Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v2.4.0.6
Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events  
Note 19. Subsequent Events

On January 2, 2013, the Company issued Jana Stover 68,468 shares to settle accrued consulting services performed in 2011.

 

From January 1 through March 12, 2013, the Company sold convertible notes to unaffiliated accredited investors totaling $105,045. The notes have a term of three years, bear interest at 12% per annum, and are convertible into units, where each unit consists of: (i) one share of common stock of the Issuer, par value $0.001 per share, and (ii) a warrant to purchase 0.25 shares of common stock of the Issuer at an exercise price of $1.25 per share. The initial conversion ratio shall be equal to $1.00 per unit. The notes may be converted at any time and from time to time in whole or in part prior to the maturity date thereof. These securities were sold in reliance upon the exemption provided by Section 4(2) of the Securities Act and the safe harbor of Rule 506 under Regulation D promulgated under the Securities Act.

 

On March 1, 2013, the Company and Marc Sylvester entered into an amended employment agreement (the New Sylvester Employment Agreement) that replaced and terminated the then existing employment agreement between Mr. Sylvester and the Company, dated July 25, 2011. Under the New Sylvester Employment Agreement, the Company will issue to Mr. Sylvester 250,000 shares of common stock upon the earlier of a change in control of the Company or January 1, 2014 (the Stock Grant) provided that Mr. Sylvester remains an employee of the Company on January 1, 2014. In addition, the Company will make the Stock Grant to Mr. Sylvester if his employment is terminated without cause, if he resigns for good reason, or on his death or disability. The Stock Grant is valued at $100,000 in accordance with FASB ASC Topic 718.