Item 3.02 Unregistered Sales of Equity Securities
On July 15, 2016 the Company filed forms on its SEC Edgar site for a placement under Regulation D. It has not completed any sales under that placement as of this date.
In July the Company issued 125,000 shares to an executive in conjunction with the acquisition of P3/Integrity Pharmacy as noted herein. It subsequently issued 340,000 shares to the principals of P3/Integrity as a part of the consideration in the acquisition. The issuances were valued at $1.25 per share pursuant to the underlying agreements.
On September 20, 2016 the Company agreed to issue 250,000 shares each, a total of 1 million shares, of restricted common stock to four (4) advisors as consideration for services related to the discontinuation of the Integrity business and its spin-out. The share price on the date of the agreement was $.16 and it will record a charge of $160,000 during the period for this issuance. As a result, the Company expects to charge this expense to the spin-out transaction.
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On September 26, 2016 the Board agreed to issue 100,000 shares of restricted common stock each to three (3) new Directors.
On September 28, 2016, the Board has approved an issuance of 500,000 shares of restricted common stock to eliminate obligations of up to $150,000 in legal related expenses, valued at $.30 per share.
On September 28, 2016 the Board agreed, at the request of the Foundation for Innovation in Education Inc., to cancel a consulting agreement with it, and its principals and directors. The Board hereby authorizes the issuance of shares at a valuation of $.30 per share for all obligations fully owed under to these parties, to be issued as directed by the parties, including, but not limited to A) $90,000 due for formation costs and as a founder of Newco4phamacy, LLC which was an obligation as of the December 2015 acquisition of Newco, B) $120,000 due for consulting under a previously disclosed consulting agreement, C) approximately $80,000 owed for expenses incurred and monies advanced for the benefit of the Company, for a total owed at this time of $290,000. Accordingly, a new issuance of 966,666 shares is authorized to be issued to the Foundation. The principals of the Foundation shall receive the same indemnification, release and other consideration as Keaveney, Driscoll or any other Board member, should those be provided.
On September 29, 2016, the Board has approved the satisfaction of up to $110,000 under a borrowing agreement with a lender under terms that are consistent with other arrangements herein. Another lender who is owed approximately $95,000 including interest and penalties has agreed to cancel that obligation in consideration of the issuance of up to 300,000 shares restricted common stock which includes elimination of any warrants or options which may have been granted, using the same valuation.
On September 29, 2016 the Board agreed to issue 100,000 shares of restricted common stock each to two individuals who were appointed to a newly created non-executive Advisory Board in consideration of their services during the next 12 months. These are considered to have been earned as of this date.
On September 29, 2016 the Company approved the settlement of the debt in a loan made to the Company in May of 2016 of approximately $150,000 including interest and penalties, and has agreed to cancel all outstanding Warrants in consideration of the issuance of 400,000 shares of Restricted Common Stock.
On September 29, 2016 the Company approved the issuance of 30,000 shares of Restricted Common Stock on September 28, 2016 to a consultant, acting as an advisor to assist with the conversion of debt in conjunction with the spin-out;
Mr. James Driscoll, the previous CEO, has agreed that any amounts owed under his employment contract including a previously issued warrant is cancelled including the vested warrants, and instead he will receive 200,000 restricted common shares (which includes 100,000 shares which had previously been acquired at $.20 per share). He will be issued a 90 day note payable by the Company in an amount equal to any real and actual expenses incurred, or amounts advanced, in conjunction with his activities at the Company, estimated at $30,000.
Mr. Steve Keaveney, the prior CFO and Chairman, has agreed to cancel 2,000,000 of his previously issued shares and transfer 1,000,000 of his previously issued shares to the purchasers of the P3/Integrity assets in a private transaction, and has agreed to transfer 100,000 shares to a third party who had been involved with operation while held by the Company. As a result, he will have 388,900 shares of his original issuance remaining as of September 30, 2016. He will be issued a 90 day note payable by the Company in an amount equal to any real and actual expenses incurred, or amounts advanced, in conjunction with his activities at the Company, estimated at $75,000.