Series A & B Preferred SharesInteresting, it looks as though the company has been able to settle most of its debts in exchange for series A & B preferred shares.
Pursuant to the Purchase Agreement, Montalcino shall purchase an initial US$1,000,000 (“Initial Investment”) in Series A Preferred Units of the Subsidiary on or about October 15, 2015 at a price of US$1 per Series A Preferred Unit in the Subsidiary and up to an additional US$1,500,000 (“Follow-on Investment”) in Series A Preferred Units at the same price over the following year, upon the achievement of the certain milestones (four) set out in the Purchase Agreement (the “Milestones”). Each Milestone shall represent advances in the research and development of the Subsidiary’s technology. Upon the achievement of each Milestone, Montalcino shall provide a pre-determined investment amount allowing the Subsidiary to continue its operations toward its achievement of the next Milestone.
If the Follow-on Investments are all completed, Montalcino will own, on a fully diluted basis, an approximate 77.5% economic interest in the Subsidiary.
Employees and consultants who have entered into deferred payment agreements with respect to their salaries and fees have agreed to cancel and release Vivione from such obligations in exchange for cash in an amount not to exceed US$100,000 and Series B Preferred Units of the Subsidiary which will represent, if all Follow-on Investments are completed, approximately 3.5% of the Subsidiary’s equity, on a fully diluted basis. Glenn Smith, a director of the Corporation, has advanced the Corporation revolving loans with a current outstanding balance of US$1,420,000. Ancillary to the Transaction, Glenn Smith has agreed to sell and assign his interest in the receivables of these loans to the Subsidiary in exchange for 322,581 Series B Preferred Units of the Subsidiary, representing, on a fully diluted basis, approximately 10% of the Subsidiary if all Follow-on Investments are completed. Vivione believes that the Transaction is a positive step for the Corporation and its shareholders and expects that the Transaction will permit the Corporation to avoid resorting to insolvency