Deal sells securities with warrants for 5 million shares to Clairemont
By Devika Patel
Knoxville, Tenn., Sept. 8 – Major League Football Inc. arranged a $15 million private placement of 7% series A convertible preferred stock and common stock with Clairemont Private Investment Group, LLC on Sept. 8, according to an 8-K filed Tuesday with the Securities and Exchange Commission.
The company will sell 5 million preferreds at $1.00 per preferred and a number of common shares equal to $10 million at a price equal to the volume-weighted average price of the stock during the 20 consecutive trading days beginning on the last trading date preceding settlement.
Each preferred will be convertible into common shares at a conversion price equal to 75% of the 15-day volume-weighted average price of the common stock.
Clairemont also will receive warrants for 5 million common shares. The warrants are each exercisable at 125% of the conversion price.
Settlement of the preferreds and warrants is expected Sept. 30. The common stock is expected to settle on Jan. 31, 2016.
Proceeds will be used for working capital purposes.
The professional spring football league is based in Lakewood Ranch, Fla.
| Issuer: | Major League Football Inc.
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| Issue: | Series A convertible preferred stock, common stock
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| Amount: | $15 million
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| Investor: | Clairemont Private Investment Group, LLC
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| Pricing date: | Sept. 8
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| Pricing date: | Sept. 30 (for $5 million), Jan. 31, 2016 (for $10 million)
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| Stock symbol: | OTCBB: MLFB
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| Stock price: | $0.25 at close Sept. 4
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| Market capitalization: | $15.77 million
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| Preferreds
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| Amount: | $5 million
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| Shares: | 5 million
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| Price: | $1.00
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| Dividends: | 10%
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| Conversion price: | 75% of the 15-day volume-weighted average price of the common stock
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| Warrants: | For 5 million shares
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| Warrant strike price: | 125% of conversion price
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| Pricing date: | Sept. 30
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| Common stock
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| Amount: | $10 million
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| Price: | The volume-weighted average price of the stock during the 20 consecutive trading days beginning on the last trading date preceding settlement
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| Warrants: | No
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| Pricing date: | Jan. 31, 2016
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