Offerings with Coventry Enterprises also to include five-year warrants
By Devika Patel
Knoxville, Tenn., March 3 – RX Safes, Inc. arranged a $10 million equity purchase agreement and $100,000 sale of 8% convertible promissory notes with Coventry Enterprises, LLC on Feb. 25, according to an 8-K filed Tuesday with the Securities and Exchange Commission.
At the company’s option, the investor will buy common shares in tranches at a purchase price equal to 82% of the lowest closing bid price for the 20 trading days preceding the put notice date.
The two convertibles are due on Feb. 25, 2016.
The first $50,000 note converts to common stock at a price equal to 65% of the lowest trading price of the stock for the 20 preceding trading days, including the conversion date. It also, under certain circumstances, converts to stock at 55% of the lowest trading price of the stock for the 20 preceding trading days, including the conversion date. It may be prepaid at 125.
The second $50,000 note has the same conversion prices of the first note, but it may not be prepaid.
Coventry also received a warrant for 150,000 common shares, exercisable at $0.50 for five years. The strike price is a 108.33% premium to the Feb. 24 closing share price of $0.24.
The company paid $2,500 of legal fees on the first note.
The Henderson, Nev., company designs, develops, engineers and markets fingerprint medical security storage solutions.
| Issuer: | RX Safes, Inc.
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| Issue: | Equity purchase agreement, convertible promissory notes
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| Amount: | $10.1 million
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| Warrants: | For 150,000 shares
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| Warrant expiration: | Five years
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| Warrant strike price: | $0.50
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| Investor: | Coventry Enterprises, LLC
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| Pricing date: | Feb. 25
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| Stock symbol: | OTCBB: RXSF
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| Stock price: | $0.24 at close Feb. 24
|
| Market capitalization: | $6.39 million
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|
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| Equity purchase agreement
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| Amount: | $10 million
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| Price: | 82% of the lowest closing bid price for the 20 trading days preceding the put notice date
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|
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| Convertibles
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| Maturity: | Feb. 25, 2016
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| Coupon: | 8%
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| Conversion price: | 55% or 65% of the lowest trading price of the stock for the 20 preceding trading days, including the conversion date
|
|
|
| Note 1
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| Amount: | $50,000
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| Price: | $47,500
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| Call option: | At 125
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| Fees: | $2,500
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|
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| Note 2
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| Amount: | $50,000
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