AG Acquisition Group, Inc. filed 10-Q on January 14

AG Acquisition Group, Inc. filed 10-Q with SEC. Read ‘s full filing at 000149315219000589.

On July 11, 2017, the Company issued to Leone Group, LLC (‘Leone Group’) a promissory note in the aggregate principal amount of $1,000. Leone Group owns 50% of the Company’s outstanding common stock. Laura Anthony, the Company’s Chief Financial Officer, Treasurer, Secretary and director, is the sole stockholder of Leone Group. The note bears interest at a rate of 10% per annum and originally had a maturity date of July 11, 2018, which such maturity date was extended effective July 11, 2018, to January 11, 2019, and extended again on January 2, 2019, to July 11, 2019, effective January 11, 2019. Leone Group has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

On July 14, 2017, the Company issued to American Capital Ventures (‘ACV’) a promissory note in the aggregate principal amount of $1,000. Howard Gostfrand, the Company’s current Chief Executive Officer and member of the Company’s Board is the sole owner of ACV. The note bears interest at a rate of 10% per annum and originally had a maturity date of July 14, 2018, which such maturity date was extended effective July 14, 2018, to January 14, 2019, and extended again on January 2, 2019, to July 14, 2019, effective January 14, 2019. ACV has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

On August 7, 2017, the Company issued to ACV a promissory note in the aggregate principal amount of $1,500. The note bears interest at a rate of 10% per annum and originally had a maturity date of August 7, 2018, which such maturity date was extended effective August 7, 2018, to February 7, 2019. ACV has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

On August 8, 2017, the Company issued to Leone Group a promissory note in the aggregate principal amount of $1,500. The note bears interest at a rate of 10% per annum and originally had a maturity date of August 8, 2018, which such maturity date was extended effective August 8, 2018, to February 8, 2019. Leone Group has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

Each share of Series A Preferred Stock has an ‘original issue price’ of $5.50 per share (the ‘Original Issue Price’). The Series A Preferred Stock is entitled to receive a dividend at a rate of 1% per month, compounded annually, on the Original Issue Price per share, payable on the six month anniversary of the issuance of the applicable share(s) of Series A Preferred Stock, unless extended to the 12 month anniversary of the issuance of the applicable share(s) of Series A Preferred Stock, which extension the Company may make at its election, to the extent that such share(s) of Series A Preferred Stock have not been converted on or before such payment date (the ‘Dividend’). The Dividend is payable in case or in shares of common stock of the Company, at the election of the Company, at a valuation per share of common stock of $5.50.

Instead of the 1% monthly dividend (compounded annually) on the Series A Preferred Stock accruing and being payable on the 6-month anniversary of issuance (which the Company could elect to extend to 12 months), the dividend now accrues and is added to the $5.50 original ‘Stated Value’ of the Series A Preferred Stock. Thereafter, this additional ‘Stated Value’ is converted into common stock of the Company when the Series A Stock is so converted. As a result, the conversion ratio of the Series A Preferred Stock has been changed from one share of common stock of the Company per share of Series A Preferred Stock to a number of shares of Common Stock equal to the Stated Value of the Preferred Stock divided by $5.50.

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