balance of the promissory notes.”
“ Effective February 1, 2024 (the “Effective Date”), the Company entered into a Securities Purchase Agreement dated January 30, 2024 (the “Purchase Agreement”) with five institutional investors (the “Investors”) whereby the Investors advanced the Company an aggregate of $1,250,000 gross proceeds and the Company issued each Investor an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”). The Company intends to use the proceeds from the issuance of the Notes for working capital and general corporate purposes.
Each Note bears interest of 8% per annum and matures on July 30, 2025. The Note is convertible into shares of common stock at any time following the date of issuance at the Investor’s option at an initial conversion price of $0.684 per share (the “Conversion Price”), subject to certain adjustments. If 30 calendar days, 60 calendar days, 90 calendar days, 120 calendar days, or 180 calendar days after the effective date of the Registration Statement (as defined below) (the “Adjustment Dates”), the Conversion Price then in effect is higher than the Market Conversion Price then in effect on the Adjustment Date, the Conversion Price shall automatically decrease to the Market Conversion Price (as defined under the Note). The Conversion Price is subject to a $0.30 floor price.
Furthermore, at any time after the issuance of the Note, the Company may, after written notice to the Investor, prepay any portion or all outstanding Principal Amount by paying an amount equal to 125% of the Principal Amount then being prepaid (representing a 25% prepayment premium payable to the Investor which shall not constitute a principal repayment); provided that a Registration Statement registering all of the Conversion Shares issuable under the Note shall have been declared effective. If the Company elects to prepay the Note, the Investor shall have the right, upon written notice to the Company within five Trading Days of the Investor’s receipt of a Prepayment Notice, to convert into common stock, up to 100% of the Prepayment Amount at the Conversion Price, upon the terms provided in the Note.
Upon the occurrence of any Event of Default (as defined in the Note), the Interest rate shall automatically be increased to the lesser of 22% per annum or the highest amount permitted by law. In the event that such Event of Default is subsequently cured (and no other Event of Default then exists), the adjustment shall cease to be effective as of the day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.
In addition, upon the occurrence of Event of Default, which has not been cured within any applicable cure period, the Company shall be obligated to pay to the Investor the Mandatory Default Amount, which Mandatory Default Amount shall be payable to the Investor on the date the Event of Default giving rise thereto occurs. In the event the Note shall be converted following the occurrence of an Event of Default, the Investor shall have the option to convert the Mandatory Default Amount, upon the terms provided in the Note.
The Note provides that the Investor will not have the right to convert any portion of the Note, if, together with its affiliates, and any other party whose holdings would be aggregated with those of the Investor for purposes of Section 13(d) or Section 16 of the Securities of 1934, as amended, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall be increased to 9.99% on the 61st day upon receipt of a written notice by the Investor delivered to the Company, and provided further, in no event shall the Beneficial Ownership Limitation exceed 9.99%.
The Notes are secured by a first priority security interest as evidenced by and to the extent set forth in a Security Agreement, by and between the Company and the Investors.
The Company elected the fair value option under ASC 825 Fair Value Measurements for the Notes. The Notes were initially recognized at fair value on the balance sheet. All subsequent changes in fair value, excluding the impact of the change in fair value related to instrument-specific credit risk are recorded in non-operating income. The changes in fair value related to instrument-specific credit risk is recorded through other comprehensive income (loss).
The overall change in fair value of the Notes during the quarter ended March 31, 2024 was a increase of $1.7 million. As at March 31, 2024, there was $1,541,666 principal outstanding.
Convertible Notes
“Effective February 1, 2024 (the “Effective Date”), the Company entered into a Securities Purchase Agreement dated January 30, 2024 (the “Purchase Agreement”) with five institutional investors (the “Investors”) whereby the Investors advanced the Company an aggregate of $1,250,000 gross proceeds and the Company issued each Investor an 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note, in the aggregate principal amount of $1,541,666 (the “Notes”). The Company intends to use the proceeds from the issuance of the Notes for working capital and general corporate purposes.“
Wolf-man jack
5月前
WQLF SAYS;
You are welcome CB. Here is some more things to consider. The plan by management in my opinion is to harness the two thirds votes in order to get the preferred shareholders along with the common shareholders to agree to convert their shares to commons. The companies stealth plan appears to be issuing convertible notes to private investors that can be converted into common shares in order to get to the two thirds threshold. In the recent earnings report, the $2.702.000 convertible notes issued in Q-2 now remains at $1,075,000 according to the 8-k press release. The Q-3 shows $1,378,000. The recent conversions of $1,627,000 resulted in 714,000 shares.
“In April 2024, the Company issued an aggregate of 714,229 shares of common stock pursuant to the partial conversion of certain principal and interest related to the Notes.”
“ During the quarter, several convertible promissory notes holders elected to convert some of their accrued interested and principal balance, resulting in 714,229 common shares being issued during the third fiscal quarter of 2024. Approximately $1.075 million remains on the principal balance of the promissory notes.”
When and if the remaining convertible notes of $1,075,000 are converted into common shares, it would add another 512,000 shares. The aggregate of the two convertible shares will be around 1.226 million shares. The implied outstanding is at 4 million and the preferred is at 5 Million. The company seems to know how many shares they need to get the proxy voted on. Since August 1,2023, the cutoff date for the last vote, the total volume of preferred shares traded since then totaled 2.8 million shares. A 1.4 million share turnover. Who is to say that those shares are in the hands of preferred shareholders that are willing to vote for the 1 for 3 shares proposed deal. If the vote is once again defeated, will the company go into debt and offer another round of convertible notes to investors until they reach the two thirds threshold. With the current 4 million implied outstanding shares, it only takes 2 million of the 5 million preferred shareholders to agree to the 1 for 3 share offer. The total shares of the preferred and common is at 9 million shares. It will take 6 million shares in the affirmative to pass. I own close to 1 percent of the Outstanding shares. Good luck and keep the Faith. WQLF Ahooooooo
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