Subsequent Events |
9 Months Ended |
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Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events |
NOTE 11 – SUBSEQUENT EVENTS
Conversions
On April 2, 2018 pursuant to a conversion notice, $50,000 in principal and $2,916 in interest was converted at $0.06 into 912,659 shares of common stock.
On April 3, 2018 pursuant to a conversion notice, $25,000 in principal and $1,386 in interest was converted at $0.05 into 506,649 shares of common stock.
On April 5, 2018 pursuant to a conversion notice, $50,000 in principal and $2,256 in interest was converted at $0.05 into 1,088,658 shares of common stock.
On April 11, 2018 pursuant to a conversion notice, $20,000 in principal and $929 in interest was converted at $0.04 into 581,358 shares of common stock.
On April 12, 2018 pursuant to a conversion notice, $30,000 in principal and $1,289 in interest was converted at $0.04 into 841,095 shares of common stock.
On April 18, 2018 pursuant to a conversion notice, $50,000 in principal and $3,750 in interest was converted at $0.03 into 1,560,232 shares of common stock.
On April 26, 2018 pursuant to a conversion notice, $35,000 in principal and $3,259 in interest was converted at $0.04 into 1,062,747 shares of common stock
On April 30, 2018 pursuant to a conversion notice, $25,000 in principal and $526 in interest was converted at $0.04 into 686,183 shares of common stock
April 13, 2018 Securities Purchase Agreement
On April 13, 2018, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased two 8% unsecured convertible promissory notes (the “April 2018 GS Capital Notes”) from the Company each in the principal amount of $150,000. The first note (the “April 2018 GS Capital Note”) was funded with cash and the second note (the “April 2018 Back-End Note”) was initially paid for by an offsetting promissory note issued by GS Capital to the Company (the “April 2018 Note Receivable”). The terms of the April 2018 Back-End Note require cash funding prior to any conversion thereunder.
Both the April 2018 GS Capital Note and the April 2018 Back-End Note mature on April 13, 2019, upon which any outstanding principal and interest thereon is due and payable. The amounts cash funded plus accrued interest under both the April 2018 GS Capital Note and the April 2018 Back-End Note are convertibles into shares of the Company’s common stock, at any time after October 13, 2018, at a conversion price for each share of common stock equal to 61% of the lowest closing bid price of the Company’s common stock for the ten prior trading days including the day upon which a notice of conversion is received by the Company from GS Capital, subject to adjustment in certain events.
The April 2018 GS Capital Note may be prepaid until 180 days from the issuance date with certain penalties. The April 2018 Back-End Note may not be prepaid. However, in the event that the April 2018 Back-End Note has not been cash paid and the April 2018 GS Capital Note is redeemed within the first six months of issuance, the April 2018 Back-End Note will be deemed cancelled and of no further effect. The April 2018 Back-End Note is not convertible until it is funded in cash on or before December 13, 2018, subject to certain restrictions. The Company has reserved 7,684,000 shares of its common stock for conversions under the April 2018 GS Capital Note. For so long as GS Capital owns any shares of common stock issued upon conversion of the April 2018 GS Capital Notes (the “Conversion Shares”), the Company covenants to (i) secure and maintain the listing of such shares of common stock, (ii) comply with certain of its reporting and filing obligations, and (iii) provide to GS Capital any notices it receives from its listing exchange or quotation system regarding the continued eligibility of its common stock for listing on such exchange.
The April 2018 GS Capital Notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions.
Any shares to be issued pursuant to any conversion of the April 2018 GS Capital Notes shall be issued pursuant to an exemption from the registration requirement of the Securities Act provided in Section 4(a)(2) of the Securities Act. GS Capital may not effect any conversions under the April 2018 Back-End Note until it has made full cash payment for the portion of the April 2018 Back-End Note being converted.
Any shares to be issued pursuant to any conversion of the April 2018 GS Capital Notes shall be issued pursuant to an exemption from the registration requirement of the Securities Act provided in Section 4(a)(2) of the Securities Act. GS Capital may not effect any conversions under the April 2018 Back-End Note until it has made full cash payment for the portion of the April 2018 Back-End Note being converted. |