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Notwithstanding the foregoing, the Company has the option to pay the Conversion Amount in money in lieu of delivering shares of its frequent inventory. As used, “Conversion Price” means a price per share equal to 70% of the common of the three lowest closing bid prices of the Company’s common stock within the twenty trading days instantly previous the relevant conversion. At the closing, the Company issued a convertible promissory observe within the principal amount of $175,000 to the identical investor in trade for money proceeds of $149,881 and $25,000 of expenses paid on behalf of the Company, which the Company immediately recorded as its personal expense. The note had the identical phrases because the notes described above, except that unless earlier transformed or repaid, the principal quantity of the note was due and payable on May 19, 2017. Vapor Hub International Inc. was integrated in the State of Nevada on July 15, 2010 underneath the name DogInn, Inc. Pursuant to the terms of Exchange Agreement, we agreed to acquire all 30,000 of the issued and excellent shares of Vapor’s frequent inventory, as well as all 30,000 of the issued and excellent shares of Delite’s common inventory in change for the issuance by us of 38,000,001 shares of our frequent inventory to the shareholders of both firms. For the assumptions used in the valuation, please see Note three to our Consolidated Financial Statements. The Company evaluated the Note Settlement Agreement underneath ASC “Extinguishments of Debt” (“ASC 470”). ASC 470 requires modifications to debt instruments to be evaluated to assess whether the modifications are thought CBD Tincture of “substantial modifications”. For extinguished debt, a distinction between the re-acquisition worth and the online carrying quantity of the extinguished debt shall be acknowledged currently in revenue of the period of extinguishment as losses or features. The outstanding choices (each of which had been granted on June 30, 2015) every have an train price of $zero.0419 per share of Common Stock. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates as variables within the Black-Scholes possibility pricing mannequin.
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The Second Exchange Note provides that the Company could not issue shares to Iliad beneath the Second Exchange Note if the issuance of such shares would trigger Iliad to beneficially own greater than 9.99% of the Company’s excellent frequent inventory. We have audited the accompanying consolidated balance sheets of Vapor Hub International, Inc. (the “Company”) as of June 30, 2015, and the associated consolidated statements of operations, stockholders’ deficit, and cash flows for the 12 months ended June 30, 2015. Our accountability is to precise an opinion on these consolidated financial statements primarily based on our audits. On March 14, 2014, the Company closed the first of three tranches of a financing transaction pursuant to the terms of the Exchange Agreement. At the closing, the Company issued a convertible promissory observe within the principal amount of $185,000 to Gotama Capital S.A. The notice bore interest at a price of 8% each year, with interest being payable on May 15thof each year that the observe remained outstanding. Unless earlier converted or repaid, the principal quantity of the observe was due and payable on March 14, 2017. Depending upon the variety of inventory choices granted, any fluctuations in these calculations could have a material effect on the results presented within the Company’s consolidated statements of operations. In addition, any differences between estimated forfeitures and precise forfeitures may also have a cloth impact on the Company’s monetary statements. For the years ended June 30, 2016 and 2015, the Company had $0 and $10,850, respectively, of stock based mostly compensation regarding employees.
About Vapor Hub International Inc
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The Company noted the change in phrases per the Note Settlement Agreement, met the standards for substantial modification under ASC 470, and accordingly treated the modification as extinguishment of the original November Note and June Note, changed by the brand new convertible note under the modified phrases. The Company recorded a loss on extinguishment of debt of $427,848 (which includes the unamortized debt low cost of $fifty two,759 noted above) during the year ended June 30, 2016, together with true-up shares of 3,432,068 accrued within the amount of roughly $36,000 in the accompanying balance sheet (See Note 14).
- On March 14, 2014, the Company closed the first of three tranches of a financing transaction pursuant to the terms of the Exchange Agreement.
- The notice bore curiosity at a price of 8% every year, with interest being payable on May 15thof every year that the notice remained outstanding.
- At the closing, the Company issued a convertible promissory observe in the principal amount of $200,000 to the same investor in change for cash proceeds of $200,000.
- At the closing, the Company issued a convertible promissory note within the principal quantity of $185,000 to Gotama Capital S.A.
- On April 10, 2014, the Company closed the second tranche of the financing contemplated pursuant to the phrases of the Exchange Agreement.
- Unless earlier transformed or repaid, the principal amount of the notice was due and payable on March 14, 2017.
After the cost of approximately $fifty one,000 of charges and cash expenses to TCA in reference to the loan transaction, the Company obtained internet proceeds of roughly $593,000. On February 2, 2015, the Company adopted its 2015 Omnibus Incentive Plan (the “2015 Plan”). On March 14, 2014, we completed the acquisition of Vapor and issued the entire 38,000,001 shares to the shareholders of Vapor, who have been additionally the shareholders of Delite. As a results of the closing of the transactions contemplated by the Exchange Agreement, Vapor and Delite turned our wholly owned subsidiaries. In connection with the acquisition of Vapor, we modified our company name from Doginn, Inc. to Vapor Hub International Inc. and our inventory image modified from “DOGI” to “VHUB.” On May 18, 2015, Vapor and Delite had been merged with and into the corporate, ending the separate existences of Vapor and Delite. Prior to our acquisition of Vapor, we existed as a “shell company” with nominal belongings whose sole business was to establish, consider and investigate varied firms to acquire or with which to merge. The Second Exchange Note provides that, till the Second Exchange Note has been paid in full, Iliad could convert all or part of the outstanding note stability (the “Conversion Amount”) into shares of widespread stock of the Company on the Conversion Price (as outlined below). There may be no assurance that we will compete successfully towards any of the aforementioned competitors and our lack of ability to successfully compete towards these or any of our opponents may have a fabric antagonistic impact our business, results of operations and financial condition. Mr. Moreno was granted an option to purchase 60,000 shares of our common inventory at an train value per share of $zero.0419 on June 30, 2015 which choice was fully vested upon grant. The worth of the option award in the above desk represents the grant date truthful worth computed in accordance with FASB ASC Topic 718. The 2015 Plan supplies for the grant of stock options (each incentive inventory options and non-qualified inventory choices), restricted inventory, restricted inventory models, inventory appreciation rights, efficiency-based awards, dividend equivalents, inventory payments and deferred stock items to eligible individuals. Eligible individuals Cannabinoid include officers, employees, non-worker administrators and sure consultants and advisers. The aggregate variety of shares of the Company’s frequent stock licensed for issuance beneath the 2015 Plan is 20,four hundred,000, topic to adjustment as described in the 2015 Plan.
Vapor Hub International
In explicit, this focus of possession of our frequent stock might have the impact of delaying or preventing a change of control of our company or otherwise discouraging or stopping a possible CBD Pain Cream acquirer from making an attempt to acquire management of our company. It might additionally forestall our stockholders from realizing a premium over the market costs for their shares of our widespread inventory. We can't predict if traders will find our common stock less attractive because we may rely on these exemptions. If some buyers find our frequent stock less enticing consequently, there could also be a much less energetic buying and selling market for our frequent stock and our stock price may be more unstable. We will remain an “rising development Hemp Oil firm” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we concern more than $1 billion in non-convertible debt in a three year interval, or if the market worth of our common inventory that's held by non-associates exceeds $seven-hundred million as of any June 30. We compete primarily on the premise of product high quality, model recognition, model loyalty, service, advertising, advertising and worth. As a result of the conversion, the three notes issued to Gotama Capital are now not outstanding. Of the proceeds received on the preliminary closing, roughly $106,000 was used to pay in full all indebtedness outstanding beneath the Company’s Business Loan and Security Agreement with B of I Federal Bank (the “Bank”), entered into on November 3, 2015. Upon repayment of the Company’s indebtedness underneath the Business Loan and Security Agreement, the Bank launched its liens on the Company’s assets. We have audited the accompanying consolidated stability sheet of Vapor Hub International, Inc. (the “Company”) as of June 30, 2016, and the related consolidated statements of operations, adjustments in stockholders’ deficit, and cash flows for the yr ended June 30, 2016. These consolidated monetary statements are the duty of the Company’s administration. Our responsibility is to precise an opinion on these consolidated financial statements based mostly on our audit. Our officers, directors and principal stockholders (higher Fast Relief CBD Cream than 5% stockholders) collectively own roughly 42.three% of our issued and excellent frequent stock. As a result of such ownership, these stockholders will be capable of affect the outcome of, or exert vital influence over, all matters requiring stockholder approval, including the election and removing of directors and any change in management. On April 10, 2014, the Company closed the second tranche of the financing contemplated pursuant to the terms of the Exchange Agreement. At the closing, the Company issued a convertible promissory notice within the principal amount of $200,000 to the same investor in trade for money proceeds of $200,000. The note had the same Full Spectrum CBD Tincture phrases because the note described above, besides that except earlier converted or repaid, the principal amount of the note was due and payable on April 10, 2017. On May 19, 2014, the Company closed the third tranche of the financing contemplated pursuant to the terms of the Exchange Agreement.