Go Green Global Technologies Corp S-1/A, filed Jan 14, 2025
Go Green Global Technologies Corp. (GOGR)
As filed with the U.S. Securities and Exchange Commission on January 14, 2025
Registration No. 333-276881
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
(
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Direct Transfer LLC
One Glenwood Avenue, Suite 1001
Raleigh, NC 27603
(919) 744-2722
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ross D. Carmel, Esq.
Shane Wu, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
Telephone: (212) 930-9700
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided to Section 7(a)(2)(B) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated January 14, 2025
PRELIMINARY PROSPECTUS
Go Green Global Technologies Corp.
Up to 13,171,136 Shares of Common Stock
Up to 22,600,000 Shares of Common Stock Issuable Upon Exercise of Warrants
This prospectus relates to up to 13,171,136 shares of common stock of Go Green Global Technologies Corp., par value $0.001 per share (“Common Stock”), that the selling security holders identified in this prospectus (the “Selling Shareholders,” and each, “Selling Shareholder”) may sell from time to time in one or more transactions in amounts, at prices and on terms that will be determined at the time of the offering. The shares of Common Stock being offered for resale pursuant to this prospectus include up to (i) 3,076,923 shares of Common Stock (collectively, the “Outstanding AJB Shares”) issued to one Selling Shareholder, AJB Capital Investments LLC (“AJB Capital”), in our February 2022 bridge financing round (“2022 Bridge Financing”); (ii) 750,000 shares of Common Stock issued to AJB Capital pursuant to amended terms of pre-funded warrants issued to AJB Capital in our May 2023 bridge financing round (the “2023 Bridge Financing”); (iii) 500,000 shares of Common Stock issued to AJB Capital as a commitment fee in our August 2024 bridge financing round (the August 2024 AJB Financing”); (iv) 1,500,000 shares of Common Stock issued to AJB Capital as a commitment fee as consideration for extending the maturity date of the note issued in the 2023 Bridge Financing; 7,344,213 shares of Common Stock held by certain Selling Shareholders (such shares, collectively and together with the Outstanding AJB Capital Shares, the “Outstanding Shares”); (v) 2,500,000 shares of Common Stock issuable upon exercise of our warrants to purchase Common Stock, such warrants issued to AJB Capital in the 2022 Bridge Financing and which are exercisable for five years from issuance, at an exercise price of $0.01 per share (the “2022 Warrants”); (vi) 9,600,000 shares of Common Stock, in the aggregate, issuable upon the exercise of warrants issued to certain Selling Shareholders in 2022 and 2023 as compensation for their services and which are exercisable for five years from issuance, at various exercise prices (collectively, “Additional Warrants”); (vii) 9,000,000 shares of Common Stock issuable upon the exercise of our pre-funded warrants to purchase Common Stock, such pre-funded warrants issued to AJB Capital in the 2023 Bridge Financing, round which are exercisable at an exercise price of $0.001 per share (collectively, the “2023 Warrants”); and (viii) 1,500,000 shares of Common Stock issuable upon exercise of pre-funded warrants granted to AJB Capital as consideration for extending the maturity date of the note issued in the 2023 Bridge Financing (the “2024 Warrants,” and, together with the 2023 Warrants, the 2022 Warrants and the Additional Warrants, the “Warrants,” and all of the Common Stock underlying the Warrants, collectively, the “Warrant Shares”). We issued all of the aforesaid Common Stock and Warrants to the Selling Shareholders in transactions which were not public securities offerings. See the section entitled “Selling Shareholders” herein.
Our registration of the Outstanding Shares and Warrant Shares (collectively, the “Shares”) does not mean that any or all of the Selling Shareholders will offer or sell any of their respective Shares. The Selling Shareholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTCQB at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” for more details. We will not receive any of the proceeds from such sales of the Shares, except with respect to amounts received by us upon exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all of the commissions and discounts, if any, attributable to its sale of their respective Shares. Each Selling Shareholder may be considered an “underwriter” within the meaning of the Securities Act.
This prospectus describes the general manner in which the Shares may be offered and sold by the Selling Shareholders. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. Any such prospectus supplement may also add, update or change information in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement carefully before you invest. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.
As of the date of this prospectus, management holds approximately 40.37% of the voting power of the Company on a non-diluted basis. Additionally, our Chief Executive Officer, President, and Director, Danny G. Bishop, holds all of the shares of our Series B Preferred Stock, which entitle their holder to 20 votes per share. Mr. Bishop’s ownership of capital stock in the Company results in his ownership of approximately 38.11% of the voting power of the Company on a non-diluted basis. See “Risk Factors” for a discussion of the risks associated with (i) the significant voting power of our Series B Preferred Stock; and (ii) future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with our incentive plans, acquisitions or otherwise.
Our Common Stock is quoted on the OTCQB under the symbol “GOGR.” The closing price of our Common Stock on January 13, 2025, as reported by the OTC Markets Group Inc. (the “OTC Markets Group”), was $0.07 per share.
Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.
Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.
Table of Contents
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ABOUT THIS PROSPECTUS
This prospectus describes the general manner in which the Selling Shareholders may offer, from time to time, up to 35,771,136 Shares held by the Selling Shareholders as described in the cover page of this prospectus. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document.
If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in this prospectus or any prospectus supplement, the statement in that document having the later date modifies or supersedes the earlier statement.
Neither the delivery of this prospectus nor any distribution of Common Stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
Unless the context indicates otherwise, the terms “Go Green,” “Company,” “we,” “us” and “our” in this prospectus refer to Go Green Global Technologies Corp., a Nevada corporation.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our Common Shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.
Introduction
We are a technology and manufacturing company based in Danbury, Connecticut. We own the patented Sonical™ technology (U S. Patent Number 11,634,344 B2), which is designed to render impurities inert in fluids, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology is intended to be installed into existing water supply and fuel consumption systems. The Sonical™ apparatus is designed such that, after installation into an existing water or fuel treatment system, fluid can pass through the electromagnetic field created within the apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.
We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.
Currently, we are in a pre-revenue stage of development. As of the date of this prospectus, we have not launched any of the products discussed herein. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We expect to begin launching certain products approximately between the first fiscal quarter of 2025 and second fiscal quarter of 2025, assuming these products are successfully manufactured and commercialized and depending on the progress of our research and development for these products. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.
The report from our independent registered public accounting firm for the year ended December 31, 2023 includes an explanatory paragraph stating that we have suffered recurring losses from operations and have a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. We have incurred net losses of $1,421,272 for the nine months ended September 30, 2024 and $3,454,183 for the year ended December 31, 2023 and our net capital deficiency was $2,124,611 as of September 30, 2024 and $1,803,754 as of December 31, 2023.
Our Technology and Anticipated Products
The Sonical™ apparatus is the technology supporting and incorporated into all of our water and fuel treatment products. This is a patented technology utilizing pulsed power, which features unique coil design configurations that can create and conduct an electromagnetic field within the Sonical™ apparatus. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders impurities in the fluid inert.
We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling bacterial growth. The Sonical™ products are customizable and easy to install and following installation require little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a less costly and more environmentally sound alternative to conventional methods.
Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.
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We intend to have our Sonical™ fuel products tested extensively in private laboratories to evaluate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to evaluate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.
Business Plans
We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. Below are the business lines we expect to launch between the first fiscal quarter of 2025 and second fiscal quarter of 2025 if and when our manufacturing and marketing goals are achieved, and also depending on the progress of our research and development for these products. Currently, we have prototypes for certain categories of these products and are finalizing their testing and techniques for manufacturing.
| Fuel Treatment | Water Treatment & Descaling | |
| Commercial Boilers | HVAC Cooling Towers | |
| Residential Boilers | Commercial Descaling | |
| Diesel Generators | Residential Water | |
| Automotive/Trucking | Municipal Water | |
| Locomotive (Heavy Rail) | ||
| Maritime Vessels |
Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to increased fuel costs on a global level and increased levels of interest to decrease carbon dioxide emissions.
Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems. We anticipate that the water treatment and descaling product lines will experience slower but more long-term growth compared to the fuel treatment product lines.
We anticipate launching our boiler products and diesel generator products first, anytime between the first fiscal quarter of 2025 and second fiscal quarter of 2025, using our existing distributor networks to target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada. As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small and medium duty trucks, locomotive engines, and maritime vessels markets.
After a year of commercializing and manufacturing these products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base. Within a year from the start of production, we anticipate being able to scale up our product output and generating more demand for our products.
In the long term, we plan to target the maritime industry and the locomotive industry. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.
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Industry Overview
We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.
We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.
Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.
Market and Growth
We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.
According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.[2] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.
As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.[3] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,[4] which thereby increases fuel consumption and costs. We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.
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[1] For a list of public data sources which we consulted in arriving at these addressable market sizes, see footnote 1 in “Business – Industry Overview” below.
[2] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Outlook, Table WFO1, March 2023.
[3] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023. https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor.
[4] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699
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To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.
In the longer term, we plan to target two other major markets, the maritime industry, and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.
The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer significant revenue potential.
Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.
Competition
With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.[5] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.
With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer has driven for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.
[5] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.
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Intellectual Property
As of the date of this prospectus, we own the following patents:
Patent Number |
Place
of registration |
Title | Owner | Filing date | Publication date |
| US 11,634,344 B2 | United States | Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[6] | September 10, 2021 | April 25, 2023 |
| PCT/US2022/043068 | International[7]; the Company submitted applications during the national entry phase to Mexico on March 8, 2024 (Application no. MX/a/2024/003051) and Canada on March 11, 2024 (Application no. 3231504). |
Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[8] | September 9, 2022 | March 16, 2023 |
As of the date of this prospectus, we have the following trademark applications pending:
| Trademark | Place
of registration |
Application Number |
Owner | Class | Filing date |
| SONICAL[9] | Canada | 209183 | Go Green Global Technologies Corp. | 009 | March 26, 2021 |
|
SONICAL[10] |
United States | 90631615 | Go Green Global Technologies Corp.[11] | 009 | April 8, 2021 |
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Recent Developments
On November 1, 2024, we hired Michael Tavolacci as our Director of Commercial Strategy pursuant to the Employment Agreement with Mr. Tavolacci (the “Tavolacci Employment Agreement”), filed herein as Exhibit 10.11. The Director of Commercial Strategy position is not an executive officer position. This is a full-time position and the term of Mr. Tavolacci’s employment is three years. As Director of Commercial Strategy, Mr. Tavolacci’s principal duties will include, amongst others, leading the successful launch and commercialization of new products, managing the Company’s sales force, and developing and implementing the Company’s marketing strategies. As compensation for his services as Director of Commercial Strategy, we will compensate Mr. Tavolacci on a revenue share basis, specifically certain percentage amounts of the Company’s wholesale and retail sales. Additionally, upon the Company’s earning of gross sales, Mr. Tavolacci will receive bonus payments of Common Stock as follows: (i) upon the Company’s earning of $1 million in gross sales, 250,000 shares of Common Stock; (ii) upon the Company’s earning of $3 million in gross sales, 500,000 shares of Common Stock; and (iii) upon the Company’s earning of $5 million in gross sales, 1 million shares of Common Stock. Mr. Tavolacci will receive an initial stock grant of up to 2,375,000 shares of Common Stock vesting over the course of three years, as set forth in more detail in the Tavolacci Employment Agreement.
On August 1, 2024, the Company entered into a Lease Agreement, (“the Lease Agreement”), filed herein as Exhibit 10.12, for the rental of approximately 2,000 square feet of office, warehouse, and light-industrial space at 22 Kenosia Avenue, Unit 9, Danbury, CT 06810. The lease term is for five years, as set forth in more detail in the Lease Agreement.
On July 22, 2024, the Company’s Common Stock started trading on the OTCQB.
On July 3, 2024, the Company entered into a Distribution Agreement (“Distribution Agreement”) with CALCLEAR Investments PTY Limited, (“CALCLEAR”) an Australian corporation selling water conditioning products. The term of the Distribution Agreement will last until July 3, 2027, after which the Distribution Agreement will be automatically renewed for an additional three (3)-year term if the Company sells the minimum amount of three thousand of CALCLEAR’s water treatment products specified in the Distribution Agreement. Pursuant to the Distribution Agreement, the Company will serve as the exclusive North American distributor of certain CALCLEAR water treatment products developed using CALCLEAR’s patented technology and related products manufactured or marketed by CALCLEAR during the term of the Distribution Agreement. Certain individuals identified in “Item 15 – Recent Sales of Unregistered Securities” will receive Common Stock as consideration for CALCLEAR ’s entry into the Distribution Agreement. CALCLEAR will also receive value in the form of royalty payments as consideration pursuant to the Distribution Agreement. The Distribution Agreement is filed as Exhibit 10.7. The Company launched sales of CALCLEAR’s products as a distributor in the third fiscal quarter of 2024.
On June 3, 2024, we filed the Certificate of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $2,000,000 or more; and (ii) the holders of Series A Preferred Stock have liquidation rights senior to holders of Common Stock.
On May 29, 2024, we filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order.
On May 6, 2024, we filed the Certificate of Amendment to the Articles of Incorporation, which increased our authorized capital stock to 525,000,000 and our authorized Common Stock to 500,000,000. The Certificate of Amendment to the Articles of Incorporation is filed as Exhibit 3.11.
[6] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us pursuant to the APA (as defined below). We were the applicant for this patent.
[7] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries, which list of countries can be accessed here: https://www.wipo.int/pct/en/pct_contracting_states.html.
[8] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.
[9] Goods associated with trademark as claimed in this application: Fluid treatment apparatus for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields.
[10] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.
[11] This trademark application (the “Pending U.S. Trademark”) has been suspended by the USPTO. The Canadian trademark for application number 2095183 (the “Pending Canadian Trademark”) was filed prior to the Pending U.S. Trademark. Pursuant to the Paris Convention for the Protection of Industrial Property, subsequent applications can be filed within six months of the Pending Canadian Trademark application and claim the benefit of the Canadian filing date. In order for the priority date of the Pending Canadian Trademark to apply for the Pending U.S. Trademark, the Pending Canadian Trademark must first be registered. Since the Pending Canadian Trademark is still under review, the suspension on the Pending U.S. Trademark will continue until the Pending Canadian Trademark is registered.
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On February 16, 2023, we entered into that certain First Amended and Restated Asset Purchase Agreement with Salvatore Mario Pandolfo (“Pandolfo,” and the aforesaid agreement, the “2023 APA Amendment”), which amended and restated that certain Asset Purchase Agreement between the Company and Pandolfo dated May 2017 (the “APA”) to reflect (i) Pandolfo’s finalization of sale to us of all of the assets of the water and fuel treatment business of his entity, Sonical s.r.l., an Italian company (the “Purchased Assets”), which Purchased Assets includes, among other things, the intellectual property rights supporting the Sonical™ technology, (ii) Pandolfo’s transfer of all of the intellectual property associated with the Purchased Assets, and (iii) Pandolfo’s delivery of certain Sonical™ testing units to us. A copy of the 2023 APA Amendment is filed as Exhibit 10.3 to this registration statement. The APA is filed as Exhibit 10.1 to this registration statement. The Amendment to the Asset Purchase Agreement dated June 2019 (the “2019 APA Amendment”) is filed as Exhibit 10.2 to this registration statement, which, among other things, amended certain terms in the APA regarding our consideration for the Purchased Assets. The 2023 APA Amendment superseded the terms of the 2019 APA Amendment and the Asset Purchase Agreement in their entirety.
On April 25, 2023, the USPTO issued Patent Number 11,634,344 to us for our proprietary Sonical™ technology.
On September 9, 2022, we submitted a Patent Cooperation Treaty application for international patent registration for our Sonical™ technology. The application was published on March 16, 2023.
Corporate History
We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are currently in good standing with the State of Nevada.
We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).
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Summary of Risk Factors
Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under the section titled “Risk Factors” in this prospectus. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties described under the section titled “Risk Factors” as part of your evaluation of an investment in our securities:
| · | Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably. | |
| · | We cannot assure that we will launch any or all of our products. | |
| · | Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that our products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad. | |
| · | We operate in an industry that is still relatively new and subject to many uncertainties. | |
| · | Our products incorporate pulsed power technology, which applications have yet to be widely accepted. | |
| · | We cannot assure that there will be positive consumer reception or adequate consumer demand for our products. | |
| · | We may fail to maintain a competitive position within our market sector. | |
| · | Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business. | |
| · | Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results. | |
| · | We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business. | |
| · | Damage to our reputation could negatively impact our business, financial condition, and results of operations. | |
| · | Our performance may be negatively impacted by general and regional economic volatility or an economic downturn. | |
| · | Unforeseen or unavoidable events or market conditions may negatively impact our financial performance. Our business may be affected by new or changing government regulations particularly by the Environmental Protection Agency (EPA) and other state and federal bodies. | |
| · | Our ability to protect our intellectual property and proprietary technology is uncertain. | |
| · | Patent terms are limited, and we may not be able to effectively protect our devices and business. | |
| · | Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices. | |
| · | We may not be able to protect our intellectual property rights throughout the world. | |
| · | Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets. | |
| · | Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad. | |
| · | Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements. |
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| · | Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations. | |
| · | We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture and commercialization of one or more of our products. | |
| · | Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities. | |
| · | If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. | |
| · | This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTCQB will decrease. | |
| · | Our Common Stock is currently thinly traded on the OTCQB and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile. | |
| · | Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTCQB. | |
| · | You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with our incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price. | |
| · | Our Series B Preferred Stock entitles its holders to 20 votes per share and all currently issued and outstanding shares of such stock are held by our Chief Executive officer, President, and Director, Danny G. Bishop, or 38.11% of the Company’s voting power. Minority shareholders will have no say in the Company’s policies or corporate matters and future issuances of Series B Preferred Stock will dilute their voting power and may lower the perceived value of our Common Stock. | |
| · | We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. | |
| · | We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it. | |
| · | If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline. | |
| · | We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors. | |
| · | We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors. | |
| · | Provisions in our Articles of Incorporation (“Articles of Incorporation”) and Bylaws (“Bylaws”) could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders. |
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RISK FACTORS
Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Stock could decline, and investors in our securities may lose all or part of their investment.
Risks Related to Our Business and Operations
Our business is currently in a pre-revenue stage of development and there is no assurance that we will ever operate profitably.
To date, we have not generated any revenue from our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We plan to launch our products approximately between the first fiscal quarter of 2025 and second fiscal quarter of 2025, but we cannot assure that our products will indeed launch as planned, within the expected timeframe, or even after they launch will generate revenue. Many factors could affect our profitability, including but not limited to costs of production, consumer reception to our products, unpredictable market conditions, amongst others, as well as unforeseen events. There is a possibility that we may never generate revenue or generate adequate revenue to operate profitably or continue as a going concern.
Additionally, we currently have a contractual obligation with Dr. Pandolfo, the inventor of the Sonical™ devices, which requires us to remit payment to Dr. Pandolfo if sales of our products reach a certain threshold. If Dr. Pandolfo does not waive this payment and we do not generate enough revenue to compensate for payment made to Dr. Pandolfo, there is a risk that this would disrupt our ability to continue as a going concern or negatively impact our financial performance.
We cannot assure that we will launch any or all of our products.
Although we plan to launch many of our products after intensifying their manufacture and successfully marketing them, we cannot provide assurance that we will launch our products within the estimated time frames, will launch the products set forth in this prospectus, or launch any products at all. Additionally, certain products, such as our planned residential water treatment devices, are contingent on us scaling up our product output and generating more demand for them, and there is no assurance that these events may take place. The water and fuel treatment products featuring our Sonical™ technology are our core revenue source and if we do not launch any or all of them or manufacture and sell them at adequate levels, we will be at significant risk of failing to operate profitably and continue as a going concern.
Certain models of our products will be launched prior to the completion of laboratory testing regarding their efficacy, efficiency, and safety and before we obtain product certifications for them, which means there are risks that our products could be subject to product liability claims. We have not independently consulted any legal counsel regarding our regulatory requirements concerning the launch and offering of our products in the United States and abroad.
We do not know of any legal requirements for the products in our anticipated fuel and water treatment lines to undergo laboratory testing or certification prior to launch, and we have not consulted regulatory counsel in this regard. Sichenzia Ross Ference Carmel LLP is acting only as our securities law counsel with respect to the registration of the Shares pursuant to this prospectus and not as our regulatory counsel in any capacity, especially with respect to our legal compliance obligations as to our products.
For the majority of our products, we plan to obtain UL Solutions (“UL”) and European Conformity (“CE”) certifications for our products and complete laboratory testing following their launch. Within our manufacturing facility in Danbury, Connecticut, we have a full setup for quality control of our products prior to launch, but this setup addresses product functioning, not their efficacy, efficiency, and safety, especially compared to other products on the market. Even after obtaining results from laboratory tests and certifications, including UL and CE certifications, we can offer no assurance that our products will be free from third party product liability claims. If these third parties bring product liability claims against us, we will have to divert additional resources to address them. This may result in financial and reputational harm to our business, especially if we do not prevail against such claims.
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Our financial projections may differ materially from actual results.
The financial projections included in this prospectus are based on our estimates and assumptions as of the date of this prospectus concerning various factors which are subject to significant risks and uncertainties, many of which are beyond our control. Therefore, our actual results may differ materially from financial projections.
These estimates and assumptions are subject to various factors beyond our control, including, for example, changes in customer demand, increased costs and price stability in our supply chain, increased labor costs, changes in the regulatory environment, the impact of global health crises (including the COVID-19 pandemic and COVID-19 variants) and changes in our executive team. Accordingly, our future financial condition and results of operations may differ materially from our projections. We do not have any duty to update the financial projections included in this prospectus. Our failure to achieve our projected results could harm the trading price of the Common Stock and our financial position.
We operate in an industry that is still relatively new and subject to many uncertainties.
Our business operates in the “clean-tech” or “green-tech” manufacturing space, which is a relatively new, emerging sector. As such, this sector faces many uncertainties, including, amongst others, technological and financial ones. New technologies may emerge in this field with unexpected costs required to further develop and/or implement them. New market participants may also emerge in this sector which we cannot anticipate. While this sector is forecasted to grow, there is no guarantee that it will, at a level that will benefit our business, or even if it grows, we cannot assure that our business will operate profitably in spite of favorable market conditions in this industry.
Our products incorporate pulsed power technology, which applications have yet to be widely accepted.
The Sonical™ apparatus we incorporate into all of our fuel and water treatment products operates on pulsed power technology, in which the energy stored within a generated electromagnetic field is released over a short period of time to render inert unwanted elements in fluids. We cannot be certain as to the pace of development of and/or improvements in pulsed power technology applications over time, especially for fuel and water treatment. Increased scientific development of this technology and applications for fuel and water treatment may contribute to an increased number of market participants offering efficient products within the clean-tech manufacturing sector. This may limit our competitive position and adversely affect our financial performance. Unanticipated issues or consequences of applying pulsed power technology could also arise over time which could have an adverse impact on our product development and financial performance.
We cannot assure that there will be positive consumer reception or adequate consumer demand for our products.
While we believe in our fuel and water treatment products’ ability to provide more cost-efficient and environmentally friendly solutions than the ones currently available on the market, we cannot guarantee that these are the ultimate impacts our products will have. Consumers of our products may not receive our products favorably or favorably enough for us to generate profit. If our products are not found to generate the results we believe they can provide, or if they do not our business may suffer reputational and/or monetary harm.
We may fail to maintain a competitive position within our market sector.
The profitability of our business, like others, is subject to general economic conditions, competition, the desirability of particular products, the relationship between supply of and demand for particular technological devices, and other factors. While we operate in a market with few competitors, there are some companies that offer a similar product to ours in one arena of our addressable market which may be further along in operations and better funded than we are. Furthermore, there may be additional competitors outside of our knowledge, who may have a stronger competitive position in the market than we anticipated. Our continued success will depend, in large part, upon our ability to compete in areas such as cost, quality, and effectiveness of the treatments offered. Our operational and growth prospects also depend on the strength and desirability of our product and our ability to address the market for our products favorably. Our commercial opportunities may be reduced or eliminated if a competitor emerges and develops and markets products that are less expensive, more effective than our products, or gains greater consumer reception than our products do. There is no assurance that we can maintain a robust competitive position in our market sector, and if we fail to do so, we may fail to operate profitably, and our financial performance may be negatively impacted.
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Increases in manufacturing and/or distribution costs and disruptions in our distribution networks or supplies could materially and adversely impact our business.
We may experience increases in manufacturing and distribution costs or an interruption in our distribution networks or supplies for the manufacturing of our products. Any such an increase or interruption could materially and negatively impact our business, prospects, financial condition and operating results by affecting our product output and subsequently sales. Especially, reliable distributor networks are crucial to our product output and disruptions therein will negatively impact our business operations and financial performance. Various market conditions such as inflationary pressures could also increase the costs in manufacturing and/or distribution costs associated with our products and could adversely affect our business and operating results. Such price increases will also increase our operating costs and could reduce our margins (assuming we generate any) if we cannot recoup the increased costs through increased prices for our product lines.
Our costs of operations may exceed estimates due to various factors, including but not limited to those outside of our control, such as labor shortages or external price increases, and we may be unable to pass these increased costs to our customers, which would negatively impact our financial results.
We depend on our employees and operations teams to assist in manufacturing and distributing our products. We rely on access to a competitive, local labor supply, including skilled and unskilled positions, to operate our business consistently and reliably. Any labor shortage and/or any disruption in our ability to hire workers may negatively impact our operations and financial condition. If we experience a sustained labor shortage, we may need to increase wages to attract workers, which would increase our costs of production. Furthermore, if our operating costs increased, including due to inflationary pressures, we may be unable to pass those increased costs on to our customers. If we are unable to do so, any profit margin we generate in the future (if any) will decline, and our financial results will be negatively impacted.
We are heavily dependent on our executive management, and a loss of a member of our executive management team or our failure to attract and retain other highly qualified personnel in the future, could materially harm our business.
If we lose members of our senior management, we may not be able to find appropriate replacements on a timely basis, and our business could be materially and adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of certain key individuals, including Danny Bishop, our President and Chief Executive Officer (CEO), Corrine Couch, our current Chief Operating Officer (COO) and Director, Dennis Beckert, an independent director, and John Eric D’Alessandro, Jr., a Director on the Board and Director of Manufacturing. If we were to lose any of these senior officers or Directors, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially and adversely affected. Furthermore, we do not have key person life insurance policies on such individuals and must bear sole financial risk of the departure of such management team members.
In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We could also experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we fail to attract new personnel, or fail to retain our current personnel, our business and future growth prospects could be severely harmed.
Damage to our reputation could negatively impact our business, financial condition and results of operations.
Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we continue to develop our business. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be averse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.
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Our performance may be negatively impacted by general and regional economic volatility or an economic downturn.
An overall decline in economic activity could adversely impact our business and financial results, and the severity and/or duration of such declines are hard or impossible to predict. Economic uncertainty may reduce end user spending on water and fuel treatment products. Inadequate demand for our products will result in decreased revenue and worsen our financial performance.
Unforeseen or unavoidable events or market conditions may negatively impact our financial performance.
Our ability to increase sales, and to profitably sell our products, is subject to a number of risks, including changes in our business relationships with various service providers, competitive risks such as the entrance of additional competitors into our markets, pricing and other competitive risks associated with the development and marketing of new products in order to remain competitive and risks associated with changing economic conditions and government regulation. Global health crises or catastrophes may occur in the future which drive down the demand for our products and adversely affect our business operations and financial performance.
We cannot control global events or market factors which affect the demand for our products and the revenue we generate from sales of our products. Therefore, our financial performance may be negatively impacted by events which we may not foresee or adequately prepare for.
Our business may be negatively affected by new or changing government regulations, particularly by the Environmental Protection Agency (EPA) and other state and federal bodies.
Our products incorporate pulsed power technology, using electromagnetic wavelengths to break down organic material found in fuel to increase fuel efficiency and to eliminate compounds in water such as the minerals known to cause scale build-up and the presence of microorganisms such as bacteria. While this technology has been around for a number of years and the various electromagnetic wavelengths used are not necessarily subject to any regulation, any changes in regulations that might impact their use in commercial products may negatively impact our ability to sell our equipment into the market, reduce our earnings, increase our costs and compliance requirements. Our financial performance may be negatively impacted as a result.
Risks Related to Our Intellectual Property
Our ability to protect our intellectual property and proprietary technology is uncertain.
While the patent supporting the Sonical™ has been issued in the U.S. and we have filed an international patent application for this technology under the Patent Cooperation Treaty, the potential for the patent to be rendered unenforceable or to be challenged does exist. Furthermore, the scope of the subject matter in the patent applications for different patent offices of different countries varies and might be restricted by varying amounts in the final patents, if any, issued to us by the various patent offices. We cannot guarantee that the scope of coverage of any patent issued to us will be exactly the same in each of the jurisdictions where we have already filed, or will file, patent applications. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, even if issued, may be challenged, invalidated or circumvented. U.S. patents and patent applications may also be subject to interference or derivation proceedings, and U.S. patents may be subject to inter partes review, post grant review and ex parte reexamination proceedings in the U.S. Patent and Trademark Office (and foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent office), which proceedings could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. Similarly, opposition or invalidity proceedings could result in loss of rights or reduction in the scope of one or more claims of a patent in foreign jurisdictions. Such interference, inter partes review, post grant review and ex parte reexamination and opposition proceedings may be costly. Accordingly, rights under any issued patents may not provide us with sufficient protection against competitive products or processes.
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Moreover, we have a pending trademark application at the USPTO but there is no guarantee that our trademark application will be approved. Even if approved, the scope of protection afforded by the trademark may not be sufficiently broad.
If we are unable to obtain and maintain patent or other intellectual property protection for our product, or if the scope of the patent and other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any products we may develop as well as our financial performance may be adversely affected.
Patent terms are limited, and we may not be able to effectively protect our devices and business.
Patents have a limited lifespan. In the United States, the natural expiration of a utility patent is generally 20 years after its effective filing date and the natural expiration of a design patent is generally 14 years after its issue date, unless the filing date occurred on or after May 13, 2015, in which case the natural expiration of a design patent is generally 15 years after its issue date. Various extensions may be available; however, the life of a patent, and the protection it affords, is limited. Without patent protection for our products and services, we may be open to competition. Further, if we encounter delays in our development efforts, the period of time during which we could market our products and services under patent protection would be reduced and, given the amount of time required for the development, testing and regulatory review of planned or future products, patents protecting such products may expire before or shortly after such products are commercialized. As a result, our intellectual property might not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.
Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we license or own, currently or in the future, are issued as patents, they may not be issued in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents that we own may be challenged, narrowed, circumvented or invalidated by third parties. Consequently, we cannot guarantee that our products or other technologies will be protectable, or will remain protected, by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, and results of operations.
Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our devices.
Our success is heavily dependent on our proprietary Sonical™ technology, the intellectual property rights protecting it, as well as any future intellectual property we own, particularly patents. Obtaining and enforcing patents involves both technological and legal complexity. Therefore, obtaining and enforcing patents is costly, time-consuming and inherently uncertain. In addition, the U.S. has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our devices and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
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Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
We employ individuals who previously worked with other companies. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
Patents covering our products could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United States and/or other countries. We may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our patent rights, allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, we may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a non-United States (non-US) patent office, that challenge our priority of invention or other features of patentability with respect to our patents and patent applications. Such challenges may result in loss of patent rights, in loss of exclusivity, or in patent claims being narrowed, invalidated or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology or products. Such proceedings also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us.
In addition, if we initiate legal proceedings against a third party to enforce a patent covering our products, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including failure to constitute patent eligible subject matter, lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during prosecution. Third parties may also raise claims challenging the validity or enforceability of our patents before administrative bodies in the United States or in other countries, even outside the context of litigation, including through re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings and equivalent proceedings in non-US jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or amendment to our patents in such a way that they no longer cover our products. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we or the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products. Such a loss of patent protection would have a material adverse effect on our business, financial condition, and results of operations.
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Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our patents and applications. The USPTO and various non-U.S. government agencies require compliance with several procedural, documentary, fee payment, and other similar provisions during the patent application process. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in the abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on our business, financial condition and results of operations.
Third parties may attempt to commercialize competitive products or services in countries where we do not have any patents or patent applications and/or where legal recourse may be limited. Some countries also compel patent owners to grant licenses to third parties. These conditions may have a negative commercial impact on our non-U.S. business operations.
Filing, prosecuting, and defending the patents supporting our products in all countries throughout the world would be prohibitively expensive, and the laws of other countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement may not be as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in non-U.S. jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in non-U.S. jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and at risk of not being issued, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate to enforce our patent rights, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license and may adversely impact our financial performance.
Finally, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such a patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition and results of operations may be adversely affected.
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Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be adversely impacted.
In addition to seeking patent protection for our products, we also rely upon unpatented trade secrets, know-how, and continuing technological innovation to develop and maintain a competitive position in the marketplace. We seek to protect such proprietary information, in part, through non-disclosure and other confidentiality agreements with our employees, collaborators, contractors, advisors, consultants and other third parties and invention assignment agreements with our employees. We also have agreements with some of our consultants that require them to assign to us any inventions created as a result of their working with us. The consultant confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of technologies that are developed through a relationship with employees or third parties.
Ultimately, however, we cannot guarantee that we have entered into such agreements with every party that has or may have had access to our trade secrets or proprietary information. Additionally, despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing, or unwilling, to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to, or independently developed by, a competitor or other third party, our competitive position would be materially and adversely harmed.
We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and we may not immediately have adequate remedies for any breach. To the extent that our employees, consultants, contractors, or collaborators use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions, which could have a material adverse effect on our business, financial condition, and results of operations.
We may be subject to claims challenging the ownership or inventorship of our patents and other intellectual property and, if unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms, or at all, or to cease the development, manufacture, and commercialization of one or more of our products.
We may be subject to claims that current or former employees, collaborators, or other third parties have an interest in our patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, inventorship disputes may arise from conflicting obligations of employees, consultants, or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship of our patents, trade secrets, or other intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our products. Third-party claims of intellectual property infringement, misappropriation or other violation against us or our collaborators may prevent or delay the sale and marketing of our products. If we were to lose exclusive ownership of such intellectual property, other owners may be able to license their rights to other third parties, including our competitors. We also may be required to obtain and maintain licenses from third parties, including parties involved in any such disputes. Such licenses may not be available on commercially reasonable terms, or at all, or may be non-exclusive. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of our products. The loss of exclusivity or the narrowing of our patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.
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The cleantech industry we operate in is highly competitive and dynamic. Due to the focused research and development that is taking place by several companies, including us and our competitors, in this field, the intellectual property landscape is in flux, and it may remain uncertain in the future. As such, we could become subject to significant intellectual property-related litigation and proceedings relating to our or third-party intellectual property and proprietary rights.
Our commercial success depends in part on our and any potential future collaborators’ ability to develop, manufacture, market, and sell any products that we may develop and use our proprietary technologies without infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. It is uncertain whether the issuance of any third-party patent would require us or any potential collaborators to alter our development or commercial strategies, obtain licenses or cease certain activities.
Third parties, including our competitors, may currently have patents, or obtain patents in the future, and claim that the manufacture, use, or sale of our products infringes upon these patents. We have not conducted an extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed, or could not be filed or issued. In addition, because patent applications can take many years to issue, and because publication schedules for pending applications vary by jurisdiction, there may be applications currently pending of which we are unaware, and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication of a patent application and issuance of a patent, there may be published patent applications that may ultimately issue with claims that we infringe. As the number of competitors in our market grows and the number of patents issued in this area increases, the possibility of patent infringement claims against us escalates. Moreover, we may face claims from non-practicing entities (“NPEs”), entities which own patents but do not practice the patented invention, have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. Third parties, including NPEs, may in the future claim that our products infringe or violate their patents or other intellectual property rights.
If any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability, or priority. A court of competent jurisdiction could hold that these third-party patents are valid, enforceable, and infringed by our products. In order to successfully challenge the validity of any such U.S. patent in federal court, we would need to overcome a presumption of validity. As this evidentiary burden is a high one, requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction would invalidate the claims of any such U.S. patent. If we are found to infringe third-party patents, and we are unsuccessful in demonstrating that such patents are invalid or unenforceable, such third parties may block our efforts to commercialize the applicable products or technology unless we obtain a license to employ the technology or subject matter described by such patents, or until such patents expire or are finally determined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license could obligate us to pay significant license fees and/or royalties, and the rights granted to us might be non-exclusive, which might result in our competitors gaining access to the same technology. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable terms, or at all, we may be unable to commercialize our products, or such commercialization efforts may be significantly delayed, which could in turn significantly harm our business. If we are found liable for infringing on third party patents, our business may suffer reputational and financial harm. These harmful effects may be more pronounced for us as a small company.
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If our trademarks and trade names are inadequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
Our trademarks or trade names may be challenged, infringed, circumvented, declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners and customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners of other trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names or other intellectual property may be ineffective, could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, and results of operations.
Risks Related to Ownership of our Common Stock
This is not an initial public offering of stock to investors at large, and there is no guarantee that any of the Selling Shareholders will sell the Shares. Alternatively, if a large number of Shares are sold, the public price of our Common Stock on the OTCQB will decrease.
This registration statement is being filed to offer liquidity to the Selling Shareholders, who are our existing security holders and security holders who have rights to the Common Stock underlying warrants previously issued to them in our previous financing rounds. This is not an initial public offering of stock to investors at large, and there is not a fixed number of securities available for sale. Each Selling Shareholder may offer, sell or distribute all or a portion of his, her or its Shares publicly or through private transactions at prevailing market prices or at negotiated prices, or choose not to sell any or part of the Shares at all. Given the Selling Shareholder’s discretion in this regard, a reader should not expect a guaranteed ability to purchase any of the Shares registered hereunder. We disclaim any responsibility for causing the Selling Shareholder to sell to any person reading this registration statement and offer no assurance as to how many Selling Shareholders will decide to sell their Shares. The reader should be advised that if, alternatively, a large number of Selling Shareholders sell their Shares or there is a public perception that a large number of Selling Shareholders may sell their Shares, the public price of our Common Stock on the OTCQB may decrease in value.
Our Common Stock is currently thinly traded on the OTCQB and the public price for our Common Stock is volatile. We can offer no assurance that an active trading market for our Common Stock will develop or that the public price of our Common Stock will become less volatile.
An active market for our shares of Common Stock may never develop. In the absence of an active public trading market, investors may not be able to liquidate their investments in our shares of Common Stock. An inactive market may also impair our ability to raise capital by selling our shares of Common Stock, our ability to motivate our employees through future equity incentive awards and our ability to acquire other companies, products or technologies by using our shares of Common Stock as consideration. We can offer no assurance that the public price of our Common Stock will cease to be volatile, as there are many factors which affect the public price which are beyond our control. These factors include, without limitation:
| · | the number of shares of our Common Stock publicly owned and available for trading; | |
| · | overall performance of the equity markets and/or publicly-listed companies that offer competing services and products; | |
| · | actual or anticipated fluctuations in our revenue or other operating metrics; | |
| · | our actual or anticipated operating performance and the operating performance of our competitors; | |
| · | changes in the financial projections we provide to the public or our failure to meet these projections; |
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| · | failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors; | |
| · | any major change in our Board, management, or key personnel; | |
| · | the economy as a whole and market conditions in our industry; | |
| · | rumors and market speculation involving us or other companies in our industry; | |
| · | announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; | |
| · | new laws or regulations or new interpretations of existing laws or regulations applicable to our business, in the U.S. or globally; | |
| · | lawsuits threatened or filed against us; | |
| · | other events or factors, including those resulting from war, incidents of terrorism, or responses to these events and | |
| · | sales or expected sales of our Common Stock by us and our officers, directors, and principal shareholders. |
In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation against companies following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.
Future sales of Common Stock by the Selling Shareholders and our other existing shareholders, or lack thereof, may contribute to price volatility of our Common Stock on the OTCQB.
Following the effectiveness of this registration statement, the Shares may be sold on the OTCQB. Our other existing shareholders may also sell their shares in the Company in accordance with an available securities exemption or successful registration. There can be no assurance that the Selling Shareholders will not sell all of the Shares, which may cause a substantial decline in the price of our Common Stock on the OTCQB. There is also no assurance that the Selling Shareholders will sell all of their Shares on the OTCQB. Institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of our Common Stock in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient amount of Common Stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Stock, the market for our Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Stock. Conversely, if there is a lack of market demand for our Common Stock, the trading price of our Common Stock could decline significantly and rapidly on the OTCQB. Furthermore, the decision by our Directors and officers, who retain significant ownership of our Common Stock, to sell, or refrain from selling, shares of Common Stock from time to time, could impact the market supply and trading volumes of our Common Stock, thereby affecting market prices and creating additional volatility. This impact will increase if the percentage of shares sold by non-affiliated shareholders of the Company decreases from time to time. Therefore, an active, liquid and orderly trading market for our Common Stock may not initially develop or be sustained, which could significantly depress the public price of our Common Stock and/or result in significant volatility, which could affect an investor’s ability to sell their shares of Common Stock.
You may be diluted by future issuances of preferred stock, additional Common Stock or securities convertible into shares of Common Stock in connection with future adopted incentive plans, acquisitions or otherwise. Future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
Our Articles of Incorporation authorizes us to issue up to 525,000,000 shares of Common Stock and up to 25,000,000 shares of preferred stock. We could issue a significant number of shares of Common Stock in the future in connection with investments or acquisitions. In the future, we may also adopt one or more incentive plans which will provide for the issuance, pursuant to the terms and subject to the conditions set forth in any plan as adopted, of long-term incentive compensation which may take the form of options, restricted stock units or other securities. Any of these issuances could dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our Common Stock.
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We currently have 4,200,000 shares of Series A Preferred Stock issued and outstanding and 3,000,000 shares of Series B Preferred Stock issued and outstanding. The future issuance of shares of preferred stock with voting rights (whether equal or disproportionate) may adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our Common Stock. Our Series B Preferred Stock entitle their holders to 20 votes per share held. Therefore, future sales of Series B Preferred Stock, if such sales shall occur, would significantly dilute the voting power of the Common Stockholders even more so than future sales of Series A Preferred Stock or sales of Common Stock. Expectations of such sales or future sales of preferred stock and our Series B Preferred Stock especially could lower our stock price.
The future issuance of shares of preferred stock with dividend rights, liquidation preferences, conversion rights (in the case of our Series A Preferred Stock and other series of preferred stock we may authorize in the future which have conversion rights) or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive. For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion price of the Series A Preferred Stock (other series of preferred stock we may authorize in the future which have conversion rights) because the holders of such preferred stock would effectively be entitled to own Common Stock upon a qualified securities offering or at a lower conversion price, causing economic dilution to the holders of Common Stock.
Additionally, we have a history of issuing our Common Stock as compensation to officers, employees, and consultants. Continued issuance of Common Stock or securities exercisable for or convertible into capital stock of the Company may have a dilutive effect on holders of our Common Stock and other equity securities.
Our Series B Preferred Stock entitles its holders to 20 votes per share and all currently issued and outstanding shares of such stock are held by our Chief Executive officer, President, and Director, Danny G. Bishop, or approximately 38.11% of the Company’s voting power. Minority shareholders will have no say in the Company’s policies or corporate matters and future issuances of Series B Preferred Stock will dilute their voting power and may lower the perceived value of our Common Stock.
Our Series B Preferred Stock entitles its holders to 20 votes per share. Therefore, future sales of Series B Preferred Stock, if such sales shall occur, will significantly dilute the voting power of the Common Stockholders, to a greater extent than future sales of Series A Preferred Stock or sales of Common Stock. Expectations of such sales or future sales of preferred stock and our Series B Preferred Stock especially could lower our stock price. Additionally, as of the date of this prospectus, our Chief Executive Officer, President, and Director, Danny G. Bishop, is the sole shareholder of the Series B Preferred Stock, or approximately 38.11% of the voting power of the Company on a non-diluted basis, which enables him to exert significant influence over the Company’s policies or any other corporate matter, including the election of directors; changes to the Company’s governance documents (with limited exceptions); the expansion of any employee equity or option pool; any merger, consolidation, sale of all or substantially all of our assets; or any other major action requiring stockholder approval. Therefore, minority shareholders will have no say in the Company’s policies or corporate matters. This fact may also lower the perceived value of our Common Stock and subsequently its trading price.
We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.
We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. Therefore, we do not intend to pay any dividends to holders of our Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends under our loan agreements or otherwise. As a result, if the Board does not declare and pay dividends, the capital appreciation in the price of our Common Stock, if any, will be your only source of gain on an investment in our Common Stock, and you may have to sell some or all of your Common Stock to generate cash flow from your investment.
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We may need to raise additional capital in the future, and our failure to do so could restrict our operations or adversely affect our ability to operate and continue our business. There is no guarantee that we will successfully raise additional capital on favorable terms or at all and if and when we need it.
If we need to raise additional capital in the future for any reason, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings may result in additional dilution to holders of the common stock. For instance, debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital, or declaring dividends, or which impose financial covenants on us that limit our ability to achieve our business objectives. Additionally, if we enter into secured debt arrangements, we could be required to dispose of material assets or operations to meet our debt service and other obligations, which could negatively impact the business or cause the business to be discontinued. If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives and be unable to continue operating as a going concern.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.
We expect the trading market for our Common Stock to be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline and our Common Stock to be less liquid. Moreover, if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, or if our results of operations do not meet their expectations, our stock price could decline.
We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by shareholders, which could harm our business and adversely affect the market price of our Common Stock.
We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) (the last day of the fiscal year following the fifth anniversary of becoming a public company). As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.
We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.
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We are a “smaller reporting company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.
For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies, such as providing only two years of audited financing statements. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.
If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.
Provisions in our Articles of Incorporation and Bylaws could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, thereby adversely affecting existing shareholders.
Our Articles of Incorporation and Bylaws contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of our shareholders. For example, the Articles of Incorporation currently authorizes our Board, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which shareholders might otherwise receive a premium for their shares over then-current market prices. These provisions may also limit the ability of shareholders to approve transactions that they may deem to be in their best interests.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT OUR BUSINESS OPERATIONS AND THE VALUE OF OUR COMMON STOCK.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements”. Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:
| 1. | Our ability to effectively operate our business segments; |
| 2. | Our ability to manage our research, development, expansion, growth and operating expenses; |
| 3. | Our ability to evaluate and measure our business, prospects and performance metrics; |
| 4. | Our ability to compete, directly and indirectly, and succeed in a competitive and evolving industry; |
| 5. | Our ability to respond and adapt to changes in technology and customer behavior; |
| 6. | Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and |
| 7. | Other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations. |
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
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MARKET DATA
Market data and certain industry data and forecasts used throughout this prospectus were obtained from market research, publicly available information, reports of governmental agencies and industry publications. There is no guarantee for the accuracy and completeness of information we obtained from such sources. In addition, we cannot be certain as to all assumptions which were used by third parties to prepare the data we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors.” We did not commission any of the industry or market data referenced in this prospectus.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares by the Selling Shareholders (See “Selling Shareholders”) under this prospectus (and/or their respective pledgees, donees, transferees, distributees, or other successors in interest that receive such Shares as a gift, partnership distribution or other non-sale related transfer), which includes up to 11,671,136 Outstanding Shares and 22,600,000 Warrant Shares. We will, however, bear the costs incurred in connection with the registration of the Shares. We will also receive payment from AJB Capital’s exercise of the 2022 Warrants and certain Selling Shareholders’ exercise of the AGES Warrants. We have received proceeds from AJB Capital’s purchase of the 2023 Warrants prior to the registration of the Common Stock underlying the 2023 Warrants and as such, these proceeds will not be included as part fee calculations for the filing of this registration statement. If all of the 2022 Warrants and Additional Warrants are to be exercised in cash at their respective exercise prices, we would receive gross proceeds of approximately $25,000, and approximately $557,000, respectively, and a total of approximately $582,000 in proceeds from the Warrants’ exercise. We cannot predict when or if the Warrants will be exercised or when. It is possible that the Warrants will expire before their exercise period and that they may never be exercised.
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DIVIDEND POLICY
Since our inception, we have not paid any dividends on our capital stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained for use in the development and operation of our business. In the future, our Board may decide, at its discretion, whether dividends may be declared and paid to holders of our Common Stock.
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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the notes to those statements included elsewhere in this Registration Statement on Form S-1. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. You should not place undue reliance on these forward-looking statements, which involve risks and uncertainties. As a result of many factors, including but not limited to those set forth under ‘‘Risk Factors,’’ our actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
Corporate History
We were originally incorporated in Nevada on February 22, 2006 under the name Photomatica, Inc. On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” On March 5, 2012, we changed our name to Go Green Global Technologies Corp., our current name. We are currently in good standing in the State of Nevada as of the date hereof.
We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).
Business
We are an innovative, publicly traded U.S. company that aims to provide proprietary disruptive technology for use in the water and fuel industries for both commercial and consumer segments of these markets. We intend to provide solutions worldwide through our patented Sonical™ apparatus, which is designed to be utilized for both non-chemical water treatment and fuel combustion applications. Such applications include industrial, automotive, transportation, maritime and railway industries. We are a pioneer and leader in the emerging pulsed power technology sector. Since inception, we have focused on technologies that lead to a cleaner and more efficient planet. We are still currently in a pre-revenue stage of development and have yet to launch products integrating our Sonical™ technology.
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Results of Operations
The following table summarizes our results of operations for the periods presented:
| For the Nine Months Ended | For the Years Ended | |||||||||||||||||||||||
September 30, 2024 | September 30, 2023 | Change | December 31, 2023 | December 31, 2022 | Change | |||||||||||||||||||
| Revenue | $ | 16,674 | $ | – | $ | 16,674 | $ | – | $ | – | $ | – | ||||||||||||
| Cost of Revenue | (16,674 | ) | – | (16,674 | ) | – | – | – | ||||||||||||||||
| Gross Profit | – | – | – | – | – | – | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | $ | 619,985 | $ | 385,354 | $ | 234,631 | $ | 798,809 | $ | 2,291,645 | $ | (1,492,836 | ) | |||||||||||
| Research and developments | – | 625,000 | (625,000 | ) | 795,000 | – | 795,000 | |||||||||||||||||
| Depreciation and amortization | 2,018 | 2,016 | 2 | 2,689 | 6,647 | (3,958 | ) | |||||||||||||||||
| Total operating expenses | 622,003 | 1,012,370 | (390,367 | ) | 1,596,498 | 2,298,292 | (701,794 | ) | ||||||||||||||||
| Loss from operations | (622,003 | ) | (1,012,370 | ) | 390,367 | (1,596,498 | ) | (2,298,292 | ) | 701,794 | ||||||||||||||
| Other Income / (Expense): | ||||||||||||||||||||||||
| Interest expense | (839,890 | ) | (1,427,495 | ) | 587,605 | (1,737,685 | ) | (303,937 | ) | (1,433,748 | ) | |||||||||||||
| Gain on change in fair value of derivative liability | – | – | – | – | 35,862 | (35,862 | ) | |||||||||||||||||
| Gain (loss) on debt extinguishment | 40,621 | (120,000 | ) | 160,621 | (120,000 | ) | 1,423,023 | (1,543,023 | ) | |||||||||||||||
| Total other expenses | (799,269 | ) | (1,547,495 | ) | 748,226 | (1,857,685 | ) | 1,154,948 | (3,012,633 | ) | ||||||||||||||
| Net loss | $ | (1,421,272 | ) | $ | (2,559,865 | ) | $ | 1,138,593 | $ | (3,454,183 | ) | $ | (1,143,344 | ) | $ | (2,310,839 | ) | |||||||
Revenue
We generated $16,674 and $0 from product sales during the nine months ending on September 30, 2024 and 2023.
We did not generate any revenue in the fiscal year ending on December 31, 2023 (the “2023 Fiscal Year”) and the fiscal year ending on December 31, 2022 (the “2022 Fiscal Year”).
Operating Expenses
Our operating expenses for the nine months ending on September 30, 2024 were $622,003, compared to $1,012,370 for the nine months ending on September 30, 2023, representing a decrease of $390,367.
Our operating expenses for the 2023 Fiscal Year and 2022 Fiscal Year were $1,546,498 and $2,298,292, respectively, representing a decrease of $751,794.
General and administrative expenses for the nine months ending on September 30, 2024 were $619,985, compared to $385,354 for the nine months ending on September 30, 2023, representing an increase of $234,631. This increase is attributable to an increase in accounting and general consulting fees of $190,447 and $14,540, respectively, partially offset by a decrease in stock-based compensation, filing fees, and financial consulting services of $126,962, $74,590, and $64,512, respectively.
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General and administrative expenses were $798,809 for the 2023 Fiscal Year, compared to $2,291,645 for the 2022 Fiscal Year, representing a decrease of $1,492,836. This decrease is attributable to our 2022 financings and the relaunch of our business operations in the 2022 Fiscal Year. During the 2022 Fiscal Year, we incurred greater finance fees, consulting fees, payroll fees, office supply expenses, and other startup costs as compared to the 2023 Fiscal Year. During the 2023 Fiscal Year, finance fees decreased by $123,851, consulting fees decreased by $12,000, payroll fees decreased by $66,000, and office supply expense decreased by $57,923.
Research and development expenses for the nine months ending on September 30, 2024 was $0, compared to $625,000 for the nine months ending on September 30, 2023, representing a decrease of $625,000. The decrease is primarily due to the expense recognized in the nine months ending on September 30, 2023 in connection with the 2023 APA Amendment, when the Company acquired certain patents and the “know-how” required to perform its manufacturing processes.
Research and development expenses were $795,000 for the 2023 Fiscal Year, compared to $0 for the 2022 Fiscal Year. The increase is primarily due to the expense recognized in connection with the 2023 APA Amendment when the Company acquired certain patents and the “know-how” required to perform its manufacturing processes.
Depreciation expenses were $2,018 for the nine months ending on September 30, 2024, compared to $2,016 for the nine months ending on September 30, 2023, representing a decrease of $2.
Depreciation expenses were $2,689 for the 2023 Fiscal Year, compared to those for the $6,647 for the 2022 Fiscal Year, representing a decrease of $3,958 and such decrease was mainly attributed to a decrease in property and equipment and no major capitalized purchases in the 2023 Fiscal Year.
Other Expenses
For the nine months ending on September 30, 2024, we incurred other expenses of $799,269. For the nine months ending on September 30, 2023, we incurred other expenses totaling $1,547,495, representing a decrease in expense quarter over quarter of approximately $748,226
For the nine months ending on September 30, 2024 and 2023, our interest expenses were $839,890 and $1,427,495, respectively. This decrease in interest expenses is attributable to a greater number of warrants and shares of stock issued during the nine months ended September 30, 2023 as compared to the corresponding period in 2024.
For the nine months ending on September 30, 2024, we incurred a gain on extinguishment of debt of $40,621, as compared to a loss on extinguishment of $120,000 for the nine months ending on September 30, 2023 as a result of debt settlement in both periods and a number of stock and stock value issued for extinguishment of promissory notes during the nine months ended September 30, 2024.
For the 2023 Fiscal Year, we incurred other expenses of $1,857,685. For the 2022 Fiscal Year, we incurred other income totaling $1,154,948, representing a decrease in other income (expense) year over year of approximately $(3,012,633).
For the 2023 Fiscal Year and the 2022 Fiscal Year, our interest expenses were $1,737,685 and $303,937, respectively. This significant increase in interest expenses is due to the amortization of debt discount on warrants and shares of common stock issued during the year ended December 31, 2023.
For the 2023 Fiscal Year we incurred a loss on extinguishment of debt of $120,000, as compared to a gain of $1,423,023 for the 2022 Fiscal Year.
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Net Loss
For the nine months ending on September 30, 2024, we had a net loss of $1,421,272, compared to $2,559,865 for the nine months ending on September 30, 2023. The reason for the decrease quarter over quarter is a large decrease in research and development expenses, coupled with a decrease in interest expense.
For the 2023 Fiscal Year, we had a net loss of $3,454,183 compared to net loss of $1,143,344 for the 2022 Fiscal Year. The reason for the decrease from the 2022 Fiscal Year to the 2023 Fiscal Year was a significant decrease in interest expense as well as an increase in gains from debt settlements partially offset by a decrease in operating expenses of $751,794.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
To date we have financed our operations through sales of common stock and the issuance of debt and warrants.
Our ability to continue as a going concern depends on continued financial support from management, its ability to identify future investment opportunities and obtain the necessary debt or equity financing as well as its ability to generate profit from future operations. We do not currently have sufficient cash on hand to cover our operating expenses and as such will continue to raise capital through the sale of stock and notes. We have produced several prototype devices for some of our anticipated products to permit production testing. In the next six to twelve months, testing of our devices and manufacturing techniques will be finalized. We expect to commence sales as soon as the aforementioned are completed.
As of the date of this prospectus, we believe that our current cash on hand will meet our anticipated cash requirements for the next 30 days.
Working Capital
| September 30, | December 31, | December 31, | December 31, | |||||||||||||||||||||
| 2024 | 2023 | Change | 2023 | 2022 | Change | |||||||||||||||||||
| Current Assets | $ | 13,619 | $ | 33,453 | $ | (19,834 | ) | $ | 33,453 | $ | 4,671 | $ | 28,782 | |||||||||||
| Current Liabilities | 2,138,230 | 1,837,207 | 301,023 | 1,837,207 | 1,118,323 | 718,884 | ||||||||||||||||||
| Working Capital Deficit | $ | (2,124,611 | ) | $ | (1,803,754 | ) | $ | 320,857 | $ | (1,803,754 | ) | $ | (1,113,652 | ) | $ | (690,102 | ) | |||||||
Current Assets
The value of our current assets as of September 30, 2024 was $13,619, comprised of cash, accounts receivable, and prepaid expenses. Our cash balance was $3,445 and $33,453, as of September 30, 2024 and December 31, 2023, respectively, and our prepaid expenses were $3,500 and $0 respectively. Our accounts receivable balance was $6,674 and $0 at September 30, 2024 and December 31, 2023. The decrease in cash balance from December 31, 2023 to September 30, 2024 is attributable to certain reductions of general expenses coupled with proceeds from the sale of Common Stock.
As of December 31, 2023 and December 31, 2022, our current assets were comprised of cash and prepaid expenses. Our cash balance was $33,453 and $1,072, respectively, and our prepaid expenses were $0 and $3,599, respectively. The increase in cash balance from the 2022 Fiscal Year to the 2023 Fiscal Year is attributable to proceeds from short term debt and the sale of Common Stock, partially offset by routine business activity.
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Current Liabilities
As of September 30, 2024 and December 31, 2023, we had total current liabilities of $2,138,230 and $1,837,207, respectively. The increase in current liabilities is attributable to an increase in accrued interest and short-term debt entered into during the nine months ended September 30, 2024.
As of December 31, 2023, and December 31, 2022, we had total current liabilities of $1,837,207 and $1,118,323, respectively. The increase in current liabilities is attributable to an increase in accounts payable, accrued expenses, and short-term debt during the year ended December 31, 2023.
Working Capital Deficit
As of September 30, 2024 and December 31, 2023, we had a working capital deficit of $2,124,611 and $1,803,754, respectively. The increase in working capital deficit is due to increases in notes payable and accrued interest and a decrease in cash on hand.
As of December 31, 2023 and December 31, 2022 we had a working capital deficit of $1,803,754 and $1,113,652, respectively. The increase in working capital deficit is primarily due to an increase in notes payable, accounts payable, and accrued interest, partially offset by reductions of convertible debt.
Cash Flows
| For the Nine Months Ended | For the Twelve Months Ended | |||||||||||||||||||||||
| September 30, | September 30, | December 31, | December 31, | |||||||||||||||||||||
| 2024 | 2023 | Change | 2023 | 2022 | Change | |||||||||||||||||||
| Cash Used in Operating Activities | $ | (295,908 | ) | $ | (527,365 | ) | $ | 231,457 | $ | (668,194 | ) | $ | (348,974 | ) | $ | (319,220 | ) | |||||||
| Cash Used in Investing Activities | – | – | – | – | (9,589 | ) | 9,589 | |||||||||||||||||
| Cash Provided by Financing Activities | 265,900 | 526,525 | (260,625 | ) | 700,575 | 357,500 | 343,075 | |||||||||||||||||
| Net (Decrease) Increase in Cash | $ | (30,008 | ) | $ | (76,017 | ) | $ | 46,009 | $ | 32,381 | $ | (1,063 | ) | $ | 33,444 | |||||||||
Cash flows from Operating Activities
For the fiscal period ending on September 30, 2024 and the fiscal period ending on September 30, 2023, the cash used in operating activities totaled $295,908 and $527,365, respectively. The decrease in cash used in operating activities is due to a greater net loss amount for the nine months ended September 30, 2023 as compared to September 30, 2024 as well as a larger amount of non-cash interest expenses during the nine months ended September 30, 2023.
For the 2023 Fiscal Year and 2022 Fiscal Year, the cash used in operating activities totaled $668,194 and $348,974, respectively. The reason for the increase in cash used in operating activities from the 2022 Fiscal Year to the 2023 Fiscal Year is attributable to a significant increase in non-cash interest expenses as well as common stock issued for the acquisition of technology, coupled with a greater net loss amount for the year ended December 31, 2023.
Cash flows from Investing Activities
For the periods ending September 30, 2024 and 2023, we used $0 in investing activities.
For the 2023 Fiscal Year and 2022 Fiscal Year, we used $0 and $9,589, respectively, in investing activities.
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Cash flows from Financing Activities
For the periods ending September 30, 2024 and 2023, we generated $265,900 and $526,525 respectively, in financing activities. The decrease in cash from the nine months ended September 30, 2023 to the corresponding period in 2024 was due to greater proceeds from notes payable during the nine months ended September 30, 2023 as compared to September 30, 2024.
For the 2023 Fiscal Year and 2022 Fiscal Year, we generated $700,575 and $357,500 from financing activities, respectively. The increase in cash from financing activities from the 2022 Fiscal Year to the 2023 Fiscal Year was due to a large increase in proceeds received from notes payable as well as proceeds received from the sale of Common Stock.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
Factors That May Adversely Affect Our Results of Operations
Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, economic instability and inflation, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the initial business combination.
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BUSINESS
This section should be read in conjunction with the more detailed information about us contained in this prospectus, including our audited financial statements and other information appearing in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our Mission & Vision
At Go Green Global Technologies Corp., we believe in a present and future in which cost-effective and environmentally friendly solutions for individuals, communities and industries are accessible to all. It is our guiding principle that sustainability and affordability should go hand-in-hand, and that making a greener choice for the health of our shared planet should not be cost-prohibitive. We envision our Sonical™ technology to be a revolutionary catalyst in the global transition to a green economy. Our mission is to provide global access to this technology, allowing for the extension of fuel life, a decrease in carbon emissions, and the elimination of harsh chemicals in water treatment worldwide.
Corporate History
We were originally incorporated in Nevada on February 22, 2006, under the name “Photomatica, Inc.” On August 12, 2008, we changed our name to “Secure Runway Systems Corp.” On June 22, 2010, we changed our name to “Diversified Secure Ventures Corp.” We changed our name to Go Green Global Technologies Corp., our current name, on March 5, 2012. We are in good standing with the State of Nevada as of the date of this prospectus.
We were previously a reporting company when we registered our Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 10, 2007. On June 21, 2011, we ceased to be a reporting company when we terminated our duty to file periodic reports with the filing of a Form 15, pursuant to Rule 12g-4(a)(1).
Introduction
We are a technology and manufacturing company based in Danbury, Connecticut. We own the patented Sonical™ technology[13] designed to render impurities in fluids inert, in a way that is cost-saving and avoids the use of harsh chemicals for fluid treatment. Our Sonical™ technology can be installed into existing water supply and fuel consumption systems. After this installation, fluid can pass through the electromagnetic field created within the Sonical™ apparatus and undergo molecular-level changes, resulting in cleaner water and fuel.
Currently, we are in a pre-revenue stage of development, and expect to launch our products anytime between the first fiscal quarter of 2025 or second fiscal quarter of 2025.
As of the date of this prospectus, we have not launched any of the products discussed herein. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. We expect to begin launching certain products between the first fiscal quarter of 2025 or second fiscal quarter of 2025. Whether we launch these products depends on whether they are successfully manufactured and commercialized and their launch is contingent on the progress of our research and development for these products. We cannot assure that any or all of our products will ever launch, launch successfully, or that we will be able to generate revenue from these products or adequate revenue to continue as a going concern.
We have a manufacturing facility located in Danbury, Connecticut, in which we have a full setup for final assembly, quality control, and testing of our products. This facility also has two manual winding machines to produce the copper coils central to the Sonical™ technology.
[13] Patent No. US 11,634,344 B2.
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The Sonical™ technology
The Sonical™ apparatus contains unique coil design configurations that can conduct an electromagnetic field. The electromagnetic field triggers a forced sequential re-phasing arrangement within fluid passing through, which renders fluid impurities inert.
We believe that our Sonical™ technology, when incorporated into fuel and water treatment systems, can effectively address some of the issues found with conventional methods for fuel and water treatment. For one, conventional methods for water treatment typically involve the addition of chemical disinfectants to remove bacteria within water, which can be harmful to human and environmental health. Disinfectants such as chlorine also have an unpleasant taste and smell, which are especially significant concerns pertaining to potable water. There is also the persistent problem of mineral buildup, specifically calcium carbonate, in distribution networks such as pipes and water flow devices. Ion-exchange water softeners have been commonly used to remove minerals from (descale) pipes and water flow devices, but these softeners require continuous and consistent maintenance, which can compound the costs associated with water treatment. Pipe repair and cleanup at large facilities is also costly and poses significant safety concerns. The pulse power technology of the Sonical™ removes the need for chemical disinfectants to water treatment systems while descaling water and controlling bacterial growth. The Sonical™ products are customizable and easy to install and following installation requires little to no maintenance. We believe that incorporating our Sonical™ products into existing water treatment and distribution systems will be a cheaper and more environmentally sound alternative to conventional methods.
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Conventional methods for extracting fuel from crude oil are also costly and harmful to the environment. Refinement costs for the production of commonly used fuel from petroleum are substantial. To save on costs, producers may sell fuel products which may not be entirely free from impurities such as hydrocarbons, even though the products can technically still be used for combustion. As a result, existing hydrocarbons in such fuels can be emitted into the atmosphere, adding significant pollution to the environment. We believe the technology behind the Sonical™ apparatus, which produces varying electromagnetic wavelengths to alter the molecular structure of fuel, can potentially enable fuel to burn more efficiently and result in cost savings and fewer carbon emissions.
We intend to have our Sonical™ fuel products tested extensively in private laboratories to demonstrate significant fuel efficiency increases, as well as decreases in overall carbon emissions. For our Sonical™ water products, we intend to have our technology tested extensively at private laboratories to demonstrate the product's ability to eliminate the minerals causing scale buildup, as well as the elimination of harmful microorganisms, such as bacteria in water.
Business Plan
We are presently ramping up manufacturing and solidifying our market strategy to commercialize our products. We are in the process of finalizing our manufacturing processes and sourcing materials to manufacture and commercialize our products at scale. Below are the business lines we plan to launch between the first fiscal quarter of 2025 and second fiscal quarter of 2025 after our manufacturing and marketing goals are achieved, and depending on the progress of our research and development for these products.
| Fuel Treatment | Water Treatment & Descaling |
| Commercial Boilers | HVAC Cooling Towers |
| Residential Boilers | Commercial Descaling |
| Diesel Generators | Residential Water |
| Automotive/Trucking | Municipal Water |
| Locomotive (Heavy Rail) | |
| Maritime Vessels |
Our fuel treatment products are aimed at increasing the efficiency of fuel, improving overall engine function, and decreasing lifetime carbon emissions. We believe this is achieved by installing our fuel devices, which contain the Sonical™ technology, on a pre-combustion location within any fossil-fuel-burning system, such as an oil-burning furnace, a generator, a car, a truck, and more. We believe the products in the planned fuel treatment line will experience rapid growth due to their capacity to reduce fuel consumption and significantly reduce carbon dioxide emissions.
Our water treatment products are aimed at eliminating the minerals causing scale buildup in water, allowing for better maintenance of water systems without the use of chemicals, and providing improved life span of pipes. We believe the water treatment products are capable of increasing microbial control and eliminating unwanted organic compounds, including viruses and bacteria both in potable water and industrial applications, such as HVAC systems.
We anticipate that the water treatment and descaling product lines will experience slower but long-term growth compared to the fuel treatment product lines.
Between the first fiscal quarter of 2025 to second fiscal quarter of 2025, we intend to submit an application for our Sonical™ water device to the National Sanitation Foundation for testing in order to achieve ANSI/NSF Standard 61 certification. This certification applies to all products in contact with potable and drinking water in the United States, and attests that certain products are safe for installation potable water systems for public use or consumption and are verified by a third party. Once we receive ANSI/NSF Standard 61 certification, we will launch our residential and municipal water product lines in the U.S. Between the first fiscal quarter of 2025 to second fiscal quarter of 2025, we also intend to begin the process for obtaining Underwriter Laboratories (“UL”) and CE certifications. UL is one of several companies approved for safety testing by U.S. federal agency Occupational Safety and Health Administration, and its product certification attests that the product has met applicable industry standards. CE certifications are affirmations from a manufacturer that its product complies with all applicable European health, safety, and environmental protection standards.
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In the first 6 months of production, beginning sometime from the first fiscal quarter of 2025 to the second fiscal quarter of 2025, we plan to launch the following product lines and anticipate the below monthly production volumes for each line:
| Product Line | Average Units Sold Per Month |
| Fuel - Residential Boiler 3/8in | 30 |
| Fuel - Residential Boiler 1/2in | 30 |
| Fuel - Commercial Boiler | 10 |
| Fuel - Diesel Generators | 100 |
| Water - HVAC Cooling Tower | 2 |
| Water - Commercial De-Scaling | 10 |
The above projections are based on pending agreements with existing distributors in the HVAC and diesel generator industries and our anticipated product output capabilities in our initial ramp-up phase. The terms of such pending agreements are not finalized and that it is uncertain whether the terms of such agreements will ever be finalized or if such agreements will ever be entered into.
Within a year from the start of production, Go Green anticipates scaling up its output and generating more demand for its products. At that stage, we also plan to add another product line for residential water treatment.
| Product Line | Average Units Sold Per Month |
| Fuel - Residential Boiler 3/8in | 50 |
| Fuel - Residential Boiler 1/2in | 50 |
| Fuel - Commercial Boiler | 20 |
| Fuel - Diesel Generators | 200 |
| Water - HVAC Cooling Tower | 5 |
| Water - Commercial De-Scaling | 25 |
| Water - Residential Water Treatment | 50 |
After a year of commercializing and manufacturing the above products, we anticipate being able to target other markets and industry verticals to achieve larger scale installations of our fuel and water products amongst our client base.
We plan to target the maritime industry and the locomotive industry as part of our business plans in the long term. There is a great demand for cost savings and reductions in carbon emissions in both of these industries, which we believe we can directly address with our Sonical™ technology in the future.
Please see the “Industry Overview” subsection below for more detail on the estimates and assumptions underlying our financial projections.
Industry Overview
We operate in the “green-tech” or “clean-tech” manufacturing space, which is a relatively new, emerging sector. The novel technology that this sector centers around is still limited in use. We believe there are currently few existing competitors in this space, which provides us with a strong path to market.
We believe there has been trending interest in green technology and sustainability both in the public and private sectors and an increasingly expanding market for simple, retrofit devices that can solve certain challenges in the treatment of water and fuel. Particularly in the public sector, there has been significant legislation regarding emissions standards and mandates to address carbon footprint. Private automobiles, small and medium duty trucks, locomotives, maritime vessels, and furnaces for heating of residential and commercial spaces are all examples of technologies which we believe could benefit from the integration of our Sonical™ apparatus.
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Additionally, there has been significant legislation addressing the minimization of chemicals used to treat both potable water and water used in commercial and industrial processes. Residential drinking water, municipal drinking water supplies, swimming pool maintenance, commercial water treatment of HVAC cooling towers, and wastewater treatment are examples of functions that could benefit from the integration of our Sonical™ apparatus.
Market and Growth
We believe there is a large, addressable market for our Sonical™ fuel and water treatment technology. We have staggered plans to target various sectors of this market based on our stage of development.
In the early stages of production, we anticipate utilizing our existing distributor networks to cater to the most accessible sectors. As to fuel treatment, we plan to first target (i) consumers in the northeast region of the United States utilizing residential and commercial boilers and (ii) consumers in the diesel generator market in Canada.
According to the U.S. Energy Information Administration’s Short-Term Energy Outlook report, roughly 4.96 million households used heating oil as their main source of space heating fuel, with 82% of those households in the northeast region of the country.[14] According to the same report, households spent an average of $2,094 for the 2022 to 2023 winter season, a 13% increase from the 2021 to 2022 season. With oil prices continuing to rise, we anticipate high consumer demand for a product with a high return on investment in a relatively short timeframe, which can increase fuel efficiency, with the added benefit of decreasing consumer household carbon footprint.
As to water treatment, we plan to target consumers who use descaling HVAC cooling towers and consumers who struggle with scale buildup in their water systems within the commercial space, including restaurants, fast food chains, and other retailers. According to Forbes, in 2023, a new HVAC system can cost anywhere from $5,000 to $34,000 depending on size. On average, HVAC installations cost around $8,000.[16] HVAC systems must also be regularly maintained and are subject to scale buildup. To eliminate scale, HVAC technicians currently use chemical maintenance programs that are costly and dangerous for human health. If these programs are not executed effectively, scale buildup of just 0.18 of an inch on the fireside of boiler tubes can reduce heat transfer by 69%,[17] which thereby increases fuel consumption and costs.[18] We believe the installation of a Sonical™ unit can lead to cost savings for homeowners and commercial buildings by eliminating the need for chemical descaling programs and decreasing the need for costly repairs and replacements. We anticipate significant demand for our HVAC products, as well as demand for our general descaling product across a variety of industries where descaling is a costly problem.
[14] Below are the public data sources which we consulted in arriving at these addressable market sizes.
https://www.edf.org/sites/default/files/documents/EDFMHDVEVFeasibilityReport22jul21.pdf
https://askwonder.com/research/explore-topic-number-diesel-generators-u-s-globally-
npadnargx#:~:text=Based%20on%20the%20understanding%20that,can%20be%20approximated%20at%207.68
https://www.aga.org/natural-gas/affordable/good-for-business/
https://www.eia.gov/energyexplained/heating-oil/use-of-heating-oil.php
https://www.fhwa.dot.gov/policyinformation/statistics/2020/mv1.cfm
https://www.transportation.gov/testimony/state-us-flag-maritime-industry
https://dieselforum.org/rail
https://www.weareteachers.com/how-many-schools-are-in-the-us/
https://www.aha.org/statistics/fast-facts-us-hospitals
https://thesmallbusinessblog.net/restaurant-industry-statistics/
https://www.census.gov/quickfacts/fact/table/US/HSD410221
https://www.ansi.org/standards-news/all-news/2013/04/voluntary-standards-cover-the-spectrum-from-pool-and-spa-efficiency-to-identity-management-30
https://www.transportation.gov/testimony/state-us-flag-maritime-industry
[14] U.S. Energy Information Administration, Short-Term Energy Outlook, Winter Fuels Oulook, Table WFO1, March 2023.
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As our production capabilities grow and we obtain the necessary and desired certifications for our products (including but not limited to UL certification and National Science Foundation water safety certification) within the next year, we plan to expand our business to target the following segments for water treatment: residential potable water treatment, municipal potable water treatment, municipal wastewater treatment, and industrial and commercial wastewater treatment. As to fuel treatment, after our production capabilities grow, we plan to target the automotive, small, and medium duty trucks, locomotive engines, and maritime vessels markets.
To our knowledge, there is currently no product in the residential, commercial, or industrial fuel and water treatment markets utilizing pulse power. Given the lack of competition, we believe it is possible to achieve a 1% to 2% overall market penetration across the variety of potential vertical business niches in the fuel and water treatment space.
In the longer term, we plan to target two other major markets, the maritime industry and the locomotive industry. These markets are currently in need of solutions for reducing carbon emissions and decreasing costs. We believe these markets have great revenue potential and our products can effectively address cost saving and carbon emissions concerns in the future.
The maritime industry currently uses exhaust gas cleaning systems, or “scrubbers,” to decrease its carbon footprint, but this is not a holistic solution. With scrubbers, carbon emissions are redirected from the atmosphere into the aquatic environment, which contributes to rising oceanic temperatures and harms marine ecosystems. Scrubbers are also very expensive, ranging anywhere from $500,000 to $2.5 million to install one per vessel. Go Green can integrate its Sonical™ technology into products geared towards the maritime industry, servicing large and small fleets, including passenger vessels. We believe our Sonical™ products can increase fuel efficiency as well as decrease carbon emissions, a two-fold solution that scrubbers do not provide. The Sonical™ product is also a more affordable solution compared to scrubbers, as they are much simpler to install. We believe our products have the technology that increases fuel efficiency and decrease carbon emissions directly, as opposed to scrubbers, which simply redirect air pollutants. Within the maritime industry, we believe we can also offer water treatment solutions for both potable water usage and wastewater treatment. The installation of the Sonical™ apparatus on fleets are projects of large scale by virtue of the size of maritime vessels, and costs to install our apparatus range from $250,000 to $1 million per installation. We believe these projects offer us significant revenue potential.
Within the locomotive industry, railway operators are also under significant global pressure to modernize their systems and decrease their overall emissions output. At present, not many solutions are available to address these issues. We believe we can offer our fuel products to locomotive companies across the globe, providing a simple and affordable solution to improve fuel efficiency, increase the lifespan of engine components, and decrease lifetime emissions. Our water treatment products can provide a chemical-free solution to descaling water systems. The installation of our products into locomotive systems are conceivably projects of large scale and earnings associated therewith could significantly increase our overall revenue stream.
Competition
With respect to the water treatment market, there is one known company, Evapco Inc., which offers a similar product to the Sonical™, a descaling device similar to ours called Pulse-Pure. Notably, one of Evapco’s main patents references two past patents of the inventor of our Sonical™ technology.[19] We believe that the Pulse-Pure product has a lower efficiency rate than our products. We believe that the newest generation of the patented Sonical™ technology, with its increased power, can offer customers even more efficient descaling.
[16] Weimert, Kelly. “How Much Does a New HVAC System Cost in 2023?” Forbes, Salaky, Kristin (editor). Last updated July 31, 2023.https://www.forbes.com/home-improvement/hvac/new-hvac-system-cost/#:~:text=The%20price%20of%20a%20new,%248%2C000%2C%20including%20parts%20and%20labor.
[17] As reported by the government of Canada. “Increasing the Energy Efficiency of Boiler and Heater Installations.” Last modified February 17, 2016. https://natural-resources.canada.ca/energy/publications/efficiency/industrial/cipec/6699
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With respect to the fuel treatment market, to our knowledge and as of the date of this prospectus, there are no existing competitors that offer fuel efficiency devices utilizing pulsed power technology. In the automobile market, there are other retrofit devices such as the EcoMax Fuel Saver that claim to offer fuel savings, most of these being chip devices that connect to a vehicle’s electronic control unit (“ECU”). The companies launching these products claim that after a consumer has driven for a certain number of miles, the chip will be able to read data from the ECU and tune the vehicle’s computer for lower fuel consumption specific to the particular driver’s statistics, such as speed and driving habits, among other things. In our view, there is limited data as to the efficacy of these products. We believe that our Sonical™ technology, when installed directly into a fuel line on a pre-burn location of nearly any fossil-fuel-burning engine, decreases fuel consumption and thereby lifetime emissions. To our knowledge, no market participant has such capabilities.
Intellectual Property
As of the date of this prospectus, we own the following patents:
Patent Number |
Place
of registration |
Title | Owner | Filing date | Publication date |
| US 11,634,344 B2 | United States | Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[20] | September 10, 2021 | April 25, 2023 |
| PCT/US2022/043068 | International[21]; the Company submitted applications during the national entry phase to Mexico on March 8, 2024 (Application no. MX/a/2024/003051) and Canada on March 11, 2024 (Application no. 3231504). |
Apparatus and method for treating substances using asymmetric-vector electrical fields | Go Green Global Technologies Corp.[22] | September 9, 2022 | March 16, 2023 |
[19] Patent No. 7,704,364, one of the patents supporting Pulse-Pure, cites two past patents of Mr. Pandolfo, the inventor of our Sonical™ technology. The two patents referenced were for decalcifier descaling devices for water treatment, utilizing variable resonance technology.
[20] The inventor is Salvatore Mario Pandolfo who previously assigned the patent to us. We were the applicant for this patent.
[21] This patent was filed on the International Patent System, which allows patent holders to seek protection for their intellectual property in its 57 participating countries, which list of countries can be accessed here: https://www.wipo.int/pct/en/pct_contracting_states.html.
[22] The inventor is Salvatore Mario Pandolfo, who previously assigned the patent to us. We were the applicant for this patent.
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As of the date of this prospectus, we have the following trademark applications pending:
| Trademark | Place
of registration |
Owner | Class | Filing date |
| SONICAL[23] | Canada | Go Green Global Technologies Corp |
009 | March 26, 2021 |
| SONICAL[24] | United States | Go Green Global Technologies Corp.[25] |
009 | April 8, 2021 |
Employees & Human Capital
As of the date of this prospectus, we have two full-time employees.
Legal Proceedings
From time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition.
Property
We lease and maintain our primary offices at 22 Kenosia Avenue, Unit 9, Danbury, CT 06810. We do not currently own any real estate. Effective August 1, 2024, we have a five-year lease at the Danbury, CT location.
Corporate Information
We were incorporated on February 22, 2006, in Nevada. Our principal executive offices are located at 22 Kenosia Avenue, Unit 9, Danbury, CT 06810, and our telephone number is (866) 847-3366. Our website address is www.gogreen-tech.org. The information on, or that can be accessed through, our website is not part of this prospectus.
[23] Goods associated with trademark as claimed in this application: Fluid treatment apparatus for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields.
[24] Goods and services associated with trademark as claimed in application: Scientific fluid treatment apparatus for domestic and industrial use, namely, fluid handling device for effecting physical or chemical changes to fluids or particles carried by fluids using variable magnetic fields used for disposable bioprocessing applications and parts and fittings therefor.
[25] This Pending U.S. Trademark has been suspended by the USPTO. The Pending Canadian Trademark was filed prior to the Pending U.S. Trademark. Pursuant to the Paris Convention for the Protection of Industrial Property, subsequent applications can be filed within six months of the Pending Canadian Trademark application and claim the benefit of the Canadian filing date. In order for the priority date of the Pending Canadian Trademark to apply for the Pending U.S. Trademark, the Pending Canadian Trademark must first be registered. Since the Pending Canadian Trademark is still under review, the suspension on the Pending U.S. Trademark will continue until the Pending Canadian Trademark is registered.
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MANAGEMENT
The following table sets forth certain information as of the date of this prospectus about our executive officers and members of our Board of Directors.
| Name | Age | Position | Term of Office | ||
| Danny G. Bishop | 70 | President, Chief Executive Officer, Chief Financial Officer, Director1 | July 2019 (President, Chief Executive Officer, Director) August 2022 (Chief Financial Officer) | ||
| Hattie Corrine Couch | 31 | Chief Operating Officer, Director2 | June 2022 (Chief Operating Officer) March 2023 (Director) | ||
| John E. D’Alessandro, Jr. | 34 | Director, Director of Manufacturing3 | January 2018 | ||
| Dennis Beckert | 54 | Director4 | November 2023 |
Danny Bishop, Chief Executive Officer and Chief Financial Officer
Dan Bishop has over two decades of healthcare administrative management experience, including an extensive background in marketing strategy and sales. Having received his B.S. in Occupational Therapy from Eastern Michigan University in 1976, Danny went on to have an extensive career in healthcare and hospital management. In these roles, Danny was responsible not only for the care and well-being of patients, but for budgeting, reviewing financial information, reporting to the board of directors of the hospitals he served, and managing the overall success of the programs that he oversaw. Mr. Bishop was also responsible for overseeing several programs within the various hospitals that he worked at, lending him tremendous leadership and managerial experience.
In his former role as manager of outpatient rehabilitation services for a large healthcare group in Toledo, Ohio, Mr. Bishop was responsible for the daily operations of an extensive product line of outpatient therapy products with a $12 million annual budget. This experience, in conjunction with many other roles in which Mr. Bishop was directly involved with in day-to-day operations, imbues Mr. Bishop with the skills to effectively lead and manage a complex business structure.
Over time, Mr. Bishop’s career evolved into one with a sales-oriented focus. After approximately twenty years of healthcare administrative management, Mr. Bishop worked as a consultant for various technology and manufacturing companies, utilizing his extensive connections within the healthcare network to bring sales and relationships to his clients. One such client was us, for which Danny served as National Sales Manager from 2010 to 2013. In this role, Danny sold the original version of Go Green’s proprietary Sonical™ technology nationwide. After this period of success, the Company was unfortunately dormant for some time, but Mr. Bishop returned to us as its Chief Executive Officer and President in 2019 with hopes of leading us back to success. In August of 2022, Mr. Bishop started serving as our Chief Financial Officer. The Board was resolute in its confidence to bring Mr. Bishop into executive management knowing that with his knowledge and passion for our products and his extensive management and leadership experience, he was the right person for the role. Mr. Bishop has never been involved in any legal proceedings and is of upstanding character, suitable for his service on the Board and as a member of executive management.
Hattie Corrine Couch, Chief Operating Officer and Director
Hattie Corrine Couch (Corrine Couch) is our Chief Operating Officer and Director, having served as Chief Operating Officer since June 2022 and Director since March 2023. Ms. Couch is an experienced administrative manager, operations coordinator, and program logistics overseer. She received her B.A. in Political Science from the University of Memphis in 2020, graduating magna cum laude. After, Corrine worked in various campaign management positions for a couple of years, first during her undergraduate years from 2017 to 2018 and then in 2020 to 2021. In her most recent position, which she held from April 2021 to June 2022, prior to joining Go Green, Corrine served as the Senior Administrative Manager for Field Strategies, a top nationwide firm providing electoral campaign management services and civic engagement strategies. In this role, Corrine was responsible for overseeing and executing all day-to-day administrative and operational needs, including payroll, human resources, tax compliance, and internal financial controls. Corrine originally started with Field Strategies as a campaign operations supervisor, with prior experience as a field manager for a variety of public interest campaigns. As a manager, Corrine has demonstrated excellent leadership qualities on a variety of nationwide electoral and issue-based campaigns, applying her experience in managing personnel and executing tasks required to advance the program’s management.
[1] Mr. Bishop provides services to the Company in his role as Chief Executive Officer and President pursuant to the Employment Agreement filed as Exhibit 10.4.
[2] Ms. Couch does not have an employment agreement with the Company for services provided as Chief Operating Officer. She provides services to the Company in her role as Chief Operating Officer pursuant to the Independent Contractor Agreement filed as Exhibit 10.5.
[3] The Director of Manufacturing position is not an executive officer position.
[4] Mr. Beckert provides services to the Company in his role as Director pursuant to the Director Agreement filed as Exhibit 10.6.
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Prior to her career in campaign management, Corrine worked in the real estate management and multi-family leasing space for approximately 3 years, roles in which she was responsible for a variety of administrative and operational tasks. In these capacities, she was integral to ensuring the overall productivity and success of the businesses in which she was essential to core management. From her combined professional experience over the last 6 years, Corrine has a keen understanding of the inner workings of a company and how best to manage administrative and operational logistics for success.
The Board deemed Corrine a qualified candidate for her role as Chief Operating Officer, and a subsequent Director based upon her extensive experience in administrative and operations management, as well as her capacity to lead and manage personnel effectively. Additionally, Corrine’s unique experience in politics provides the Company with astute knowledge of the inner workings of local, state, and federal government programs from which the Company in its capacity as a manufacturer of green technology devices stands to benefit in the form of grants or pilot programs. Corrine has never been involved in any legal proceedings and is of upstanding character suitable for that of an officer and director.
John Eric D’Alessandro, Jr., Director and Director of Manufacturing
John Eric D’Alessandro, Jr. is our Director and Director of Manufacturing, having served us in these capacities since January of 2018. John Eric is a respected professional with several years of experience in managerial operations, financial oversight, and inventory management in both professional and laboratory settings. He received his B.S. in Microbiology with a minor in Chemistry from Southern Connecticut University in 2016.
From 2014 to 2016, John Eric worked in a cancer research laboratory, where he was responsible for overseeing proper laboratory maintenance and ensuring the success of various projects. In this role, he developed research and development skills, as well as a keen understanding of working in a controlled environment to ensure operational success.
Since 2016, John Eric has served as the owner and manager of a prominent restaurant in the Connecticut area with over $1.2 million in annual sales. In this role, he oversees revenue generation, financial oversight, maintaining the books and records, inventory control, and managing his staff.
Based on both his educational background in the sciences, his experience in laboratory settings, and his business acumen, we determined that John Eric was befitting of his role as a Director, as well as the title of Director of Manufacturing. John Eric has extensive knowledge of our proprietary technology, the Sonical™, in both a scientific context and in the context needed to run our manufacturing operations. He is of upstanding character and has never been involved in any legal proceedings.
Dennis Beckert, Independent Director
Dennis Beckert was appointed to a three-year term as Director in November 2023.
Mr. Beckert received both a M.S. in Accounting and an MBA from Northeastern University in 1996. As the principal of Alpine Advisory Group from 2006 to the present, a consulting firm that provides contract CFO and COO consulting services to manufacturing, service and media companies from startup to $100 million in revenue throughout the US and Europe. Mr. Beckert brings a deep background in financial and operational analysis, cash management and forecasting, and corporate governance.
In 2016, Mr. Beckert contracted with Equities.com, Inc. (“Equities”) to provide CFO services and help manage its transition from the print to the digital news market. In 2018 he was appointed interim CEO of Equities. From 2021 to 2023 he acted as Chief Operating and Chief Financial Officer for ESG News Corp. During his time at Equities and ESG News Corp., Mr. Beckert helped lead both companies to the leading market position in their niche.
Prior to starting Alpine Advisory Group, Mr. Beckert was Controller for a resort, Whiteface Lodge in Lake Placid, from 2004 to 2006 during its period of construction, where he managed a $75 million construction budget and oversaw the implementation of all banking and point-of-sale systems necessary to operate a luxury property. Prior to Whiteface Lodge, Mr. Beckert was the Treasurer of Kaz, Inc. (“Kaz”) from 1999 to 2004, where he managed approximately 50 employees. During his time there, Kaz increased its annual sales from $80 million to over $500 million and opened manufacturing operations in North America, Asia, and Europe. Mr. Beckert began his career in public accounting, working first at a large regional CPA firm before joining PricewaterhouseCoopers.
We believe Mr. Beckert is well-qualified for his position as Director and has never been involved in any legal proceedings.
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EXECUTIVE COMPENSATION
The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.
Summary Compensation Table
| Name and Principal Position | (Salary $)(1) | ($) Bonus | Stock/Option/RSU Awards ($) | Total ($) | ||||||||||||
| Danny G. Bishop, Chief Executive Officer, Chief Financial Officer, and President (Principal Executive Officer and Principal Financial Officer) | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 24,500 | $ | 0 | $ | 0 | $ | 24,500 | ||||||||
| Fiscal year ending December 31, 2021 | $ | 0 | $ | 0 | $ | 1,500 | (1) | $ | 1,500 | |||||||
| Hattie Corrine Couch, Chief Operating Officer | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 72,000 | $ | 0 | $ | 15,875 | $ | 87,875 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 0 | $ | 0 | $ | 77,500 | (2) | $ | 77,500 | |||||||
| (1) | On April 1, 2021, we awarded Mr. Bishop 1,500,000 shares of Common Stock valued at 1,500, this includes the compensation for such individual’s services in all capacities within the Company, including as an executive director and Director of the Board, for the fiscal year indicated. |
| (2) | We awarded Ms. Couch 450,000 shares of Common Stock for her service as Chief Operating Officer in the fiscal year ending December 31, 2022. In this fiscal year, we additionally issued 400,000 shares of Common Stock valued at $60,000 to Ms. Couch, but prior to serving as Chief Operating Officer and Director and not as compensation for her services in these capacities. |
Board Compensation
The following summary compensation table provides information regarding the compensation paid to the following individuals for the fiscal year(s) indicated.
Summary Compensation Table
| Name and Principal Position | (Salary $)(1) | ($) Bonus | Stock/Option/RSU Awards ($) | Total ($) | ||||||||||||
| Danny G. Bishop, Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 24,500 | $ | 0 | $ | 0 | $ | 24,500 | ||||||||
| Fiscal year ending December 31, 2021 | $ | 0 | $ | 0 | $ | 1,500 | (1) | $ | 1,500 | |||||||
| Hattie Corrine Couch, Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 72,000 | $ | 0 | $ | 15,875 | $ | 87,875 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 0 | $ | 0 | 77,500 | (2) | $ | 77,500 | ||||||||
| John E. D’Alessandro, Jr., Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 3,000 | $ | 0 | $ | 0 | $ | 3,000 | ||||||||
| Fiscal year ending December 31, 2022 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Fiscal year ending December 31, 2021 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Dennis Beckert, Director | ||||||||||||||||
| Fiscal year ending December 31, 2023 | $ | 0 | $ | 0 | $ | 4,200 | $ | 4,200 | ||||||||
| (1) | On April 1, 2021, we awarded Mr. Bishop 1,500,000 shares of Common Stock valued at 1,500, This includes the compensation for such individual’s services in all capacities within the Company, including as an executive director and Director of the Board, for the fiscal year indicated. |
| (2) | We awarded Ms. Couch 450,000 shares of Common Stock for her services as Chief Operating Officer in the fiscal year ending December 31, 2022. In this fiscal year, we additionally issued 400,000 shares of Common Stock valued at $60,000 to Ms. Couch, but prior to serving as Chief Operating Officer and Director and not as compensation for her services in these capacities. |
| (3) | We issued John E. D’Alessandro, Jr. 750,000 shares of Common Stock for his services as Director, at a price of $0.001 per share. |
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PLAN OF DISTRIBUTION
Each Selling Shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the OTCQB at prevailing market prices or at privately negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| · | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| · | privately negotiated transactions; | |
| · | settlement of short sales; | |
| · | in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per share; | |
| · | through the writing or settlement of options or other hedging transactions; | |
| · | a combination of any such methods of sale; or | |
| · | any other method permitted pursuant to applicable law. |
If the Selling Shareholders sell their securities through purchases by a broker-dealer as principal and resales by the broker-dealer for its account, these events would constitute a material change to the Company’s plan of distribution. This material change would require a post-effective amendment to this registration statement.
The Selling Shareholders may also sell securities under Rule 144 (“Rule 144”) or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the Shares, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed us that he, she, or it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We will bear the costs incurred in connection with the registration of the Shares.
The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 or any other rule of similar effect. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 1, 2025 with respect to the holdings of (1) each natural or legal person who is the beneficial owner of more than 5% of each class of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.
Beneficial ownership of the voting stock is determined in accordance with the rules of the SEC and includes any shares of our voting stock over which a natural or legal person exercises sole or shared voting or investment power, or of which such person has a right to acquire ownership at any time within 60 days of January 1, 2025. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is presented on both a fully diluted and non-fully diluted basis and based on shares outstanding as of January 1, 2025. On January 1, 2025, we had 99,915,043 shares of Common Stock issued and outstanding. Common Stock subject to convertible securities which are currently exercisable or exercisable within 60 days of January 1, 2025 are deemed to be outstanding for the purpose of computing the percentage ownership of any natural or legal person or group.
To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.
| Beneficial Owner | Beneficially Owned Before Offering, Fully Diluted Basis | Percent of Class Before Offering, Fully Diluted Basis | Beneficially Owned After Offering, Fully Diluted Basis | Percent of Class After Offering, Fully Diluted Basis | Common Stock Ownership Before Offering, Non-Diluted Basis | Percent of Class Before Offering, Non-Diluted Basis | Common Ownership After Offering, Non-Diluted Basis | Percent of Class After Offering, Non-Diluted Basis | Total Voting Power in Company before Offering, Non-Diluted Basis(1) | Total Voting Power in Company after Offering, Non-Diluted Basis(1) |
| Officers and Directors | ||||||||||
| Common Stock | ||||||||||
| Hattie Corrine Couch | 1,025,000 | 0.73% | 1,025,000 | 0.73% | 1,025,000 | 1.04% | 1,025,000 | 1.18% | 0.62% | 0.68% |
| Danny G. Bishop | 2,540,000 | 1.82% | 2,040,000 | 1.46% | 2,540,000 | 2.58% | 2,040,000 | 2.35% | 1.55%(2) | 1.35%(1) |
| John Eric D’Alessandro, Jr. | 2,374,250 | 1.70% | 2,374,250 | 1.70% | 2,374,250 | 2.41% | 2,374,250 | 2.73% | 1.45% | 1.57% |
| Dennis Beckert | 320,000 | 0.23% | 320,000 | 0.23% | 320,000 | 0.33% | 320,000 | 0.37% | 0.19% | 0.22% |
| Officers and Directors as a Group (total of 4 persons) | 6,259,250 | 4.48% | 5,759,250 | 4.12% | 6,259,250 | 6.36% | 5,759,250 | 6.64% | 3.81%(2) | 3.82%(2) |
| Series A Preferred Stock | ||||||||||
| Officers and Directors as a Group (total of 4 persons) | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0.00% | 0.00% |
| Series B Preferred Stock | ||||||||||
| Officers and Directors as a Group (total of 4 persons) | 3,000,000 | 100.00% | 3,000,000 | 100% | 3,000,000 | 100.00% | 3,000,000 | 100.00% | 36.56%(3) | 39.75%(3) |
| 5%+ Stockholders | ||||||||||
| Common Stock | ||||||||||
| John D’Alessandro, Sr. | 7,500,000 | 5.37% | 7,500,000 | 5.37% | 7,500,000 | 7.62% | 7,500,000 | 8.64% | 4.57% | 4.97% |
| Salvatore Mario Pandolfo | 8,000,000 | 5.73% | 8,000,000 | 5.73% | 8,000,000 | 8.13% | 8,000,000 | 9.22% | 4.87% | 5.30% |
| David Zevetchin | 12,652,500 | 9.06% | 10,252,500 | 7.63% | 9,582,500 | 9.74% | 7,582,500 | 8.74% | 5.84% | 5.02% |
| Joseph Zizzadoro | 9,200,000 | 6.59% | 7,200,000 | 5.16% | 8,000,000 | 8.13% | 6,000,000 | 6.92% | 4.87% | 3.97% |
| AJB Capital Investments LLC | 18,826,923 | 13.48% | 0 | 0.00% | 5,826,923 | 5.92% | 0 | 0.00% | 3.55% | 0.00% |
| Series A Preferred Stock | ||||||||||
| Pensco Trust Company, fbo Xavier Mimaud IRA | 800,000 | 19.05% | 800,000 | 19.05% | 800,000 | 19.05% | 800,000 | 19.05% | 0.49% | 0.53% |
| Mark Del Priore | 400,000 | 9.52% | 400,000 | 9.52% | 400,000 | 9.52% | 400,000 | 9.52% | 0.24% | 0.27% |
| James Scatuorchio | 400,000 | 9.52% | 400,000 | 9.52% | 400,000 | 9.52% | 400,000 | 9.52% | 0.24% | 0.27% |
| Todd Pletcher Trust | 400,000 | 9.52% | 400,000 | 9.52% | 400,000 | 9.52% | 400,000 | 9.52% | 0.24% | 0.27% |
| Joan Schultz | 300,000 | 7.14% | 300,000 | 7.14% | 300,000 | 7.14% | 300,000 | 7.14% | 0.18% | 0.20% |
| Series B Preferred Stock | ||||||||||
| Danny G. Bishop | 3,000,000 | 100.00% | 3,000,000 | 100.00% | 3,000,000 | 100.00% | 3,000,000 | 100.00% | 36.56%(3) | 39.75%(3) |
| (1) | Voting power calculations include only the shareholder’s voting power by virtue of his, her, or its ownership of the particular class of capital stock indicated, not by virtue of shareholder’s aggregate ownership in multiple classes of capital stock (if applicable). | |
| (2) | This percentage does not include Danny G. Bishop’s voting power by virtue of his ownership in the Series B Preferred Stock. Other than Danny G. Bishop, management does not own shares of another class of capital stock in the Company other than Common Stock. Management’s voting power in the Company, when aggregated with Danny G. Bishop’s ownership in the Series B Preferred Stock, equals approximately 40.37% before the Offering and 43.57% after the Offering, both on a non-diluted basis. Danny G. Bishop’s total voting power in the Company, when accounting his ownership across all classes of capital stock in the Company, equals approximately 38.11% prior to the Offering and 41.10% after the Offering, both on a non-diluted basis. | |
| (3) | This percentage does not include management’s voting power by virtue of their ownership in the Common Stock. Other than Danny G. Bishop, management does not own shares of another class of capital stock in the Company other than Common Stock. Management’s voting power in the Company, when aggregated with Danny G. Bishop’s ownership in the Series B Preferred Stock, equals approximately 40.37% before the Offering and 43.57% after the Offering, both on a non-diluted basis. Danny G. Bishop’s total voting power in the Company, when accounting his ownership across all classes of capital stock in the Company, equals approximately 38.11% prior to the Offering and 41.10% after the Offering, both on a non-diluted basis. | |
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SELLING SHAREHOLDERS
The Shares being offered by the Selling Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders, upon exercise of their respective warrants. We are registering the Shares in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except as disclosed in “Certain Relationships and Related Party Transactions” for the applicable Selling Shareholders, the other Selling Shareholders have not had any material relationship with us within the past three years.
The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Shareholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of Common Stock and warrants, as of January 1, 2025, assuming exercise of the warrants held by the Selling Shareholders on January 1, 2025, without regard to any limitations on exercises.
Except as otherwise indicated below, based on information provided to us by each Selling Stockholder, and to the best of our knowledge, the Selling Stockholders are not broker-dealers or affiliates of broker-dealers. Based on information provided to us by each Selling Stockholder indicated below as affiliates of broker-dealers, each of such Selling Shareholders purchased the securities in the ordinary course of business, and at the time of purchase of the securities to be resold, such Selling Shareholders had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
The third column lists the shares of Common Stock being offered by the Selling Shareholders which are covered by this prospectus.
This prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the Selling Shareholders in the described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, without regard to any limitations on the exercise of the warrants.
The fourth column lists the Warrant Shares being offered by the Selling Shareholders which are covered by this prospectus. The fifth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.
Under the terms of the warrants and other warrants held by Selling Shareholders, a Selling Shareholder may not exercise any such warrants to the extent such exercise would cause such Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
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| Name of Selling Shareholder | Number of Shares of Common Stock Owned Prior to Offering(1) | Maximum Number of Shares of Common Stock to Be Sold Pursuant to this Prospectus | Maximum Number of Shares of Common Stock Underlying Warrants to be Sold Pursuant to this Prospectus | Number of Shares Owned After Offering (2) | Percentage Beneficial Ownership After Offering(3) |
| AJB Capital Investments LLC | 18,826,923 | 5,326,923(4) | 13,000,000(5) | 0 | 0% |
| Jeffrey Morfit(6) | 3,478,000 | 0 | 3,478,000(7) | 0 | 0% |
| Ryan Ebner(6) | 4,895,333 | 0 | 2,162,000(7) | 2,733,333 | 1.96% |
| David Zevetchin | 12,652,500 | 2,000,000 | 0 | 10,652,500 | 7.63% |
| Joseph Zizzadoro | 9,200,000 | 2,000,000 | 0 | 7,200,000 | 5.16% |
| Ryan Hanavan(6) | 1,410,000 | 0 | 1,410,000(7) | 0 | 0% |
| Michael Squitieri(6) | 1,410,000 | 0 | 1,410,000(7) | 0 | 0% |
| Nobadeer Ventures LLC | 3,289,213 | 1,739,213 | 0 | 1,550,000 | 1.11% |
| William McCance(7) | 940,000 | 0 | 940,000 | 0 | 0% |
| Erwin Vahlsing, Jr. | 1,800,000 | 25,000 | 200,000 | 1,575,000 | 1.13% |
| Danny G. Bishop | 2,540,000 | 500,000 | 0 | 2,040,000 | 1.46% |
| Alexandra Vino | 200,000 | 200,000 | 0 | 0 | 0% |
| Michael Morfit | 230,000 | 180,000 | 0 | 50,000 | 0.04% |
| Mike Casson | 200,000 | 200,000 | 0 | 0 | 0% |
| The CFO Squad LLC | 450,000 | 450,000 | 0 | 0 | 0% |
| Cortiera LLC | 50,000 | 50,000 | 0 | 0 | 0% |
| Total | 61,571,969 | 13,171,136 | 22,600,000 | 25,800,833 | 18.48% |
_____________________
(1) Number indicated is on a fully diluted basis, representing the total number of common stock and common stock underlying the securities convertible into common stock (as if such securities had been converted), owned by such Selling Shareholder prior to this Offering.
(2) Number indicated assumes the sale of the maximum amount of the Selling Shareholder’s Shares to be sold pursuant to this prospectus.
(3) Number indicated is on a fully diluted basis, rounded to the nearest hundredth digit.
(4) Includes (i) the Outstanding AJB Shares (3,076,923 shares of Common Stock) previously issued to AJB Capital in the 2022 Bridge Financing, and (ii) 750,000 shares of Common Stock issued pursuant to amended terms of pre-funded warrants issued to AJB Capital in the 2023 Bridge Financing, (iii) 500,000 shares of Common Stock issued to AJB Capital as a commitment fee pursuant to the August 2024 bridge financing round, and (iv) 1,500,000 shares of Common Stock issued to AJB Capital as a commitment fee as consideration for extending the maturity date of the 2023 AJB Note.
(5) Includes (i) 2,500,000 shares of Common Stock issuable upon exercise of the 2022 Warrants and (ii) 9,000,000 shares of Common Stock issuable upon exercise of the 2023 Warrants, and (iii) 1,500,000 shares of Common Stock issuable upon exercise of the 2024 Warrants.
(6) This Selling Shareholder has represented to us that it is an affiliate of a broker-dealer.
(7) We previously issued warrants to Advisory Group Equity Services, Ltd (“AGES”) pursuant to the 2021 Engagement Letter (as defined in Item 15), the Amended 2021 Engagement Letter (as defined in Item 15), and 2022 Engagement Letter (as defined in Item 15) for its financial advisory services to us with respect to certain transactions. In 2023, AGES assigned a certain number of warrants to this Selling Shareholder. This number represents the shares of Common Stock underlying the warrants issued to this Selling Shareholder which such Selling Shareholder is selling in this Offering. AGES was sold to another entity and the securities previously issued to AGES, including the Shares registered pursuant to this prospectus, are now held by William McCance. William McCance has represented to us that he is an affiliate of a broker-dealer.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Below are all of the related party transactions required to be disclosed pursuant to Regulation S-K, Item 404(d) for smaller reporting companies.
Fiscal Year Ending on December 31, 2021
We had no related party transactions for the fiscal year ending on December 31, 2021.
2022 Fiscal Year
2022 Bridge Financing; Payments to AJB Capital Pursuant to the 2022 AJB Note
AJB Capital is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.
On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued to AJB Capital: (i) the 2022 AJB Note; (ii) 3,076,923 shares of Common Stock (such shares, “Commitment Shares”) as a commitment fee; and (iii) the 2022 Warrants. The terms of the 2022 Warrants are set forth in Item 15 above. As disclosed in the financial statements filed with this registration statement, the allocated value of the 2022 Warrants was $134,384 and the Commitment Shares was $42,675.
The largest aggregate principal amount we owed to AJB Capital in the 2022 Fiscal Year pursuant to the 2022 AJB Note was $300,000. The amount of interest payable on the 2022 AJB Note in the 2022 Fiscal Year was $34,500. We did not repay any amount of the principal pursuant to the 2022 AJB Note in the 2022 Fiscal Year. We paid interest in the amount of $30,750 in the 2022 Fiscal Year.
September 2022 Note with David Zevetchin; October 2022 Note with David Zevetchin; November 2022 Note with David Zevetchin
David Zevetchin is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.
We entered into a short-term promissory note with David Zevetchin on September 17, 2022 in the principal amount of $30,000 (the “September 2022 Zevetchin Note”), which bore interest at a rate of 10% per annum. As partial consideration for entering into the September 2022 Zevetchin Note, we issued 50,000 shares of Common Stock to David Zevetchin.
We entered into a short-term promissory note with David Zevetchin in the principal amount of $20,000 on October 3, 2022 (the “October 2022 Zevetchin Note”) and bore interest at a rate of 10% per annum. As partial consideration for entering into the October 2022 Zevetchin Note, we issued 50,000 shares of Common Stock to David Zevetchin.
The September 2022 Zevetchin Note and October 2022 Note were later consolidated into one promissory note dated November 18, 2022 (the “November 2022 Zevetchin Note”). The principal amount on the November 2022 Note is still outstanding as of the date of this prospectus. We did not repay any principal owed on the November 2022 Note in the 2022 Fiscal Year. The total amount of interest payable on the November 2022 Zevetchin Note in the 2022 Fiscal Year was $1,337. We paid interest in the amount of $939.64 pursuant to the November 2022 Zevetchin Note in the 2022 Fiscal Year.
In the 2022 Fiscal Year, David Zevetchin the total allocated value of the Common Stock we issued to David Zevetchin as consideration for the promissory notes entered into in the 2022 Fiscal Year was $22,268.
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Loan from Joseph Zizzadoro
Joseph Zizzadoro is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.
We entered into a short-term promissory note with Joseph Zizzadoro on November 10, 2022 (the “2022 Zizzadoro Note”), for a principal amount of $100,000. The principal amount owed on the 2022 Zizzadoro Note in the 2022 Fiscal Year was $100,000. The total amount of interest payable pursuant to the 2022 Zizzadoro Note was $1,288. We did not repay any principal or interest under the 2022 Zizzadoro Note in the 2022 Fiscal Year.
In the 2022 Fiscal Year, we issued Common Stock to Joseph Zizzadoro as consideration for the promissory note with a total allocated value of $39,663.
2023 Fiscal Year
Extension of the Maturity Date on the 2022 AJB Note
On March 1, 2023, AJB Capital agreed to amend the 2022 AJB Note to extend the maturity date to March 13, 2023. As consideration, the Company issued 1,500,000 common stock warrants to AJB Capital, which had an exercise price of $0.01 per share, a term of exercise equal to 5 years after their issuance date; and which were exercisable immediately after their issuance. Such warrants were valued at $225,00, as disclosed in the Company’s financial statements filed with this prospectus.
Payments to AJB Capital on the 2022 AJB Note
In the 2023 Fiscal Year, the largest aggregate principal amount owed to AJB Capital pursuant to the 2022 AJB Note was $300,000, which amount was fully outstanding at the beginning of the 2023 Fiscal Year. The amount of interest payable for the 2023 Fiscal Year pursuant to the 2022 AJB Note was $10,500.00. We repaid the principal amount and interest payable on the 2022 AJB Note in full by March 30, 2023.
2023 Bridge Financing; Payments to AJB Capital on the 2023 AJB Note
On May 5, 2023, we consummated the 2023 Bridge Financing, pursuant to which we issued the 2023 AJB Note to AJB Capital in the principal amount of $300,000. The largest aggregate principal amount we owed to AJB Capital in the 2023 Fiscal Year pursuant to the 2023 AJB Note was $300,000. The amount of interest payable on the 2023 AJB Note in the 2023 Fiscal Year was $23,500.00. We paid AJB Capital $21,7500 on the interest owed under the 2023 AJB Note in the 2023 Fiscal Year.
We also issued the 2023 Warrants to AJB Capital pursuant to the 2023 Bridge Financing. As disclosed in the financial statements filed with this registration statement, the allocated value of the 2023 Warrants was $219,375.
Pursuant to the 2023 Bridge Financing, we also issued the 2023 Warrants to AJB Capital. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder. Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000.
Mutual Release Agreement with Joseph Zizzadoro for the Zizzadoro Note
On February 28, 2023, the Company entered into a mutual release agreement with Joseph Zizzadoro, pursuant to which we issued 2,000,000 shares of Common Stock in exchange for full settlement of the Zizzadoro Note. The fair value of the Common Stock issued was determined using the stock price as of the date of the mutual release agreement, at $0.11 per share, and an aggregate consideration of $220,000.
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Common Stock issued to Salvatore Mario Pandolfo
Salvatore Mario Pandolfo is a holder of over five percent (5%) of the Company’s issued and outstanding Common Stock, a voting security.
On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo in connection with the Amended and Restated Asset Purchase Agreement. The shares were issued at a price of $0.12 per share, for a total purchase price of $240,000.
On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo in connection with the Amended and Restated Asset Purchase Agreement. The shares were issued at a price of $0.12 per share, for a total purchase price of $360,000.
Loans from David Zevetchin
On January 31, 2023, we entered into a short-term promissory note with David Zevetchin (the “January 2023 Zevetchin Note”) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the January 2023 Zevetchin Note, we also issued 150,000 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $18,000.
On January 31, 2023, we sold 2,000,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, at a price of $0.05 per share, for an aggregate purchase price of $100,000.
On November 1, 2023, we entered into a short-term promissory note with David Zevetchin (the “First November 2023 Zevetchin Note”) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the First November 2023 Zevetchin Note, we also issued 750,000 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $23,684.
On November 17, 2023, we entered into a short-term promissory note with David Zevetchin (the “Second November 2023 Zevetchin Note,” and, together with the First November 2023 Zevetchin Note, the November 2023 Zevetchin Notes) in the principal amount of $50,000, which bore interest at a rate of 10% per annum and had an initial maturity of 60 days. As partial consideration for entering into the Second November 2023 Zevetchin Note, we also issued 187,500 shares of Common Stock to David Zevetchin. As disclosed in the financial statements filed with this registration statement, the allocated value of such shares was $14,602.
The principal amounts owed on the January 2023 Zevetchin Note and the November 2023 Zevetchin Notes are still outstanding as of the date of this prospectus. No amount of principal or interest was repaid on the January 2023 Zevetchin Note and the November 2023 Zevetchin Notes in the 2023 Fiscal Year.
In the 2023 Fiscal Year, the total allocated value of the shares of Common Stock David Zevetchin received as consideration for the promissory notes entered into as of the 2023 Fiscal Year and the extensions of such notes was $249,202.
Loans from Joseph Zizzadoro
On January 12, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $50,000 (the “January 2023 Zizzadoro Note”). The January 2023 Zizzadoro Note bore interest at a rate of 10% per annum. As partial consideration for entering into the January 2023 Zizzadoro Note, we issued 125,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the January 2023 Zizzadoro Note in the 2023 Fiscal Year was $50,000. We did not pay any principal outstanding or interest accrued on the January 2023 Zizzadoro Note in the 2023 Fiscal Year.
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On March 6, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $150,000 (the “March 2023 Zizzadoro Note”). This promissory note did not bear interest. As partial consideration for entering into the March 2023 Zizzadoro Note, we issued 250,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the March 2023 Zizzadoro Note in the 2023 Fiscal Year was $150,000. We did not pay any principal outstanding or interest accrued on the March 2023 Zizzadoro Note in the 2023 Fiscal Year.
On December 20, 2023, we entered into a short-term promissory note with Joseph Zizzadoro in the principal amount of $30,000 (the “December 2023 Zizzadoro Note”). The December 2023 Zizzadoro Note bore interest at a rate of 10% per annum. As partial consideration for entering into the December 2023 Zizzadoro Note, we issued 225,000 shares of Common Stock to Joseph Zizzadoro. The largest aggregate principal amount we owed to Joseph Zizzadoro pursuant to the December 2023 Zizzadoro Note in the 2023 Fiscal Year was $30,000. We did not pay any principal outstanding or interest accrued on the December 2023 Zizzadoro Note in the 2023 Fiscal Year.
In the 2023 Fiscal Year, Joseph Zizzadoro received shares of Common Stock as consideration for the promissory notes and the extension of their maturity dates, with a total allocated value of $432,983.
2024 Fiscal Year
Financing with AJB Capital
On August 6, 2024, we consummated a financing round with AJB Capital pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note in the amount of $90,000 to AJB Capital. The maturity date of this promissory note is February 6, 2025 and this promissory note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date. AJB Capital paid $81,000 for this promissory note. As a commitment fee for the promissory note, we also issued 500,000 shares of Common Stock to AJB Capital at a price of $0.09 per share, for a total value of $45,000.
On November 1, 2024, we consummated a financing round with AJB Capital pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note in the amount of $45,500 to AJB Capital. The maturity date of this promissory note is December 31, 2024 and this promissory note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date. AJB Capital paid $35,000 for this promissory note, net of an original issue discount of $4,500 and $5,000 in legal fees.
Loans from David Zevetchin
Cancellation and Consolidation Agreement
On February 1, 2024, we entered into a Cancellation and Consolidation Agreement with David Zevetchin (“Zevetchin Cancellation and Consolidation Agreement”), pursuant to which we cancelled the November 2022 Zevetchin Note, the January 2023 Zevetchin Note, and November 2023 Zevetchin Notes and consolidated such notes into one note (such consolidated note, the “Consolidated 2024 Zevetchin Note”). The Consolidated 2024 Zevetchin Note had a 6-month term and was issued in the principal amount of $217,625.30. As consideration for the consolidation of the outstanding principals on the notes abovementioned in this paragraph, the Company issued 470,000 shares of Common Stock to David Zevetchin at $0.07 per share. The Company also issued warrants to David Zevetchin purchase 2,000,000 shares of Common Stock at a price of $0.10 per share as consideration for consolidation of the outstanding principals on these notes. The Cancellation and Consolidation Agreement provides for a payment schedule for the principal amount of $217,625.30, pursuant to which (i) the first $67,525.30, with interest on the $60,000 of principal, bringing the total to $73,848.59 would be repaid on February 29, 2024, past which date we would issue warrants to David Zevetchin to purchase 220,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock; and (ii) the remaining $150,000, with interest bringing the total to $165,630.14, was due on August 1, 2024, past which date we would issue warrants to David Zevetchin to purchase 450,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock. After February 29, 2024, we issued warrants to David Zevetchin to purchase 220,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock and warrants to purchase 450,000 shares of Common Stock with three-year expiration terms and an exercise price of $0.10 per share of underlying Common Stock.
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On May 9, 2024, we entered into the First Amendment to the Cancellation and Consolidation Agreement with David Zevetchin, pursuant to which the payment schedule of the Zevetchin Cancellation and Consolidation Agreement was amended as follows: (i) if the Company does not repay the first amount due of $73,848.59 by February 29, 2024, the principal of $60,000 underlying this amount due would accrue interest rate of 10% per annum until the date of payment; and (ii) the Company would issue warrants to purchase 220,000 shares of Common Stock with the same terms, such warrants to serve as penalty warrants covering the period from February 29, 2024 to March 30, 2024. After March 2024, if the Company has not paid $73,848.59 in full, the Company would issue 100,000 shares of Common Stock for every 30 days such payment remains outstanding; and (ii) if the Company does not repay the second amount due of $165,630.14 by August 1, 2024, the Company would issue warrants to David Zevetchin with the same terms, such warrants to serve as penalty warrants for the default period of August 1, 2024 to August 31, 2024. If by August 31, 2024, the Company has not repaid $165,630.14 in full, the Company will issue 100,000 shares of Common Stock to David Zevetchin for every 30 days such payment remains outstanding. As of the date of this prospectus we have issued 2,670,000 shares of Common Stock to David Zevetchin in connection with the First Amendment to the Cancellation and Consolidation Agreement.
April 2024 Zevetchin Note
On April 2, 2024, we entered into a promissory note with David Zevetchin (“April 2024 Zevetchin Note”) in the principal amount of $45,000, bearing an interest rate of 10% per annum. The original maturity date of the April 2024 Zevetchin Note was May 1, 2024. We issued David Zevetchin 200,000 shares of Common Stock as consideration for entering into the April 2024 Zevetchin Note. Pursuant to the terms of the April 2024 Zevetchin Note, if we did not repay it in full by May 1, 2024, we would issue 300,000 shares of Common Stock to David Zevetchin as a penalty. On May 1, 2024, the parties extended the maturity date of the April 2024 Zevetchin Note to June 30, 2024. As consideration for extending such maturity date, we agreed to issue 150,000 shares of Common Stock to David Zevetchin for every 30 days payment on the April 2024 Zevetchin Note remained outstanding. On June 30, 2024, the parties again extended the maturity date of the April 2024 Zevetchin Note to September 28, 2024, and the Company issued 200,000 shares of Common Stock as consideration for such maturity date extension. The principal amount of the April 2024 Zevetchin Note was increased to $59,483.40, payable upon on the maturity date. As consideration for extending the June 30, 2024 maturity date, we agreed to issue 200,000 shares of Common Stock to David Zevetchin for every 30 days payment on the April 2024 Zevetchin Note remained outstanding. On September 30, 2024, we extended the maturity date on April 2024 Zevetchin Note from September 28, 2024 to November 30, 2024. To date, the total value of the shares issued to David Zevetchin in connection with the April 2024 Zevetchin Note is $84,000.
On October 1, 2024, the maturity date of the April 2024 Zevetchin Note was extended from September 28, 2024 to November 30, 2024, and as consideration for extension of such maturity date, we agreed to issue 400,000 shares of Common Stock to David Zevetchin on November 30, 2024.
November 2024 Zevetchin Note
On November 19, 2024, we entered into a promissory note with David Zevetchin (“November 2024 Zevetchin Note”) in the principal amount of $30,000, bearing an interest rate of 10% per annum. The maturity date of the note is May 19, 2025. We issued David Zevetchin 500,000 shares of Common Stock as consideration for entering into the November 2024 Zevetchin Note. To date, the total value of the shares issued to David Zevetchin in connection with the November 2024 Zevetchin Note is $35,000.
Loans from Joseph Zizzadoro
On February 1, 2024, we entered into a Cancellation and Consolidation Agreement with Joseph Zizzadoro, pursuant to which $150,000 of the aggregate principal amount outstanding on the January 2023 Zizzadoro Note, the March 2023 Zizzadoro Note, and the December 2023 Zizzadoro Note ($230,000) was extinguished in exchange for our issuance of 1,500,000 shares of Common Stock to Joseph Zizzadoro. As consideration for the Cancellation and Consolidation Agreement with Joseph Zizzadoro, the Company issued 350,000 shares of common stock at the fair value price of $0.07 to Joseph Zizzadoro and a warrant to purchase 1,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. For the remaining $80,000 of principal owed to Joseph Zizzadoro, we issued a promissory note to Joseph Zizzadoro (the “November 2024 Zizzadoro Note”). The November 2024 Zizzadoro Note was due on November 1, 2024 and bears interest at a rate of 10% per annum. The Company did not repay the November 2024 Zizzadoro Note by November 1, 2024 and as a penalty payment, issued a warrant to purchase 200,000 shares of Common Stock to Joseph Zizzadoro.
AJB Note Amendment
On June 7, 2024, we entered into the 2023 AJB Note Amendment, pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to November 8, 2024. The 2023 AJB Note Amendment also provided that as consideration for AJB Capital’s extension of such maturity date, we issued 1,500,000 shares of Common Stock to AJB Capital at a price of $0.13 per share, for a total consideration of $195,000.
On November 21, 2024, we entered into the Second Amendment to the 2023 AJB Note, pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to December 20, 2024. The Second Amendment to the 2023 AJB Note also provided that as consideration for AJB Capital’s extension of such maturity date, we issued pre-funded warrants to AJB Capital exercisable for up to 1,500,000 shares of Common Stock. The exercise price of the Common Stock underlying these pre-funded warrants is $0.001 per share, for a total consideration of $1,500.
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DESCRIPTION OF SECURITIES
The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation and our Bylaws.
General
We are authorized to issue two classes of stock. The total number of shares of stock which we are authorized to issue is 525,000,000 shares of capital stock, consisting of 500,000,000 shares of Common Stock, $0.001 par value per share, and 25,000,000 shares of preferred stock, $0.001 par value per share, of which 9,000,000 shares are designated “Series A Preferred Stock” and 5,000,000 shares are designated “Series B Preferred Stock.” As of January 1, 2025 we have (i) 99,915,043 shares of Common Stock, (ii) 4,200,000 shares of Series A Preferred Stock, and (iii) 3,000,000 shares of Series B Preferred Stock issued and outstanding.
Common Stock
The holders of our Common Stock are entitled to the following rights:
Voting Rights. Each share of our Common Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders. Holders of our Common Stock are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Rights. Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that we may decide to issue in the future, holders of our Common Stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.
Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of our Common Stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject to the prior rights of the holders of our preferred stock.
Other Matters. The holders of our Common Stock have no subscription, redemption or conversion privileges. Our Common Stock does not entitle its holders to preemptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.
Series A Preferred Stock
The holders of our Series A Preferred Stock are entitled to the following rights:
Voting Rights.
Each share of Series A Preferred Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders on an as-converted basis. Holders of the Series A Preferred Stock will vote together with the holders of Common Stock. Holders of our Series A Preferred Stock are not entitled to cumulative voting rights with respect to the election of directors.
Conversion.
Each share of Series A Preferred Stock will automatically convert to Common Stock upon any securities offering of the Company which raises $2 million or more in proceeds.
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Reorganizations and Related Transactions
If there is a reorganization, share exchange, sale conveyance, or reclassification, in a transaction or series of related transactions, including where there is a shift in more than 50% of our voting power, each holder of Series A Preferred Stock has the option of converting such holder’s shares into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the reorganizations, share exchange, sale, conveyance or reclassification.
If there is a merger or consolidation which results in a shift in more than 50% of our voting power, each share of Series A Preferred Stock, after such merger or consolidation, will be convertible at the option of the holder of the Series A Preferred Stock into the kind and number of shares of stock and/or other securities, cash or other property that the holder of such share of Series A Preferred Stock would have been entitled to receive if such holder held the Common Stock issuable upon conversion of such share of Series A Preferred Stock immediately prior to the merger or consolidation which results in a shift in more than 50% of our voting power, in addition to all accrued and unpaid dividends on the shares of Series A Preferred Stock through the conversion.
Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, before any distribution or payment shall be made to the holders of any Junior Stock (as defined below), the holders of Series A Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders, after (i) payment of or provision for the Company’s debts and liabilities and (ii) payment to the holders of Series B Preferred Stock of (A) $0.001 per share (the “Preference Value”) plus (B) all declared but unpaid dividends for each share of Series B Preferred Stock: the highest of (i) the bid price quoted on the day of liquidation, dissolution, or winding up, (ii) the price paid for such shares of Series A Preferred Stock, and (iii) the price per share established in any merger agreement. If upon any such liquidation, dissolution, or winding up of our business the remaining assets of the Company available for distribution to its stockholders, after payment in full of the Preference Value and declared but unpaid dividends to the holders of Series B Preferred Stock, shall be insufficient to pay the holders of shares of Series A Preferred Stock, then the holders of Series A Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in respect to the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
“Junior Stock” means the Common Stock and such other classes or series of stock designated from time to time as having liquidation rights junior to the holders of Series A Preferred Stock.
Series B Preferred Stock
The holders of our Series B Preferred Stock are entitled to the following rights:
Voting Rights. Each share of Series B Preferred Stock entitles its holder to 20 votes per share for any election or vote placed before our shareholders.
Dividend Rights. Subject to the requirements of the NRS, holders of our Series B Preferred Stock are entitled to receive dividends or other distributions, if any, as may be declared by our Board.
No Conversion Rights. The Series B Preferred Stock, unlike the Series A Preferred Stock, are not convertible into Common Stock.
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Liquidation Rights. In the event of the liquidation, dissolution or winding up of our business, the holders of Series B Preferred Stock are entitled, before any distribution or payment is made upon any holder of Junior Stock (as defined directly below this paragraph), to be paid out of the assets of the Company legally available for distribution to its shareholders, after payment of or provision for the Company’s debts and liabilities, the Preference Value plus all declared but unpaid dividends, for each share of Series B Preferred Stock. After payment of the Preference Value plus all declared but unpaid dividends to the holders of Series B Preferred Stock, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Junior Stock. If upon liquidation the remaining assets of the Company available for distribution to its stockholders shall be insufficient to pay the holder of shares of Series B Preferred Stock, then the holders of the Series B Preferred Stock shall share ratably in any distribution of the remaining assets of the Company in proportion to the respective amounts which would otherwise be payable in repsect to the shares of Series B Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
“Junior Stock” means the Series A Preferred Stock, Common Stock, and such other classes or series of stock designated from time to time as having liquidation rights junior to those of the holders of Series B Preferred Stock.
2022 Bridge Financing
On February 18, 2022, we consummated the 2022 Bridge Financing, pursuant to which we issued a short-term promissory note to AJB Capital (the “2022 AJB Note”) in addition to the 2022 Warrants to AJB Capital in a private placement. The Securities Purchase Agreement which we entered into pursuant to the 2022 Bridge Financing, provided for, amongst other things and in addition to the Company’s offering of the 2022 AJB Note and 2022 Warrants to AJB Capital, that the Company issue to AJB Capital 3,076,923 shares of Common Stock as a commitment fee. Prior to the 2022 Bridge Financing Amendment (as defined below), the 2022 Warrants were initially exercisable for five years from issuance, at an exercise price of $0.20 per share, and were exercisable for, in the aggregate, 1,000,000 shares of Common Stock. AJB Capital, as the holder of the 2022 AJB Note and the 2022 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants.
We amended the terms of the 2022 Bridge Financing on March 1, 2023 (such amendment, the “2022 Bridge Financing Amendment”). Pursuant to the 2022 Bridge Financing Amendment, we entered into that certain Amendment to Promissory Note with AJB, dated March 1, 2023 (the “2022 AJB Note Amendment”), which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.
Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000. We repaid the 2022 AJB Note in full on March 30, 2023.
2023 Bridge Financing
On May 5, 2023, we consummated our 2023 Bridge Financing, pursuant to which we issued a short-term promissory note to AJB Capital (the “2023 AJB Note”) in addition to the 2023 Warrants in a private placement. The 2023 AJB Note was only convertible, at the option of AJB Capital, in part or in full, upon an event of default, as defined therein. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full, at an exercise price of $0.001 per share of Common Stock and are eligible for a cashless exercise at the option of the holder.
AJB Capital, as the holder of the 2023 AJB Note and the 2023 Warrants, was not entitled to exercise any portion thereof, as applicable, if the holder (together with its affiliates) would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the 2022 AJB Note or 2022 Warrants. The 2023 AJB Note has a six-month term, subject to extension at our option. On June 7, 2024, we entered into the First Amendment to the 2023 AJB Note with AJB Capital (the “2023 AJB Note Amendment”), pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to November 8, 2024. The 2023 AJB Note Amendment also provides that as consideration for AJB Capital’s extension of such maturity date, we issued 1,500,000 shares of Common Stock to AJB Capital at a price of $0.13 per share. On November 21, 2024 we entered into the Second Amendment to the 2023 AJB Note with AJB Capital (“the “2023 AJB Note Second Amendment”), pursuant to which we and AJB Capital agreed to extend the maturity date of the 2023 AJB Note to December 20, 2024. As consideration for AJB Capital’s extension of such maturity date, we issued pre-funded warrants to AJB Capital with an exercise price of $0.001 per share, for a total consideration of $1,500.
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Our aggregate gross proceeds from the 2023 Bridge Financing were $300,000.
As of January 1 2025, the amount outstanding on the 2023 AJB Note was $300,000.
August 2024 AJB Financing
On August 6, 2024, we consummated the August 2024 AJB Financing pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note to AJB Capital (the “August 2024 AJB Note”) in the amount of $90,000. The maturity date of the August 2024 AJB Note is February 6, 2025 and it accrues interest at a rate of 12% per annum, which is due and payable on the maturity date. AJB Capital paid $72,000 for this promissory note, net of an original issue discount of $9,000, and $9,000 in combined legal fees.
The August 2024 AJB Note is convertible into shares of Common Stock only upon an event of default, with such conversion right ending upon the payment of the amount of default owed on the August 2024 AJB Note. Events of default include failure to pay principal or interest; failure to issue Common Stock to AJB Capital upon a conversion event; breach by the Company of covenants and representations and warrants; the Company or its subsidiaries’ making an assignment for the benefit of creditors or commence proceedings for its dissolution, or application for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or the appointment of a receiver or trustee for the Company; judgments entered into or filed by the Company in the amount of $50,000 or more; bankruptcy; delisting of the Common Stock from the OTC markets; cessation of trading of the Common Stock on the OTC markets; the Company’s failure to comply with the Exchange Act; the Company’s liquidation or cessation of operations; the Company’s failure to maintain any asset necessary to conduct its business; certain restatements of the Company’s financial statements with the SEC; effectuated reverse splits without 20 business days’ notice to AJB Capital; the Company’s failure to provide Irrevocable Transfer Agent Instructions in the form originally delivered to the Securities Purchase Agreement relating to the August 2024 AJB Financing; the Company’s receipt of certain OTC market designations (i.e. ‘No Information,’ ‘Caveat Emptor,’ etc.); the Company’s failure to meet the bid price for the applicable OTC market tier and such breach continues for five (5) days after written notice to AJB Capital; the Company attempts to transmit non-public material information to any of its insiders; the Company’s failure to obtain a Rule 144 legal opinion six (6) months after the issue date of the August 2024 AJB Note; and the delisting or trading of the Common Stock on any U.S. trading market.
The August 2024 AJB Note is filed as Exhibit 4.3 herein.
On November 1, 2024, we consummated a financing round with AJB Capital, (the “November 2024 AJB Financing”) pursuant to the terms of that certain Securities Purchase Agreement with AJB Capital. In this financing round, we issued a promissory note (“November 2024 AJB Note”) in the amount of $45,500 to AJB Capital. The maturity date of the November 2024 AJB Note is December 31, 2024 and this promissory note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date. AJB Capital paid $35,000 for this promissory note, net of an original issue discount of $4,500 and $5,000 in legal fees.
The November 2024 AJB Note is convertible into shares of Common Stock only upon an event of default, with such conversion right ending upon the payment of the amount of default owed on the November 2024 AJB Note. Events of default include failure to pay principal or interest; failure to issue Common Stock to AJB Capital upon a conversion event; breach by the Company of covenants and representations and warrants; the Company or its subsidiaries’ making an assignment for the benefit of creditors or commence proceedings for its dissolution, or application for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or the appointment of a receiver or trustee for the Company; judgments entered into or filed by the Company in the amount of $50,000 or more; bankruptcy; delisting of the Common Stock from the OTC markets; cessation of trading of the Common Stock on the OTC markets; the Company’s failure to comply with the Exchange Act; the Company’s liquidation or cessation of operations; the Company’s failure to maintain any asset necessary to conduct its business; certain restatements of the Company’s financial statements with the SEC; effectuated reverse splits without 20 business days’ notice to AJB Capital; the Company’s failure to provide Irrevocable Transfer Agent Instructions in the form originally delivered to the Securities Purchase Agreement relating to the November 2024 AJB Financing; the Company’s receipt of certain OTC market designations (i.e. ‘No Information,’ ‘Caveat Emptor,’ etc.); the Company’s failure to meet the bid price for the applicable OTC market tier and such breach continues for five (5) days after written notice to AJB Capital; the Company attempts to transmit non-public material information to any of its insiders; the Company’s failure to obtain a Rule 144 legal opinion six (6) months after the issue date of the November 2024 AJB Note; and the delisting or trading of the Common Stock on any U.S. trading market.
The November 2024 AJB Note is filed as Exhibit 4.4.
Additional Warrants Issuances
Warrants issued to AGES
We previously entered into that certain TCM Proposed Offering Engagement Letter dated December 23, 2021 with AGES (the “2021 Engagement Letter”) to act as our non-exclusive financial advisor with respect to certain business transactions and capital raises (each, a “Proposed Offering”). Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.
The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering (the “Fee Warrants”). Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.
We entered into that certain TCM Proposed Offering Engagement Letter dated May 4, 2022 with AGES (the “2022 Engagement Letter”), which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000.
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We entered into that certain TCM Proposed Offering Engagement Letter dated September 20, 2022 with AGES (the “Amended 2021 Engagement Letter”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.
We entered into that certain Engagement Letter Amendment dated February 22, 2023 with AGES (the “Second Amended 2021 Engagement Letter,” and, together with the 2021 Engagement Letter, the Amended 2021 Engagement Letter, and the 2022 Engagement Letter, the “Engagement Letters”), which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share. The aggregate number of shares of Common Stock underlying the warrants to be issued pursuant to the Engagement Letters (excluding the Fee Warrants) and which are being registered pursuant to this registration statement (the “AGES Warrants”) is 9,400,000.
In 2023, AGES assigned a certain number of warrants issued pursuant to the Engagement Letters to those Selling Shareholders identified in the “Selling Shareholders” section.
Warrants issued to Erwin Vahlsing, Jr.
The Additional Warrants consist also of warrants issued to Erwin Vahlsing, Jr., in connection with his separation agreement with us. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 250,000.
On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr. for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.
Anti-Takeover Effects of Nevada Law and the Articles of Incorporation and Bylaws
Certain provisions of our Articles of Incorporation and Bylaws, and certain provisions of the Nevada Revised Statutes (the “NRS”) could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to the Articles of Incorporation and the Bylaws and the relevant provisions of the NRS.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and preferred stock are available for future issuance. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Our authorized capital includes “blank check” preferred stock. Our Board has the authority to issue preferred stock in one or more classes or series and determine the price, designation, rights, preferences, privileges, restrictions, and conditions, including voting and dividend rights, of those shares without any further vote or action by shareholders. The rights of the holders of Common Stock will be subject to and may be adversely affected by the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our Company.
Action by Written Consent
Our Bylaws provide that any action required or permitted to be taken at a meeting of our shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by shareholders of all outstanding shares entitled to vote on the applicable matter.
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Special Meetings
Our Bylaws provide that a special meeting of shareholders may only be called by the Board, the Chairman of the Board, or President, and shall be called by the Board upon written request of the holders of a majority of our outstanding shares entitled to vote at the meeting requested to be called. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the special meeting.
Board Vacancies
Our Bylaws provide that a vacancy on our Board, other than one created by the removal of Directors by shareholders, may be filled by a majority vote of the Directors then in office, even if less than a quorum exists. Vacancies created by the removal of Directors by shareholders shall be filled by the shareholders. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of such Director’s predecessor.
Removal of Directors
Our Bylaws provide that any Director may be removed either with or without cause by vote of the shareholders, and for cause by action of the Board.
Right to Alter, Amend or Repeal Bylaws
Our Bylaws provide that they may be adopted, amended or repealed by vote of the shareholders then entitled to vote in the election of Directors. The Bylaws may also be adopted, amended or repealed by the Board, but any Bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon.
Indemnification of Officers and Directors
According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.
Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Nevada Anti-Takeover Statutes
The NRS contains provisions restricting the ability of a Nevada corporation to engage in business combinations with an interested stockholder. Under the NRS, except under certain circumstances, business combinations with interested shareholders are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The NRS defines an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares of a Nevada corporation. In addition, the NRS generally disallows the exercise of voting rights with respect to “control shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred by a majority vote of the disinterested shareholders. “Control shares” are those outstanding voting shares of an issuing corporation which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an acquisition of a controlling interest and (ii) acquire within 90 days immediately preceding the date when the acquiring person became an acquiring person. An “issuing corporation” is a corporation organized in Nevada that has two hundred or more shareholders, at least one hundred of who are shareholders of record and residents of Nevada, and which does business in Nevada directly or through an affiliated corporation. The NRS also permits directors to resist a change or potential change in control of the corporation if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation.
| 60 |
Transfer Agent and Registrar
Our transfer agent and registrar is Direct Transfer LLC, located at One Glenwood Avenue, Suite 1001, Raleigh, NC 27603. Direct Transfer LLC’s telephone number is (919) 744-2722.
OTCQB
Our Common Stock is listed on the OTCQB under the symbol “GOGR.”
Penny Stock Regulation
The SEC has adopted regulations that generally define “penny stock” to be any equity security that has a market price of less than five dollars ($5.00) per share or an exercise price of less than five dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this offering may be subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult to sell their Common Stock in the secondary market.
Dividend Policy
To date, we have never declared a dividend on our capital stock. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
| 61 |
EXPERTS
RBSM LLP, an independent registered public accounting firm, audited our financial statements for the years ended December 31, 2023 and December 31, 2022. Its auditor’s report dated May 30, 2024 includes an explanatory paragraph as to the Company’s ability to continue as a going concern. We have included our financial statements with its reports in this prospectus and elsewhere in the registration statement in reliance on the reports of, given its authority as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Sichenzia Ross Ference Carmel LLP, New York, New York. As of January 1, 2025, Sichenzia Ross Ference Carmel LLP owns 948,182 shares of our Common Stock.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the securities that we are offering under this prospectus. It is important for you to read and consider all of the information contained in the registration statement and you should refer to our registration statement and its exhibits for further information.
Our SEC filings are available to the public over the internet at the SEC’s web site at http://www.sec.gov, the contents of which are not a part of this prospectus.
| 62 |
Item 3. Index to Financial Statements
| F-1 |
Go Green Global Technologies Corp.
Condensed Balance Sheets
| September 30, 2024 | December 31, 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Deposits | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued expenses | ||||||||
| Notes payable (net of debt discount of $ |
||||||||
| Common stock to be issued | ||||||||
| Loans from officer | ||||||||
| Current portion of operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (see Note 11) | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred shares, $ par value, shares authorized, shares undesignated as of September 30, 2024, and December 31, 2023, respectively | ||||||||
| Series A Convertible Preferred Stock, $ par value, shares designated; shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively | ||||||||
| Series B Preferred Stock, $ par value, shares designated; shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively | ||||||||
| Common stock, $ par value, and shares authorized as of September 30, 2024 and December 31, 2023, respectively; and and shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders' deficit | ( |
) | ( |
) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
See accompanying notes to the condensed unaudited financial statements
| F-2 |
Go Green Global Technologies Corp.
Condensed Statements of Operations
| For the nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Product Revenue | $ | $ | ||||||
| Costs of goods sold | ( | ) | ||||||
| Gross Profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain (loss) on debt settlements | ( | ) | ||||||
| Total other expense | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Per share data | ||||||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding - basic and diluted | ||||||||
See accompanying notes to the condensed unaudited financial statements
| F-3 |
Go Green Global Technologies Corp.
Condensed Statements of Changes in Stockholders’ Deficit
For the Nine Months Ended September 30, 2024 and 2023
Unaudited
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Common stock sold | – | – | ||||||||||||||||||||||||||||
| Common stock issued in connection with debt financing | – | – | ||||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | ||||||||||||||||||||||||||||
| Common stock issued to vendors for services | – | – | ||||||||||||||||||||||||||||
| Common stock shares issued as extinguishment of notes payable | – | – | ||||||||||||||||||||||||||||
| Common stock issued in connection with AJB 2023 note amendment | – | – | ||||||||||||||||||||||||||||
| Common stock issued in connection with debt forgiveness | – | – | ||||||||||||||||||||||||||||
| Common stock issued in connection with issuance of AJB 2024 note | – | – | ||||||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | |||||||||||||||||||||||||||
| Common stock warrants issued in connection with debt financing | – | – | – | |||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Common stock sold | – | – | ||||||||||||||||||||||||||||
| Common stock issued in connection with debt financing | – | – | ||||||||||||||||||||||||||||
| Common stock issued for acquisition of technology | – | – | ||||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | ||||||||||||||||||||||||||||
| Common stock issued to vendors for services | – | – | ||||||||||||||||||||||||||||
| Common stock issued in connection with extinguishment of notes payable | – | – | ||||||||||||||||||||||||||||
| Conversion of Convertible Preferred stock into common stock | ( | ) | ( | ) | – | |||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of warrants in connection with AJB Note | – | – | – | |||||||||||||||||||||||||||
| Warrants issued in connection with AJB loan amendment | – | – | – | |||||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | |||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
See accompanying notes to the condensed unaudited financial statements
| F-4 |
Go Green Global Technologies Corp.
Condensed Statements of Cash Flows
(Unaudited)
| For the nine months ended | ||||||||
| September 30, 2024 | September 30, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Common stock issued for and to be issued for services | ||||||||
| Common stock issued for compensation | ||||||||
| Common stock warrants issued for services | ||||||||
| Common stock issued for acquisition of technology | ||||||||
| Financings issued in exchange for professional services | ||||||||
| Non-cash interest expenses | ||||||||
| (Gain) loss on extinguishment of debt | ( | ) | ||||||
| Changes in operating asset and liability account balances: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Right of use asset | ||||||||
| Due to related party | ||||||||
| Accrued interest | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Lease liability | ( | ) | ||||||
| Total adjustments | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from notes payable | ||||||||
| Payment of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Schedule of Cash Flow Information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for income taxes | ||||||||
| Supplemental Schedules of Noncash Investing and Financing Activities: | ||||||||
| Establishment of ROU asset and lease liability | $ | $ | ||||||
| Issuance of common stock in connection with settlement of debt | $ | $ | ||||||
| Issuance of common stock in connection with promissory notes | $ | $ | ||||||
| Issuance of warrants in connection with the promissory notes | $ | $ | ||||||
| Common stock to be issued in prior year, issued during the year | $ | $ | ||||||
See accompanying notes to the condensed unaudited financial statements
| F-5 |
Go Green Global Technologies Corp.
Notes to the Unaudited Financial Statements
For the Nine Months Ended September 30, 2024 and September 30, 2023
NOTE 1 – ORGANIZATION AND OPERATIONS
Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.
Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.
Going Concern Basis of Accounting
The
Company’s financial statements are prepared using accounting principles generally accepted
in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company has an accumulated deficit balance
of $
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.
Uncertainty Due to Geopolitical Events
The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the nine months ended September 30, 2024, and none for the year ended December 31, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.
| F-6 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying unaudited condensed financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2023 and 2022 and for the years then ended, included in the Company’s annual report for the year ended December 31, 2023. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment Information
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.
Leases
The Company reviews all arrangements for potential leases and at inception, determines whether a lease is an operating lease or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.
Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.
| F-7 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue
The Company accounts for revenue under ASC 606, “Revenue from Contracts with Customers” and all the related amendments (Topic 606). Revenues under Topic 606 are required to be recognized either at a “point in time” or “over time,” depending on the facts and circumstances of the arrangement and are evaluated using a five-step model. Generally, the Company recognizes revenue at a point in time for its product sales for the nine months ended September 30, 2024.
The Company recognizes revenue after applying the following five steps:
1) Identification of the contract, or contracts, with a customer,
2) Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract
3) Determination of the transaction price, including the constraint on variable consideration
4) Allocation of the transaction price to the performance obligations in the contract; and
5) Recognition of revenue when, or as, performance obligations are satisfied.
Revenue is recognized when control of the products and services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services.
Advertising Costs
Advertising and promotion costs are expensed incurred.
The Company has
Research and Development
The Company expenses internal and external research
and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
Warrants
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of September 30, 2024, and December 31, 2023, all outstanding warrants granted were classified as equity being the fixed exercise price.
| F-8 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents of and shares were excluded from the computation of diluted earnings per share for the periods ended September 30, 2024, and December 31, 2023, respectively, because their effects would have been anti-dilutive.
| Schedule of anti-dilutive securities | ||||||||
| September 30, 2024 | December 31, 2023 | |||||||
| Warrants | ||||||||
| Series A Convertible preferred stock | ||||||||
| Total | ||||||||
Related Party Transactions
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.
The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.
Recently Adopted Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.
| F-9 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting Pronouncements Issued but not yet Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our financial statements but will enhance our current disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our financial statements.
Any new accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.
| F-10 |
NOTE 4 – LEASES
On July 22, 2024, we entered into an operating
lease agreement for the principal offices are located at 22 Kenosia Avenue, Danbury, Connecticut, 06810. We pay $
The right-of-use asset and lease liability for the operating lease consisted of the following:
| Schedule of right-of-use asset and lease liability for operating lease | ||||||||
| September 30, 2024 | December 31, 2023 | |||||||
| Operating right-of-use asset | $ | $ | ||||||
| Lease liability (current and long-term) | $ | ( | ) | $ | ||||
As of September 30, 2024, the weighted average remaining
lease term was
The components of lease expense included on the Company’s statements of operation were as follows:
| Schedule of components of lease expense | ||||||
| Operating Lease Expense: | Expense Classification: | For the nine months ended September 30, 2024 | ||||
| Amortization of ROU asset | General and Administrative | $ | ||||
| Accretion of operating lease liability | General and Administrative | |||||
| Total operating lease expense | $ | |||||
The future minimum lease payments required under leases for the nine months ended September 30, 2024 were as follows:
| Schedule of future minimum lease payments | ||||
| Year ended December 31, | Operating Lease Obligations | |||
| 2024 (remainder of year) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total undiscounted operating lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liability | $ | |||
| F-11 |
NOTE 5 – NOTES PAYABLE
AJB 2022, 2023 and 2024 Notes
On February 18, 2022, the Company entered into a
Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the
Company of (i) Promissory Note in the aggregate principal amount of $
The AJB 2022 Note bears interest on the unpaid principal
balance at a rate equal to twelve percent (
During the year ended December 31, 2023, the Company
recorded interest expense on the AJB 2022 Note of approximately $
The AJB 2022 warrants issued with the note (i) have
an exercise price of $
The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB Commitment Shares
and the AJB 2022 Warrants were $
and $
| F-12 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
On March 1, 2023, the Company entered into an agreement with
AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional
The AJB 2022 Note and related accrued interest totaling
$
On May 5, 2023, the Company entered into a
Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company
of (i) Promissory Note in the aggregate principal amount of $
The AJB 2023 Note bears interest on the unpaid principal
balance at a rate equal to twelve percent (
The AJB 2023 warrants issued with the note (i) have
an exercise price of $
The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB 2023 Warrants was $
On June 7, 2024, the Company and AJB Capital Investments
entered into the First Amendment to the Promissory Note, effectively extending the maturity of the 2023 AJB Note to November 8, 2024 and
agreeing to issue the noteholder shares of common stock in connection with the extension. These shares were issued on June 7,
2024 at a fair value of $ per share and aggregated fair value of $
| F-13 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
On August 6, 2024, the Company entered into a Securities
Agreement (the “2024 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory
Note in the aggregate principal amount of $
The AJB 2024 Note bears interest on the unpaid principal
balance at a rate equal to twelve percent (
The Company accounted for the 2024 AJB Note and the 2024 AJB Commitment Fee Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2024 Commitment Fee Shares are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB 2024 Commitment
Fee Shares was $ and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying
financial statements. The related debt issuance costs of $
July 16, 2024 Note
On July 16, 2024, the Company entered into
a 30-day promissory note with a lender for $
On August 15, 2024, the Company and the
July 2024 lender entered into a Debt Release agreement to release and convert the total principal of $
The current balance of the July 2024 note
as of September 30, 2024 was $
April 22, 2024 Note
On April 22, 2024, the Company entered into
a 90-day promissory note with a lender for $
As of September 30, 2024, the net carrying
amount of the April 22, 2024 Note was $
| F-14 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
April 2024 Note
On April 2, 2024, the Company entered into a promissory
unsecured loan agreement for $
During the nine months ended September 30, 2024, the
Company entered into two amendments to the April 2024 Note, ultimately extending the maturity date to
February 1, 2024 Consolidated Notes
On February 1, 2024, the Company entered
into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding
promissory notes, consolidating the total principal of $
The Cancellation and Consolidation Agreement was amended on May 9, 2024 to extend payment due dates for a number of specific notes covered by the agreement and to include provisions for penalty shares to be issued if payments are not made as such.
On February 1, 2024, the Company entered into a Conversion,
Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder to cancel their outstanding promissory
notes, convert a portion of their outstanding principal into common shares, and consolidate the remaining principal into a single note.
At the time of the Agreement, the lender had $
The remaining $
| F-15 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
January 2023 Note
On January 31, 2023, the Company entered into a promissory
unsecured loan agreement for $
On February 1, 2024, the Company entered into a Cancellation
and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory
notes, consolidating the total principal of $
January, March, and December 2023 Notes
On January 12, 2023, the Company entered into a promissory
unsecured loan agreement for $
On February 1, 2024, the Company entered into a Cancellation
and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory
notes, convert $
March 9, 2023 Note
On March 9, 2023, the Company entered into a promissory unsecured loan
agreement for $
The Company is currently negotiating with the lender to extend the maturity of the March 9, 2023 Note.
| F-16 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
August 2023 Note
On August 11, 2023, the Company entered into
a 120-day promissory note with a lender for $
The August 2023 Note was repaid in full on February 21, 2024.
September 2023 Note
On September 6, 2023, the Company entered into a promissory
unsecured loan agreement for $
The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note.
October 2023 Note
On October 4, 2023, the Company entered into a 90-day
promissory note with a lender for $
The October 2023 Note was repaid in full on March 1, 2024.
November 2023 Notes
On November 1, 2023, the Company issued an unsecured
promissory note in the amount of $
On November 17, 2023, the Company entered into another
unsecured promissory note for an additional $
| F-17 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. The common stock was issued at the FV price of $0.07.
November 2022 Note
On September 17, 2022, the Company entered into a
promissory unsecured loan agreement for $
On November 18, 2022, both notes were amended to consolidate
the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $
As of December 31, 2023 and 2022, the net carrying
amount of the November 2022 Note was $
The November 2022 Note was subsequently amended in
December of 2023 to extend the maturity date to
On February 1, 2024, the Company entered into a Cancellation
and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory
notes, convert $
November 10, 2022 Note
On November 10, 2022, the Company entered into a promissory
unsecured loan agreement for $
| F-18 |
NOTE 5 – NOTES PAYABLE (CONTINUED)
On February 28, 2023, the Company entered into a mutual
release agreement with the lender to issue to the lender shares of the Company’s common stock in exchange for the settlement
of the November 10, 2022 Note. All interest accrued under the November 10, 2022 Note as of the extinguishment date was repaid. The fair
value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $ per share.
As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $
March 2015 Note
On March 1, 2015, the Company issued an unsecured
promissory note (the “March 2015 Note”) in the amount of $
On June 30, 2022, the Company entered into a release
agreement with the lender to issue to the lender of the Company’s common stock in exchange for the settlement of the March
2015 Note with the outstanding principal of $
As of September 30, 2024, and December 31, 2023, notes payable consisted of the following:
| Schedule of notes payable | ||||||||
| September 30, 2024 | December 31, 2023 | |||||||
| Notes payable | $ | $ | ||||||
| Unamortized debt discount | $ | ( | ) | $ | ( | ) | ||
| Less: current portion, net | ( | ) | ( | ) | ||||
| Long-term notes payable, net | $ | $ | ||||||
NOTE 6 – ACCOUNTS PAYABLE
As of September 30, 2024, and December 31, 2023, the
Company had $
On June 14, 2024, the Company entered into a Debt
Release agreement with a vendor to release $
| F-19 |
NOTE 7 – COMMON STOCK TO BE ISSUED
As of September 30, 2024, and December 31, 2023, the
Company’s outstanding liability in connection to common stock to be issued was $
The balance of $
The balance of $
NOTE 8 – STOCKHOLDERS’ DEFICIT
Authorized
Authorized capital stock as of September 30, 2024, and December 31, 2023, consists of and common shares, respectively, with a par value of $ per share; and Preferred shares with a par value of $ per share.
On April 26, 2024, the Company amended its article of incorporation increasing the number of common stock shares authorized from to .
Preferred Stock
The Company has designated the issuance of of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:
Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.
Voting Rights: Each holder of Series A Convertible
Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders,
in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible
Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible
Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock.
| F-20 |
NOTE 8 – STOCKHOLDERS’ DEFICIT (CONTINUED)
Conversion Rights:
On May 29, 2024, the Company filed the Certificate of Amendment to Designation of the Series B Preferred Stock, which clarified that holders of the Series B Preferred Stock have liquidation rights senior to holders of Series A Preferred Stock and holders of Common Stock, in such order.
On June 3, 2024, the Company filed the Certificate
of Amendment to Designation, Preferences, and Rights of the Series A Preferred Stock, which, among other things, clarified that (i) the
Series A Preferred Stock will convert upon a securities offering of the Company or any of its subsidiaries which raises proceeds of $
As of September 30, 2024, and December 31, 2023, there were shares of Series A Convertible Preferred Stock remaining outstanding. As of September 30, 2024, and December 31, 2023, there were shares of Series B Convertible Preferred Stock remaining outstanding.
Common stock issuances
On February 13, 2024, the Company sold shares of its common stock
for cash proceeds of $
On January 31, 2023, the Company sold shares
of its common stock for cash proceeds of $
On February 16, 2023, in connection with 2023 APA
(see Note 11) the Company issued to the Seller shares of its common stock valued at $
On February 28, 2023, the Company issued
shares of Company’s common stock issued to the lender for extinguishment of the November 10, 2022 Note. As a result of this transaction
the Company recorded a loss on extinguishment of debt for the total amount of $
On March 31, 2023, the Company received back a share certificate for shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On April 25, 2023, the Company issued additional
shares of common valued at $
During the periods ended September 30, 2024 and 2023,
the Company issued an aggregate of and shares of common stock, respectively, valued at $
During the periods ended September 30, 2024 and 2023, the Company issued in aggregate of and shares of common stock, respectively, valued at $ and $, respectively, to its employees as compensation for the services performed.
During the periods ended September 30, 2024 and 2023,
the Company issued an aggregate of and shares of common stock, respectively, valued at $
| F-21 |
NOTE 8 – STOCKHOLDERS’ DEFICIT (CONTINUED)
During the period ended September 30, 2024, the Company
issued an aggregate of shares of common stock, valued at $
During the period ended September 30, 2024, the Company
issued an aggregate of shares of common stock, valued at $
During the period ended September 30, 2024, the Company
issued an aggregate of shares of common stock, valued at $
During the period ended September 30, 2024, the Company
issued an aggregate of shares of common stock, valued at $
During the period ended September 30, 2024, the Company
issued an aggregate of shares of common stock, valued at $
As of September 30, 2024, and December 31, 2023, the Company had and shares of common stock issued and outstanding.
NOTE 9 – WARRANTS
Warrant grants issued with debt financing
On March 1, 2023, the Company entered into an agreement
with AJB to amend the AJB 2022 Note extending the maturity date to
On May 5, 2023, the Company entered into a Securities
Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i)
Promissory Note in the aggregate principal amount of $
The AJB 2023 Warrants issued with the note (i) have
an exercise price of $
The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
| F-22 |
NOTE 9 – WARRANTS (CONTINUED)
The allocated value of the AJB 2023 Warrants were
$
Warrant grants issued in exchange of services
During the nine months ended September 30, 2024, the
Company issued warrants to purchase an aggregate of
During the nine months ended September 30, 2024, the
Company also issued warrants to purchase
During the year ended December 31, 2023, the Company
issued warrants to purchase an aggregate of
| Schedule of warrant activity | ||||||||||||
| Weighted | ||||||||||||
| Weighted | Average | |||||||||||
| Average | Contractual | |||||||||||
| Number of | Exercise | Term | ||||||||||
| Warrants | Price | (Years) | ||||||||||
| Balance outstanding at December 31, 2022 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | – | |||||||||||
| Expired/Canceled | – | |||||||||||
| Balance outstanding at December 31, 2023 | $ | |||||||||||
| Granted | $ | |||||||||||
| Exercised | – | |||||||||||
| Expired/Canceled | ( |
) | ( |
) | – | |||||||
| Balance outstanding at September 30, 2024 | $ | |||||||||||
| Exercisable at September 30, 2024 | $ | |||||||||||
| F-23 |
NOTE 9 – WARRANTS (CONTINUED)
The fair values of warrants granted during the nine months ended September 30, 2024 and 2023 were estimated using Black-Scholes option-pricing model with the following assumptions:
| Schedule of estimated using black-scholes option-pricing model | For the nine months ended September 30, | |||
| 2024 | 2023 | |||
| Exercise Price | $ | $ -$ | ||
| Risk-free interest rates | % - % | % - % | ||
| Expected life (in years) | ||||
| Expected volatility | % - % | % - % | ||
| Dividend yield | % | % | ||
NOTE 10 – RELATED PARTY TRANSACTIONS
Due to related parties
As of September 30, 2024, and December 31, 2023, the
Company had an amount due to an office of the Company in the amount of $
NOTE 11 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2024, and December 31, 2023, no amounts have been accrued related to such indemnification provisions.
From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.
Asset purchase agreement
The Company is a party to amended and restated Assets
Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration,
the company acquired certain patents and the “know-how” required to perform manufacturing process. The Company shall pay to
Seller a total of $
| F-24 |
NOTE 12 – SUBSEQUENT EVENTS
On September 30, 2024, the Company extended its promissory note with the April 2024 noteholder to November 30, 2024. As consideration for this extension, the Company has agreed to issue up to 400,000 shares for the full 60-day extension at the time of maturity. These shares were subsequently issued on October 1, 2024.
On October 1, 2024, the Company issued 85,000 shares of common stock to its director in connection with the director’s agreement.
On October 1, 2024, the Company issued 9,670 shares of common stock to a vendor in connection with legal services rendered.
On October 10, 2024, the Company issued 8,156 shares of common stock to a vendor in connection to legal services rendered.
On October 21, 2024, the Company extended its promissory note with the April 22, 2024 noteholder to December 21, 2024. As consideration for this extension, we issued 50,000 shares at a price of $0.08.
On November 1, 2024, the Company issued 875,000 shares of common stock to an employee in connection with their employment agreement. The shares were issued at $0.05.
On November 1, 2024, the Company entered into a securities purchase agreement with AJB Capital Investments LLC for a principal amount of $45,000, carrying 12% interest, and an amount of 3.6M shares reserved in the event of conversion, maturing on December 31, 2024. The Company received $35,500, net of an original issue discount of $4,500 and $5,000 in legal fees.
On November 5, 2024, the Company issued 6,627 shares of common stock to the vendor in connection with legal services rendered. The shares were issued at $0.05.
| F-25 |
 |
New York Office:
805 Third Avenue New York, NY 10022 212.838-5100
www.rbsmllp.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders’ and Board of directors of
Go Green Global Technologies Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Go Green Global Technologies Corp. (the “Company”) as of December 31, 2023, and 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
The Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ RBSM LLP |
| We have served as the Company’s auditor since 2022. |
| New York, NY |
May 30, 2024
PCAOB ID Number 587 |
| F-26 |
Go Green Global Technologies Corp.
Balance Sheets
For the Years Ended December 31, 2023 and 2022
| December 31, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 33,453 | $ | 1,072 | ||||
| Prepaid expenses | – | 3,599 | ||||||
| Total current assets | 33,453 | 4,671 | ||||||
| Fixed assets, net | 5,921 | 8,567 | ||||||
| Other assets: | ||||||||
| Deposits | 6,000 | 6,000 | ||||||
| Total other assets | 6,000 | 6,000 | ||||||
| Total assets | $ | 45,374 | $ | 19,238 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 601,631 | $ | 539,920 | ||||
| Accrued expenses | 163,640 | 89,500 | ||||||
| Accrued interest | 37,804 | 6,032 | ||||||
| Notes payable (net of debt discount of $15,608 and $0, respectively) | 982,626 | 450,000 | ||||||
| Common stock to be issued | 41,197 | 30,500 | ||||||
| Loans from officer | 10,309 | 2,371 | ||||||
| Total current liabilities | 1,837,207 | 1,118,323 | ||||||
| Total long-term liabilities | – | – | ||||||
| Total liabilities | 1,837,207 | 1,118,323 | ||||||
| Commitments and contingencies (see Note 12) | – | – | ||||||
| Stockholders’ deficit | ||||||||
| Preferred shares, $0.001 par value, 25,000,000 shares authorized, 11,000,000 and 11,000,000 shares undesignated as of December 31, 2023 and December 31, 2022, respectively | – | – | ||||||
| Series A Convertible Preferred Stock, $0.001 par value, 9,000,000 shares designated; 4,200,000 and 5,176,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 4,200 | 5,176 | ||||||
| Series B Preferred Stock, $0.001 par value, 5,000,000 shares designated; 3,000,000 and 3,000,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 3,000 | 3,000 | ||||||
| Common stock, $0.001 par value, authorized - 125,000,000, 89,101,468 and 72,644,160 shares issued and outstanding, as of December 31, 2023 and December 31, 2022 respectively | 89,102 | 72,644 | ||||||
| Additional paid-in capital | 7,289,183 | 4,543,230 | ||||||
| Accumulated deficit | (9,177,318 | ) | (5,723,135 | ) | ||||
| Total stockholders' deficit | (1,791,833 | ) | (1,099,085 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 45,374 | $ | 19,238 | ||||
See accompanying notes to the financial statements
| F-27 |
Go Green Global Technologies Corp.
Statements of Operations
For the Years Ended December 31, 2023 and 2022
| For the Years Ended | ||||||||
| December 31, 2023 | December 31, 2022 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 798,809 | $ | 2,291,645 | ||||
| Research and development | 795,000 | – | ||||||
| Depreciation | 2,689 | 6,647 | ||||||
| Total operating expenses | 1,596,498 | 2,298,292 | ||||||
| Loss from operations | (1,596,498 | ) | (2,298,292 | ) | ||||
| Other (expense) income | ||||||||
| Interest expense | (1,737,685 | ) | (303,937 | ) | ||||
| Change in fair value of derivative liability | – | 35,862 | ||||||
| (Loss) gain on debt extinguishment | (120,000 | ) | 1,423,023 | |||||
| Total other (expense) income | (1,857,685 | ) | 1,154,948 | |||||
| Provision for income taxes | – | – | ||||||
| Net loss | $ | (3,454,183 | ) | $ | (1,143,344 | ) | ||
| Per share data | ||||||||
| Net loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.02 | ) | ||
| Weighted average number of shares outstanding- basic and diluted | 82,036,031 | 66,806,179 | ||||||
See accompanying notes to the financial statements
| F-28 |
Go Green Global Technologies Corp.
Statements of Changes in Stockholders’ Deficit
For the Years Ended December 31, 2023 and 2022
| Series A Convertible Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 5,176,000 | $ | 5,176 | 5,000,000 | $ | 5,000 | 59,729,358 | $ | 59,729 | $ | 2,062,076 | $ | (4,579,791 | ) | $ | (2,447,810 | ) | |||||||||||||||||||
| Issuance of shares for: | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with AJB Note | – | – | – | – | 3,076,923 | 3,077 | 131,307 | – | 134,384 | |||||||||||||||||||||||||||
| Issuance of warrants in connection with AJB Note | – | – | – | – | – | – | 42,675 | – | 42,675 | |||||||||||||||||||||||||||
| Issuance of common stock in connection with notes payable | – | – | – | – | 250,000 | 250 | 27,731 | – | 27,981 | |||||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | (2,000,000 | ) | (2,000 | ) | (2,050,000 | ) | (2,050 | ) | 4,050 | – | – | |||||||||||||||||||||||
| Issuance of common stock in connection to accounts payable settlement | – | – | – | – | 1,704,546 | 1,705 | 179,023 | – | 180,728 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 1,000,000 | 1,000 | 142,500 | – | 143,500 | |||||||||||||||||||||||||||
| Common stock issued to vendors for compensation | – | – | – | – | 133,333 | 133 | 9,200 | – | 9,333 | |||||||||||||||||||||||||||
| Common stock issued in connection with extinguishment of convertible debt and notes payable | – | – | – | – | 8,800,000 | 8,800 | 375,200 | – | 384,000 | |||||||||||||||||||||||||||
| Warrant issued in connection with extinguishment of convertible debt and notes payable | – | – | – | – | – | – | 39,988 | – | 39,988 | |||||||||||||||||||||||||||
| Warrants issued for services | – | – | – | – | – | – | 1,529,480 | – | 1,529,480 | |||||||||||||||||||||||||||
| Net loss | (1,143,344 | ) | (1,143,344 | ) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 5,176,000 | $ | 5,176 | 3,000,000 | $ | 3,000 | 72,644,160 | $ | 72,644 | $ | 4,543,230 | $ | (5,723,135 | ) | $ | (1,099,085 | ) | |||||||||||||||||||
| Common stock sold | – | – | – | – | 2,000,000 | 2,000 | 98,000 | – | 100,000 | |||||||||||||||||||||||||||
| Issuance of warrants in connection with AJB Notes | – | – | – | – | – | – | 444,375 | – | 444,375 | |||||||||||||||||||||||||||
| Issuance of common stock in connection with AJB Notes | – | – | – | – | 750,000 | 750 | 51,750 | – | 52,500 | |||||||||||||||||||||||||||
| Common stock issued in connection with debt financing | – | – | – | – | 10,137,500 | 10,138 | 1,148,302 | – | 1,158,440 | |||||||||||||||||||||||||||
| Common stock issued for acquisition of technology | – | – | – | – | 5,000,000 | 5,000 | 615,000 | – | 620,000 | |||||||||||||||||||||||||||
| Common stock issued to employees for compensation | – | – | – | – | 190,000 | 190 | 16,322 | – | 16,512 | |||||||||||||||||||||||||||
| Common stock issued to vendors for services | – | – | – | – | 403,808 | 404 | 47,375 | – | 47,779 | |||||||||||||||||||||||||||
| Common stock issued in connection with extinguishment of notes payable | – | – | – | – | 2,000,000 | 2,000 | 218,000 | – | 220,000 | |||||||||||||||||||||||||||
| Conversion of Convertible Preferred stock into common stock | (976,000 | ) | (976 | ) | – | – | 976,000 | 976 | – | – | – | |||||||||||||||||||||||||
| Cancellation of shares returned by shareholders | – | – | – | – | (5,000,000 | ) | (5,000 | ) | 5,000 | – | – | |||||||||||||||||||||||||
| Common stock warrants issued for services | – | – | – | – | – | – | 101,829 | – | 101,829 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | (3,454,183 | ) | (3,454,183 | ) | ||||||||||||||||||||||||||
| Balance, December 31, 2023 | 4,200,000 | $ | 4,200 | 3,000,000 | $ | 3,000 | 89,101,468 | $ | 89,102 | $ | 7,289,183 | $ | (9,177,318 | ) | $ | (1,791,833 | ) | |||||||||||||||||||
See accompanying notes to the financial statements
| F-29 |
Go Green Global Technologies Corp.
Statements of Cash Flows
For the Years Ended December 31, 2023 and 2022
| For the Years Ended | ||||||||
| December 31, 2023 | December 31, 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (3,454,183 | ) | $ | (1,143,344 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 2,689 | 6,647 | ||||||
| Common stock issued and to be issued for services | 86,279 | 9,333 | ||||||
| Common stock issued for compensation | 16,512 | 143,500 | ||||||
| Common stock issued for acquisition of technology | 620,000 | – | ||||||
| Common stock warrants issued for services | 101,829 | 1,529,480 | ||||||
| Non-cash interest expense | 1,688,776 | 271,402 | ||||||
| Change in fair value of derivative liability | – | (35,862 | ) | |||||
| (Gain) loss on extinguishment of debt | 120,000 | (1,423,023 | ) | |||||
| Changes in operating asset and liability account balances: | ||||||||
| Prepaid expenses | 3,599 | (3,599 | ) | |||||
| Due to related party | 7,938 | 1,165 | ||||||
| Accrued interest | 31,772 | 28,889 | ||||||
| Accounts payable and accrued expenses | 106,595 | 266,438 | ||||||
| Total adjustments | 2,785,989 | 794,370 | ||||||
| Net cash used in operating activities | (668,194 | ) | (348,974 | ) | ||||
| Cash flows from investing activities | ||||||||
| Leasehold improvements | – | (5,684 | ) | |||||
| Purchase of equipment | – | (3,905 | ) | |||||
| Net cash used in investing activities | – | (9,589 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock | 100,000 | – | ||||||
| Proceeds from notes payable | 900,575 | 420,000 | ||||||
| Payments of notes payable | (300,000 | ) | (62,500 | ) | ||||
| Net cash provided by financing activities | 700,575 | 357,500 | ||||||
| Net (decrease) increase in cash | 32,381 | (1,063 | ) | |||||
| Cash at beginning of year | 1,072 | 2,135 | ||||||
| Cash at end of year | $ | 33,453 | $ | 1,072 | ||||
| Supplemental Schedule of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | 46,026 | $ | 33,096 | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
| Supplemental Schedules of Noncash Investing and Financing Activities: | ||||||||
| Issuance of common stock in connection with promissory notes | $ | 1,127,940 | $ | 27,981 | ||||
| Issuance of stock in connection with the AJB Note | $ | 444,375 | $ | 27,981 | ||||
| Extinguishment of debt and accrued interest into common stock | $ | 220,000 | $ | 423,988 | ||||
| Issuance of common stock in connection with AJB Note | $ | 52,500 | $ | 134,384 | ||||
| Common stock to be issued in prior year, issued during the year | $ | 30,500 | $ | 248,600 | ||||
| Cancellation of shares returned by shareholders | $ | 5,000 | $ | 2,000 | ||||
| Conversion of Convertible Preferred Stock into common stock | $ | 976 | $ | – | ||||
| Common stock issued in settlement of accounts payable | $ | – | $ | 180,728 | ||||
See accompanying notes to the financial statements
| F-30 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 1 – ORGANIZATION, OPERATIONS AND GOING CONCERN
Go Green Global Technologies Corp. (OTC Pink: GOGR) is a Nevada corporation originally incorporated in February 2006 under the name Photomatica, Inc.
Go Green Global Technologies Corp. (“the Company”) is an innovative publicly traded U.S. company that provides proprietary disruptive technology for use in the water and fuel industries of both commercial and consumer segments of these markets. Solutions are provided worldwide utilizing the proprietary Sonical™ process for both non-chemical water treatment and fuel combustion applications which including industrial, automotive, transportation, maritime and railway industries. The Company is a pioneer and leader in the emerging Pulsed Power technology sector. Since inception, the Company has focused on technologies that lead to a cleaner and more efficient planet.
Going Concern Basis of Accounting
The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has an accumulated deficit balance of $9,177,318 as of December 31, 2023, has suffered significant net losses and negative cash flows from operations and has limited working capital. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future technologies. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials were issued.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.
Uncertainty Due to Geopolitical Events
The ongoing Israel-Hamas war which began in October 2023 has precipitated ongoing conflict between the two parties and has enveloped the Middle East region in unrest. This conflict has extended to the Persian Gulf where increasing attacks on international shipping have caused worldwide concern due to its potential economic impact due to supply chain concerns. These recent events coupled with Russia’s invasion of Ukraine, which began in February 2022, resulting in sanctions and other actions against Russia and Belarus, have created uncertainty and disruption in the global economy. Although neither of the aforementioned conflicts have had a material adverse impact on the Company’s financial results for the year ended December 31, 2022, and none for the year ended December 31, 2023, at this time the Company is unable to fully assess the aggregate impact that both conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the wars, their effect on the economy, their impact to the business of the Company’s, and actions that may be taken by governmental authorities related to these conflicts.
| F-31 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain balances in the prior year have been reclassified to conform to the current year’s presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk in cash.
Prepaid Expenses
Prepaid expenses consist primarily of short-term prepaid expenditures or deposits that will be amortized within one year.
Leases
The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet.
Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of December 31, 2023 and 2022, the Company did not have leases that qualified as right of use assets.
| F-32 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
Income Taxes
In accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in our financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. No tax liability was recorded as of December 31, 2023, and 2022.
Segment Information
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment.
Advertising Costs
Advertising and promotion costs are expensed incurred. The Company has no material advertising expenses during the years ended December 31, 2023 and 2022.
Research and Development
The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. The Company incurred $795,000 in external research and development costs during the year ended December 31, 2023.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the consolidated financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
Warrants
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of December 31, 2023 and 2022, all outstanding warrants granted were classified as equity being the fixed exercise price.
| F-33 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
Net loss per Common Share
Basic earnings per share are calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Common stock equivalents in amounts of 28,618,273 and 18,703,273 were excluded from the computation of diluted earnings per share for the years ended December 31, 2023 and 2022, respectively, because their effects would have been anti-dilutive.
| December 31, 2023 | December 31, 2022 | |||||||
| Warrants | 24,418,113 | 13,527,273 | ||||||
| Series A Convertible preferred stock | 4,200,000 | 5,176,000 | ||||||
| Total | 28,618,273 | 18,703,273 | ||||||
Related Party Transactions
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to the related party.
The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company.
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of December 31, 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. There was no derivative liability as of December 31, 2023 and 2022.
| F-34 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards.
ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount.
ASC 815 “Derivatives and Hedging” generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations.
Impairment of Long-Lived Assets
The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. As of December 31, 2023 and 2022, there was no impairment of long-lived assets.
| F-35 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
Recently Adopted Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in Accounting Standards Update (“ASU”) 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to trade receivables, loans, and held-to-maturity debt securities. Entities will be required to estimate lifetime expected credit losses. This may result in earlier recognition of credit losses. In November 2019 the FASB issued ASU No. 2019-10, which delays this standard’s effective date for SEC smaller reporting companies to the fiscal years beginning on or after December 15, 2022. The Company determined that this update did not have a material impact on the financial statements upon adoption on January 1, 2023.
In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): The amendments in the update make targeted improvements to the optional hedge accounting model with the objective of improving hedge accounting to better portray the economic results in a Company’s financial statements. Prior to the issuance of the amendments in Update 2017-12, companies struggled with achieving fair value hedge accounting for interest rate risk hedges of portfolios of prepayable financial assets. The amendments in this update will apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company determined that this update did not have a material impact on the financial statements upon adoption on January 1, 2023. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.
| F-36 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 4 – NOTES PAYABLE
AJB 2022 and 2023 Notes
On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”). The aggregate gross proceeds for the sale of the Notes, Warrants and commitment fee shares was $270,000.
The AJB 2022 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on August 18, 2022. The note maturity term was further extended to February 18, 2023. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly. Any amount of principal or Interest on this AJB 2022 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2022 Note into fully paid and non-assessable shares of common stock at the variable price as defined per note agreement. As of date, there were no events default and therefore the note classified as debt. The note is secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2022 Note.
During the year ended December 31, 2023, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $34,500, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.
During the year ended December 31, 2022, the Company recorded interest expense on the AJB 2022 Note of approximately $238,482 consisting of interest paid of $30,750, accrued interest of approximately $3,750, accretion of original issued debt discount of $173,982 and originally issued discount of $30,000.
The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2022 Warrants were valued as of February 18, 2022 using the Black Scholes Model with assumptions disclosed within Note 9.
The Company accounted for the 2022 AJB Note, the 2022 AJB Warrants, and the AJB Commitment Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB Commitment Shares and the AJB 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB Commitment Shares and the AJB 2022 Warrants were $134,384 and $42,675, respectively, and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The allocated value of the AJB 2022 Note of $96,018 was allocated as notes payable in the accompanying financial statements. The related debt issuance costs $177,059 in aggregate were amortized over the initial term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation. As of December 31, 2022, the net carrying amount of the 2022 AJB Note was $300,000 and accrued interest of $3,750.
| F-37 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
On March 1, 2023, the Company entered into an agreement with AJB to amend the AJB Note extending the maturity date to March 13, 2023. As a consideration, the Company additional 1,500,000 common stock warrants that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants were valued as of March 1, 2023, using the Black Scholes Model with assumptions disclosed within Note 9. The related debt issuance costs of $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense of the accompanying statement of operations for the year ended December 31, 2023.
The AJB 2022 Note and related accrued interest totaling $314,500 was repaid in full on March 9, 2023.
On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants). The aggregate gross proceeds for the sale of the AJB 2023 Note and AJB 2023 Warrants was $270,000.
The AJB 2023 Note bears interest on the unpaid principal balance at a rate equal to twelve percent (12%) per annum accruing from the closing date until the AJB 2022 Note becomes due and payable at maturity. All principal and interest owing hereunder, along with any and all other amounts, shall be due and owing on November 5, 2023. The note maturity term was further extended to May 5, 2024 increasing the interest rate to 15% upon the extension date. Interest shall accrue on a monthly basis and is payable on the first of each month following the issue date or upon acceleration or by prepayment or otherwise. Any amount of principal or Interest on this AJB 2023 Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid. The holder shall have the right from time to time only following an event of default (as defined per note agreement) to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this AJB 2023 Note into fully paid and non-assessable shares of common stock at the conversion price as defined per note agreement. The note was secured by substantially all of the Company’s property and assets, including all machinery, equipment, and inventory as a guarantee of performance under the AJB 2023 Note.
The AJB 2023 warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023 using the Black Scholes Model with assumptions disclosed within Note 9.
The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs of $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. The debt discount was fully amortized as of November 5, 2023. As of December 31, 2023, the net carrying amount of the 2023 AJB Note was $300,000.
During the period ended December 31, 2023, the Company recorded interest expense on the AJB 2023 Note of approximately $337,875 consisting of interest paid of $21,750, accrued interest of approximately $1,750, and non-cash interest expense of $314,375.
| F-38 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
January 2023 Note
On January 31, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 (the “January 2023 Note”). The January 2023 Note bears interest at ten percent (10%) per annum and had an initial maturity of 60 days. In addition, the Company issued the lender 150,000 shares of Company’s common stock. The allocated value of such shares was $18,000 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the January 2023 Note, extending the maturity date to December 31, 2023 and borrowing an additional $17,525 that was added to the outstanding principal of January 2023 Note. In accordance with these amendments, the Company issued the lender in aggregate of 1,850,000 common stock shares valued at $196,600. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $67,525.
On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024 (Note 13).
January, March, and December 2023 Notes
On January 12, 2023 the Company entered into a promissory unsecured loan agreement for $50,000 with the lender with additional $150,000 and $30,000 promissory unsecured loan issued with the same lender on March 6, 2023 and December 20, 2023, respectively (together the “January, March, and December 2023 Notes”). Each note bears interest at ten percent, (10%), and the January, March, and December 2023 Notes had an initial maturity of 45 days, 30 days, and 90 days, respectively. In addition, the Company issued the lender 375,000 shares of Company’s common stock. The allocated value of such shares was $54,983 in aggregate and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. During the period ended December 31, 2023, the Company entered into a number of amendments to the January and March 2023 Notes, extending the maturity dates to January 10, 2024 and January 12, 2024, respectively. In accordance with these amendments, the Company issued the lender in aggregate of 3,375,000 common stock shares, valued at $378,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January, March, and December 2023 Notes was $230,000.
On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total principal of $80,000 into one six-month note, maturing on November 1, 2024 (Note 13).
March 9, 2023 Note
On March 9, 2023, the Company entered into a promissory unsecured loan agreement for $150,000 with the lender (the “March 9, 2023 Note”). The March 9, 2023 Note bears no interest and had an initial maturity of 30 days. In addition, the Company issued the lender 250,000 shares of Company’s common stock. The allocated value of such shares was $33,117 and is being accounted for as debt issuance costs and is classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a number of amendments to the March 9, 2023 Note, extending the maturity date to February 11, 2024. In accordance with these amendments, the Company issued the lender in aggregate of 1,750,000 common stock shares valued $225,000 Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $150,000.
| F-39 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
August 2023 Note
On August 11, 2023, the Company entered into a 120-day promissory note with a lender for $14,000 that carries a fixed interest payment of $1,000 payable on maturation (the “August 2023 Note”). On December 9, 2023, the Company extended the August 2023 Note for additional 60 days. As of December 31, 2023, the net carrying amount of the August 2023 Note was $14,000.
The August 2023 Note was repaid in full on February 21, 2024.
September 2023 Note
On September 6, 2023 the Company entered into a promissory unsecured loan agreement for $25,000 with a lender (the “September 2023 Note”). The September 2023 Note bears interest at $1,000 and had an initial maturity of 21 days. In addition, the Company issued a lender 75,000 shares of Company’s common stocks. The allocated value of such shares was $6,203 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023. During the year ended December 31, 2023 the Company entered into an amendment to the September 2023 Note extending the maturity date to January 25, 2024. In accordance with the amendment, the Company issued a lender in aggregate of 200,000 common stock shares valued at $28,000. Such common stock shares issued are being accounted for as debt discount and recognized as interest expense for the year ended December 31, 2023. As of December 31, 2023, the net carrying amount of the January 2023 Note was $25,000.
The Company is currently negotiating with the lender to extend the maturity of the September 2023 Note.
October 2023 Note
On October 4, 2023, the Company entered into a 90-day promissory note with a lender for $45,000 that carries a loan origination fee of $900 and a fixed interest payment of $1,350 payable upon maturity (the “October 2023 Note”). As of December 31, 2023, the net carrying amount of the October 2023 Note was $45,000.
The October 2023 Note was repaid in full on March 1, 2024.
November 2023 Notes
On November 1, 2023, the Company issued an unsecured promissory note in the amount of $50,000 to an individual lender. The note bears interest at 10% per annum and has a maturity date of May 1, 2024. In addition, the Company agreed to issue the lender 750,000 common shares, to be issued at a rate of 125,000 shares per month for the duration of the note. The allocated value of such shares was $23,684 and is being accounted for as debt issuance costs, classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs are amortized ratably over the initial term and are included within interest expense for the period ended December 31, 2023. During the period ended December 31, 2023, the Company has issued 250,000 common shares to this lender, valued at $20,000. These common shares issued are being accounted for as debt discounts and recognized as interest expense for the period ended December 31, 2023. As of December 31, 2023, the net carrying amount of the November 1, 2023 note was $50,000.
| F-40 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
On November 17, 2023, the Company entered into another unsecured promissory note for an additional $50,000 with the same lender (together, “the November 2023 Notes”). The November 17, 2023 Note bears interest at 10% per annum and has a maturity date of January 1, 2024. In addition, the Company agreed to issue the lender 187,500 common shares with an allocated value of $14,602.
On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term. The common stock was issued at the FV price of $0.07.
November 2022 Note
On September 17, 2022, the Company entered into a promissory unsecured loan agreement for $30,000 (the “September 2022 Note”). The September 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on October 17, 2022. On October 3, 2022, the Company entered into another promissory unsecured loan agreement for an additional $20,000 with the same lender (the “October 2022 Note”). The October 2022 Note 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date of December 2, 2022. In addition, on September 30, 2022, and October 3, 2022, the Company issued a lender 50,000 shares of common stock on each note’s issuance day. The allocated value of the issued shares was $13,768 and they are being accounted for as debt issuance costs classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the September 2022 and the October 2022 Notes and are included within the interest expense in the accompanying statement of operation.
On November 18, 2022, both notes were amended to consolidate the principles of the September 2022 Note and October 2022 into one November 2022 Note with a new aggregated principal of $50,000 and extended the maturity date of the November 2022 Note to January 2, 2023. With this amendment, the Company is also obligated to issue 50,000 shares of common stock that were valued at $8,500 and recorded as common stock, to be issued as a liability within accompanying balance sheets as of December 31, 2022. Additionally, under the amended terms, the lender will receive an additional 100,000 common shares for each 45 day extension period until such time that the Company repays the principal amount. As of December 31, 2022, the net carrying amount of the November 2022 Note was $50,000.
As of December 31, 2023 and 2022, the net carrying amount of the November 2022 Note was $50,000.
The November 2022 Note was subsequently amended in December of 2023 to extend the maturity date to December 31, 2023.
On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, convert $150,000 of principal to common stock, and consolidate the total remaining principal of $80,000 into one six-month note, maturing on November 1, 2024 (Note 13).
| F-41 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
November 10, 2022 Note
On November 10, 2022 the Company entered into a promissory unsecured loan agreement for $100,000 (the “November 2022 Note”). The November 10, 2022 Note bears interest at ten percent (10%) per annum and had an initial maturity date on December 10, 2022. In addition, the Company issued a lender 150,000 shares of Company’s common stocks. The allocated value of such shares was $14,163 and are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying financial statements. The related debt issuance costs were amortized over the initial term of the November 10, 2022 Note and included within the interest expense in the accompanying statement of operation. On December 10, 2022 the Company entered into amendment to the November 10, 2022 Note extending the maturity date to January 10, 2023. With this amendment, the Company is also obligated to issue 150,000 shares of common stock that were valued at $25,500 and recorded as common stock to be issued liability within accompanying balance sheets as of December 31, 2022. As of December 31, 2022, the net carrying amount of the November 10, Note was $100,000.
On February 28, 2023, the Company entered into a mutual release agreement with the lender to issue to the lender 2,000,000 shares of the Company’s common stock in exchange for the settlement of the November 10, 2022 Note. All interest accrued under the November 10, 2022 Note as of the extinguishment date was repaid. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.11 per share. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the year ended December 31, 2023.
May 2015 Note
On March 1, 2014, the Company issued an unsecured promissory note in the amount of $100,000 to an individual lender. The note was payable on demand and carried interest at five percent (5%) per annum. The note was subsequently amended on various dates through December 31, 2015 to increase the principal amount to $35,691. On March 22, 2015 the Company issued another unsecured promissory note in the amount of $300,000 with the same lender. The note was payable on demand and carried interest at fifteen percent (15%) per annum. On May 19, 2015 the Company issued the third on demand unsecured promissory note in the amount of $17,809 to the same lender with carried interest at five percent (5%) per annum (together as the “May 2015 Notes”).
On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue to the lender 3,000,000 of the Company’s common stocks in exchange with the settlement of the $300,000 April 2014 Convertible Note, and the May 2015 Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction in total of $403,406, and an outstanding accounts payable to the lender in total of $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $831,406 being included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.
February 2020 Note and March 2014 Note
On March 31, 2014, the Company issued an unsecured promissory note (the “March 2014 Note”) in the amount of $35,926 to an individual lender. The March 2014 Note was payable on demand and carried interest at 7.25% per annum
| F-42 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
On February 12, 2020, the Company issued an unsecured promissory note (the “February 2020 Note”) in the amount of $10,050 to the same individual lender. The note was payable on demand and carried interest at eight percent (8%) per annum.
On June 10, 2022 the Company entered into a release agreement with the lender to issue to the lender 800,000 shares of the Company’s common stock in exchange for the settlement of the “September 2019 Convertible Notes” with the outstanding principal of $26,239 and $38,339, the February 2020 Note, and the March 2014 Note with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction totaling $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $88,000 and included the amount in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.
March 2015 Note
On March 1, 2015, the Company issued an unsecured promissory note (the “March 2015 Note”) in the amount of $40,000 to an individual lender. The note was amended multiple times through the years increasing the principal amount of the March 2015 Note to $65,000. The March 2015 Note was payable on demand and carried interest at 10% per annum.
On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stock in exchange for the settlement of the March 2015 Note with the outstanding principal of $65,000, together with aggregate outstanding accrued interest as of the date of the transaction in total of $293,362. The fair value of the common stock issued was determined using the stock price as of the date of the release agreement at $0.04 per share or $128,000 in total. In addition to that, the Company also granted warrants to purchase an aggregate of 1,000,000 shares of Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with assumptions disclosed within Note 9. The total fair value of the warrant was determined to be $39,988. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $190,374 included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.
As of December 31, 2023 and 2022, notes payable consisted of the following:
| December 31, 2023 | December 31, 2022 | |||||||
| Notes payable | $ | 998,234 | $ | 450,000 | ||||
| Unamortized debt discount | (15,608 | ) | – | |||||
| Less: current portion, net | (982,626 | ) | (450,000 | ) | ||||
| Long-term notes payable, net | $ | – | $ | – | ||||
| F-43 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 5 – CONVERTIBLE DEBT
April 2014 Convertible Note
In April 2014, the Company issued a convertible note in the amount of $300,000 to an individual lender (the “April 2014 Convertible Note”). The April 2014 Convertible Note had a term of 18 months and carried interest at 10% per annum. The April 2014 Convertible Note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000. The April 2014 Convertible Note was in default as of December 31, 2021. As of December 31, 2021, the net carrying amount and related accrued interest of the Convertible Note was $300,000 and $301,438, respectively.
On June 30, 2022 the Company entered into a mutual release agreement with the lender to issue 3,000,000 shares of the Company’s common stock in exchange for the settlement of the April 2014 Convertible Note with an outstanding principal balance of $300,000, and the May 2015 above Notes with outstanding principal balances of $100,000, $35,691 and $17,809, together with aggregate outstanding accrued interest as of the date of the transaction of $403,406, and an outstanding accounts payable to the lender totaling $94,500. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.04 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt of $831,406 which is included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.
September 2019 Convertible Notes
On September 26, 2019, the Company issued a convertible note in the amount of $26,239 to an individual lender (the “September 2019 Convertible Notes”). The note had a term of two years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000.
On September 26, 2019, the Company issued another convertible note in the amount of $26,239 to an individual lender. The note was amended multiple times through the years to increase the principal amount of the note to an aggregate of 38,739. The note had a term of five years and carried interest at 10% per annum. The note was convertible into common shares at the lower of (i) $0.25 per share, or (ii) lowest share price of any other financing in excess of $250,000.
On June 10, 2022, the Company entered into a release agreement with the lender to issue to the lender 800,000 of the Company’s common stocks in exchange for the settlement of the “September 2019 Convertible Notes. With the outstanding principal of $26,239 and $38,339, and the February 2020 Note and the March 2014 Note and with outstanding principal balances of $10,500 and $35,926, respectively, together with aggregate outstanding accrued interest as of the date of the transaction in total of $41,045. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.08 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $88,000 included in other income (expenses) within accompanying statement of operations for the year ended December 31, 2022.
| F-44 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 6 – ACCOUNTS PAYABLE
As of December 31, 2023 and 2022, the Company has $601,631 and $539,920 in outstanding accounts payable, respectively.
On September 30, 2022 the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $175,000 in exchange of 750,000 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.17 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $47,500 being included in other income (expenses) within accompanying statement of operation for the year ended December 31, 2023.
On June 15, 2022 and September 30, 2022, the Company entered into the settlement agreement to extinguish outstanding account payable balance in aggregate of $83,350 in exchange of 50,000 shares and 50,000 shares of the Company’s common stock respectively. The fair value of the common stock issued was determined using the stock price as of the dates of the mutual release agreement at $0.04 and $0.17 per share, respectively. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $74,850 being included in other income (expenses) within the accompanying statement of operation for the year ended December 31, 2022.
On July 1, 2022 the Company entered into a settlement agreement to extinguish outstanding account payable balance in aggregate of $47,000 in exchange of 854,546 shares of the Company’s common stock. The fair value of the common stock issued was determined using the stock price as of the date of the mutual release agreement at $0.05 per share. As a result of this transaction the Company recorded a gain on extinguishment of debt for the total amount of $14,293 being included in other income (expenses) within the accompanying statement of operation for the year ended December 31, 2022.
| (Loss) gain on debt extinguishment of: | 12/31/2023 | 12/31/2022 | ||||||
| November 2022 Note | $ | (120,000 | ) | $ | – | |||
| April 2014 convertible Note, May 2015 Notes | – | 831,406 | ||||||
| March 2015 Note and accrued interest | – | 190,374 | ||||||
| Settlement of common stock to be issued | – | 176,600 | ||||||
| Accounts payable | – | 136,643 | ||||||
| February 2020 Note and March 2014 Note | – | 88,000 | ||||||
| Total (loss) gain on debt extinguishment | $ | (120,000 | ) | $ | 1,423,023 | |||
NOTE 7 – COMMON STOCK TO BE ISSUED
As of December 31, 2023 and 2022, the Company’s outstanding liability in connection to common stock to be issued was $41,197 and $30,500, respectively.
The balance of $41,197 common stock to be issued as of December 31, 2023 represents the Company’s obligation to issue 500,000 shares of common stock in connection to the November 1, 2023 Note and 350,000 shares of common stock in connection with legal services provided during the year ended December 31, 2023.
The balance of $30,500 common stock to be issued as of December 31, 2022, represents the Company’s obligation to issue 50,000 shares and 150,000 shares of common stock in connection to the October 2022 and November 2022 Notes, respectively.
| F-45 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 8 – STOCKHOLDERS’ DEFICIT
Authorized
Authorized capital stock consists of 125,000,000 common shares with a par value of $0.001 per share; and 25,000,000 Preferred shares with a par value of $0.001 per share.
Preferred Stock
The Company has designated the issuance of 9,000,000 of Series A Convertible Preferred Stock (the “Series A Convertible Preferred”) and 5,000,000 of Series B Preferred Stock (the “Series B Preferred”). The Series A Convertible Preferred and Series B Preferred stockholders have the following rights and preferences:
Dividends: Series A Convertible Preferred and Series B Preferred stockholders shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
Liquidation Preference: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $0.001 per share (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed to the holders of the Series A Convertible stock and common stock. Then Series B Preferred Stock shall be entitled, before any distribution or payments made upon any common stocks, to be paid on a pro-rata basis the highest of (i) the bid price quoted on a day of liquidation (ii) the price paid for such shares, (iii) the price per share established in any merger agreements (as defined). After the holders of the Series B Preferred Stock is paid in full the remaining assets of the Company may be distributed ratably per share to the holder of common stock.
Voting Rights: Each holder of Series A Convertible Preferred Stock and Series B Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Convertible Preferred Convertible Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Convertible Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Each holder of Series B Preferred Stock shall also be entitled to twenty (20) votes per each share on all votes along with the common stock shareholders.
Conversion Rights: Each share of Series A Convertible Preferred Stock is convertible into 1 share of common stock at the option of the holder thereof. Series B Preferred Stock is not convertible into the Company’s common stock.
As of December 31, 2023 and 2022 there were 4,200,000 and 5,176,000 shares of Series A Convertible Preferred Stock remaining outstanding. As of December 31, 2023 and 2022 there were 3,000,000 shares of Series B Convertible Preferred Stock remaining outstanding. On August 11, 2022, the Company received back a share certificate for 2,000,000 Series B Preferred Stock previously issued per mutual agreement with the shareholder. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the Transfer Agent.
| F-46 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
Common stock issuances
On January 31, 2023 the Company sold 2,000,000 shares of its common stock for cash proceeds of $100,000.
On February 16, 2023 in connection with 2023 APA (see Note 11) the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023 the Company issued additional 2,000,000 shares of common valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent.
On February 28, 2023 the Company issued 2,000,000 shares of Company’s common stock issued to the lender for extinguishment of the November 10, 2022 Note. As a result of this transaction the Company recorded a loss on extinguishment of debt for the total amount of $120,000 being included in other income (expenses) within accompanying statement of operation for the period ended December 31, 2023 (see Note 4).
On March 31, 2023, the Company received back a share certificate for 5,000,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On December 5, 2023, the Company amended the AJB Note to extend the set date pertaining to the Company’s filing of a registration statement to February 1, 2024. For this period of extension, the Company issued to AJB 750,000 shares of common stock for a fair value of $52,500.
During the year ended December 31, 2023, the Company issued an aggregate of 10,137,500 shares of common stock valued at $1,158,440 in connection with the 2023 Promissory Notes issued during the year; see Note 4).
During the year ended December 31, 2023, the Company issued in aggregate 190,000 shares of common stock valued at $16,512 to its employees as compensation for the services performed.
During the year ended December 31, 2023, the Company issued an aggregate of 403,808 shares of common stock valued at $47,375 to its vendor as payment consideration for the services performed.
On February 18, 2022, in connection with 2022 SA with AJB Capital Investments, LLC, the Company issued 3,076,923 shares of common stock as AJB Commitment Shares. The allocated value of the AJB Commitment Shares was $131,307 (see Note 4).
On June 1, 2022, the Company received back a share certificate for 2,050,000 shares of common stock previously issued to the shareholder with a request to outright cancel the shares. No funds were exchanged in connection with this cancellation, and it was cancelled on the books of the Company and on the register with the transfer agent.
On September 30, 2022 and October 3, 2022, the Company issued an aggregate of 100,000 shares of Company’s common stocks in connection with the November 2022 Note. The allocated value of such shares was $13,768. On November 10, 2022 the Company issued 150,000 shares of Company’s common stocks in connection with November 2022 Note. The allocated value of such shares was $14,163.
| F-47 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
During the year ended December 31, 2022, the Company issued in aggregate 1,000,000 shares of common stock valued at $143,500 to its employees as compensation for the services performed.
During the year ended December 31, 2022, the Company issued an aggregate of 133,333 shares of common stock valued at $9,333 to its vendor as payment consideration for the services performed.
During the year ended December 31, 2022 the Company entered into a number of settlement agreements to extinguish outstanding accounts payable balance issuing in aggregate 1,704,546 shares of common stock valued at $180,728 (see Note 4).
During the year ended December 31, 2022 the Company issued in aggregate 8,800,000 shares of common stock valued at $423,988 in connections with extinguishment of notes payable, convertible debt and related accrued interest (see Note 4).
As of December 31, 2023 and 2022, the Company had 89,101,468 and 72,664,160 shares of common stock issued and outstanding.
NOTE 9 – WARRANTS
2023 Warrant grants issued with debt financing
On March 1, 2023, the Company entered into agreement with AJB to amend the AJB 2022 Note extending the maturity date to March 13, 2023 (see Note 4). As a consideration, the Company issued additional 1,500,000 common stock warrants (the “Amended AJB 2023 Warrants”) that (i) have an exercise price of $0.01 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The Amended AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements. The Amended AJB 2023 Warrants were valued as of March 1, 2023 using the Black Scholes Model with assumptions disclosed below. The related debt issuance costs $225,000 in aggregate were amortized over the remaining term of the 2022 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.
On May 5, 2023, the Company entered into a Securities Agreement (the “2023 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2023 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 9,000,000 shares of Common Stock (“AJB 2023 Warrants) (see Note 4).
The AJB 2023 Warrants issued with the note (i) have an exercise price of $0.001 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The AJB 2023 Warrants were valued as of May 5, 2023 using the Black Scholes Model with assumptions disclosed below.
The Company accounted for the 2023 AJB Note and the 2023 AJB Warrants in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The AJB 2023 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying financial statements.
The allocated value of the AJB 2023 Warrants were $219,375 and is accounted for as debt issuance costs and classified within stockholders’ deficit in the accompanying financial statements. The related debt issuance costs $166,381 in aggregate were amortized over the initial term of the 2023 AJB Note and included within the interest expense in the accompanying statement of operation for the year ended December 31, 2023.
| F-48 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
2023 Warrant grants issued in exchange of services
During the year ended December 31, 2023, the Company issued warrants to purchase in an aggregate of 916,456 shares of common stock to its employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $101,829 and recognized as stock compensation expense during the year ended December 31, 2023. The warrants issued with this service agreement (i) have the exercise prices of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
2022 Warrant grants issued with debt financing
On February 18, 2022, the Company entered into a Securities Agreement (the “2022 SA”) with AJB Capital Investments, LLC providing for the issuance and sale by the Company of (i) Promissory Note in the aggregate principal amount of $300,000 (“AJB 2022 Note”), which includes an aggregate $30,000 original issue discount in respect of the Note; (ii) Warrants to purchase an aggregate of 1,000,000 shares of Common Stock (“AJB 2022 Warrants); and (iii) 3,076,923 shares of common stock as commitment fee shares (“AJB Commitment Shares”) (see Note 7). The AJB 2022 warrants issued with the note (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The allocated value of the AJB 2022 Warrants was $42,675 and are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying financial statements.
2022 Warrant grants issued in connections with extinguishment of debt
On June 30, 2022 the Company entered into a release agreement with the lender to issue to the lender 3,200,000 of the Company’s common stocks in exchange for the settlement of the March 2015 Note (see Note 7). As a part of the consideration, the Company granted warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock. Warrants (i) have an exercise price of $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. The warrants were valued as of July 30, 2022 using the Black Scholes Model with the total fair value of the warrant was determined to be $39,988 and charged to operations.
2022 Warrant grants issued in exchange of services
The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. In connection with this agreement, through the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 2,700,000 shares of common stock. On September 20, 2022 the company entered into the amendment of the services agreement issuing additional consideration of in form of warrant to purchase 4,500,000 shares of Company common stock at $0.055 per share issued at the amended date. The warrants issued with this amendment (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $1,070,825 and recognized as stock compensation expense during year ended December 31, 2022.
On May 4, 2022 the company entered into another service agreement issuing a consideration of warrant to purchase 2,200,000 shares of Company common stock at 0.055 per share over the 2022 engagement period. The Company issued the first six months of warrants to purchase 1,100,000 shares of common stock upon executing this agreement, and then additional monthly warrants each month at a rate of 181,818 warrants per month until 2,200,000 warrants have been issued in aggregate. The warrants issued with this service agreement (i) have an exercise price of $0.055 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance with the exception to monthly warrants that non-exercisable or transferrable for six (6) months other than as permitted by FINRA Rule 5110. These warrants were valued as of the date of the grant using the Black Scholes Model with the total fair value of the warrant determined to be $175,956 and recognized as stock compensation expense during year ended December 31, 2022.
| F-49 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 377,273 shares of common stock to vendors for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $49,215 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have an exercise price of $0.055-0.15 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
During the year ended December 31, 2022, the Company issued warrants to purchase in aggregate of 1,250,000 shares of common stock to employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant was determined to be $232,461 and recognized as stock compensation expense during year ended December 31, 2022. The warrants issued with this service agreement (i) have the exercise prices of $0.055 and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
During the year ended December 31, 2023, the Company issued warrants to purchase in aggregate of 916,456 to employees for services performed. The warrants were valued as of the dates of the issuance using the Black Scholes Model with the total fair value of the warrant determined to be $101,829 and recognized as stock compensation expense during the year ended December 31, 2023. The warrants issued with these service agreements have the exercise prices of $0.055, $0.001, and $0.20 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance.
| Weighted | ||||||||||||
| Weighted Ave | Average | |||||||||||
| Average | Contractual | |||||||||||
| Number of | Exercise | Term | ||||||||||
| Warrants | Price | (Years) | ||||||||||
| Balance outstanding at December 31, 2021 | 2,599,000 | $ | 0.05 | 0.96 | ||||||||
| Granted | 13,027,273 | 0.08 | – | |||||||||
| Exercised | – | – | – | |||||||||
| Expired/Canceled | (2,099,160 | ) | (0.05 | ) | – | |||||||
| Balance outstanding at December 31, 2022 | 13,527,113 | $ | 0.05 | 4.39 | ||||||||
| Granted | 10,891,000 | 0.00 | 5.00 | |||||||||
| Exercised | – | – | – | |||||||||
| Expired/Canceled | – | – | – | |||||||||
| Balance outstanding at December 31, 2023 | 24,418,113 | 0.05 | 3.81 | |||||||||
| Exercisable at December 31, 2023 | 24,418,113 | $ | 0.05 | 3.81 | ||||||||
The fair values of warrants granted during 2023 and 2022 were estimated using Black-Scholes option-pricing model with the following assumptions:
| 2023 | 2022 | ||
| Exercise Price | $0.04 -$0.25 | $0.04 -$0.25 | |
| Risk-free interest rates | 1.43% - 4.27% | 1.43% - 4.27% | |
| Expected life (in years) | 5.00 | 5.00 | |
| Expected volatility | 310% - 352% | 310% - 352% | |
| Dividend yield | 0% | 0% |
| F-50 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 10 – INCOME TAXES
At December 31, 2023, the Company has approximately $5,587,000 of net operating loss carryforwards for federal and state tax purposes that may be applied against future taxable income. Of the $5,587,000 of the federal net operating losses, $1,701,000, will begin to expire in 2033 while $3,886,000 will not expire but will be subject to limitation of utilization of 80%. The state net operating losses will begin to expire in the year 2033 if not utilized prior to that date. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $859,000 and $701,000 during the years 2023 and 2022, respectively. The deferred tax assets are approximately $2,344,000 and $1,485,000 at December 31, 2023 and 2022, respectively.
A reconciliation of the statutory U.S. Federal rate to the Company's effective tax rate is as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Federal income tax benefit at statutory rate | 21.00 % | 21.00% | ||||||
| State income tax, net of federal benefits | 5.72 % | 13.49% | ||||||
| Permanent items and other | (0.76)% | 26.80% | ||||||
| Other | 0.05% | –% | ||||||
| Change in valuation allowance | (26.01)% | (61.28)% | ||||||
| Provision from income taxes | – | – | ||||||
The tax effect of temporary differences that gave rise to significant portion of the deferred tax assets / (liabilities) were as follows:
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Net Operating loss carryforwards - Federal | $ | 1,173,470 | $ | 774,050 | ||||
| Net Operating loss carryforwards - State | 331,086 | 218,393 | ||||||
| Stock based compensation | 669,289 | 487,957 | ||||||
| Deferred finance costs | 4,153 | 4,153 | ||||||
| R&D Sec 174 | 163,569 | – | ||||||
| Depreciation | 1,950 | – | ||||||
| Valuation allowance | (2,343,517 | ) | (1,484,552 | ) | ||||
| Net deferred tax assets | $ | – | $ | – | ||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of the deductible temporary difference carryforwards. At this time, based on current facts and circumstances, management believes that is not likely that the Company will realize the benefits for its deferred tax assets, and a valuation allowance has been recorded on the same. Pursuant to the provisions contained in Section 382 of the Internal Revenue Code relating to changes in ownership, net operating losses may be limited in future periods.
| F-51 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
As of the date of this report, the Company has not yet filed its federal and states income tax returns for the years ended December 31, 2023, and 2022. The Company is actively addressing the delay and expects to complete the filing process in the near future. The Company has made reasonable estimates for the provision of income taxes based on the information available and believes that any potential adjustments upon finalization of the tax returns will not materially affect the financial position, results of operations, or cash flows.
The Company does not have any recorded unrecognized tax benefit for uncertain tax positions as of December 31, 2023 and 2022.
NOTE 11 – RELATED PARTY TRANSACTIONS
Due to related parties
As of December 31, 2023, and 2022 the Company had an amount due to a shareholder in the amount of $10,309 and $2,371 as advance payable. This amount does not have specific repayment terms and does not bear interest.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of December 31, 2023 and 2022, no amounts have been accrued related to such indemnification provisions.
From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.
Asset purchase agreement
The Company is a party to amended and restated Assets Purchase Agreement (“2023 APA”) dated February 16, 2023, with individual seller (“Seller”), where for agreed consideration, the company acquired certain patents and the “know-how” required to perform manufacturing process. The Company shall pay to Seller a total of $500,000 in cash upon the (i) $125,000 due upon signing of the agreement, (2) $125,000 to be paid upon Seller’s delivery to the Company of certain testing devices and full and complete written descriptions of the manufacturing, as defined, and (iii) $250,000 achieving at minimum $500,000 in gross revenue from sales for the device. As additional consideration in accordance to 2023 APA, the Company shall issue to Seller shares of its restricted common stock upon the (i) 3,000,000 shares of its common stock upon the execution of the 2023 APA, (ii) 3,000,000 shares of its common stock upon Seller’s completion of Seller’s delivery to the Company a certain number of testing devices, as defined, (iii) 2,000,000 shares of its common stock upon the completion of production of one testing units within the United States, (iv) 1,000,000 shares of its common stock upon the Company attaining gross revenue of $5,000,000 from sales of the units. (V) 2,000,000 shares of its common stock upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. The Company shall pay to Seller 7.5% of net revenues generated by the Company from the 2023 APA for a period of five years beginning on the first day such revenues are realized by the Company. On February 16, 2023 in connection with 2023 APA the Company issued to the Seller 3,000,000 shares of its common stock valued at $360,000 and paid cash consideration of $125,000 upon the execution of the 2023 APA. On April 25, 2023 the Company issued additional 2,000,000 shares of common stock valued at $260,000 upon the issuance of a patent by the US Patent and Trademark Office (“USPTO”) for US Patent. Additional cash consideration of $50,000 was paid to the Seller on November 2, 2023. As of December 31, 2023 and to the date that this report was filed, the Seller has not fulfilled obligations that would further oblige the Company to fulfill further consideration, either for cash, equity, or royalty payments stipulated in the 2023 APA. The value of the consideration paid was recorded within research and development expenses for the year ended December 31, 2023.
| F-52 |
Go Green Global Technologies Corp.
Notes to the Financial Statements
For the Years Ended December 31, 2023 and 2022
NOTE 13 – SUBSEQUENT EVENTS
From January through April 2024, the Company issued a total of 130,000 shares of common stock to employees as compensation for total consideration of $12,865.
From January through April 2024, the Company issued a total of 352,745 shares of common stock to vendors for legal and professional services rendered for total consideration of $38,692.
On January 1, 2024, the Company issued 125,000 shares of common stock to the January 2023 and November 17, 2023 noteholder in connection with a promissory note.
On January 2, 2024, the Company extended its promissory note for $45,000 with the October 2023 noteholder for an additional 30 days, with the new date of maturity being February 1, 2024.
On January 12, 2024, the Company extended its March 9, 2023 promissory note for $150,000 with Note for an additional 30 days, with the new date of maturity being February 11, 2024. The extension granted a fixed interest payment of $3,000 due on maturity, with no additional shares issued as consideration for the extension.
On February 1, 2024, the Company entered into a Conversion, Cancellation and Consolidation Agreement with the January, March, and December 2023 Noteholder to cancel their outstanding promissory notes, convert a portion of their outstanding principal into common shares, and consolidate the remaining principal into a single note. At the time of the Agreement, the lender had $230,000 in outstanding principal. The Lender agreed to convert $150,000 of outstanding principal to shares at $0.10 for a total of 1,500,000 shares of common stock. The remaining $80,000 of principal was placed into a 10-month note, maturing on November 1, 2024. The principal bears interest at 10%. As consideration for this agreement, the Lender was issued 350,000 shares of common stock at the FV price of $0.07 and issued a warrant to purchase 1,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term.
On February 1, 2024, the Company entered into a Cancellation and Consolidation Agreement with the November 2022, January 2023, and November 2023 Noteholder to cancel their outstanding promissory notes, consolidating the total principal of $217,525 into one six-month note, maturing on August 1, 2024. The principal bears interest at 10%. For consideration of this agreement, the Lender was issued 470,000 shares of common stock and issued a warrant to purchase 2,000,000 shares of common stock, priced at $0.15 with a cashless exercise and three-year expiration term.
On February 13, 2024, the Company entered into a Securities Purchase Agreement to sell 1,000,000 shares of common stock at $0.15 per share.
On April 2, 2024, the Company entered into a 30-day promissory note with the November 2022, January 2023, and November 2023 noteholder for $45,000. The note bears interest at 10% per annum. As consideration for this note, the noteholder was issued 200,000 shares of common stock at the FV price of $0.12.
On April 22, 2024, the Company entered into a Ninety-Day Promissory Note with the lender for $30,000.00. The Note bears interest at 12% per annum, with a fixed interest payment of $900.00 due at the repayment of the Note.
On April 26, 2024, the Company amended its article of incorporation increasing the number of common stock shares authorized from 125,000,000 to 500,000,000.
On May 1, 2024, the Company issued 300,000 of common stock to the noteholder pursuant to the terms of the April 2, 2024 Thirty-Day Promissory Note for failure to pay the principal at maturity. The maturity date of this note has been extended to June 30, 2024.
On May 2, 2024, the Company issued 64,784 shares of common stock to vendor in connection to professional services.
| F-53 |
Up to 13,171,136 Shares of Common Stock
Up to 22,600,000 Shares of Common Stock Issuable Upon Exercise of Warrants
PROSPECTUS
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the SEC. We will bear all of the costs incurred in connection with this registration statement.
| Amount | ||||
| SEC registration fee | $ | 85.91 | * | |
| Accountants’ fees and expenses | 90,000.00 | * | ||
| Legal fees and expenses | 60,000.00 | |||
| Printing and engraving expenses | 3,650.00 | * | ||
| Miscellaneous | 0.00 | |||
| Total expenses | $ | 153,735.91 | * | |
*Amount indicated is an estimate.
Item 14. Indemnification of Directors and Officers.
According to Nevada law, our Directors and executive officers may be individually liable for damages resulting from their act or failure to act in their respective capacities if i) the presumption is rebutted that they act in good faith, on an informed basis and with a view to the interests of the corporation, and ii) the Director or executive officer’s act or failure to act constituted a breach of his or her fiduciary duties as a Director or officer; and such breach involved intentional misconduct, fraud or a knowing violation of law.
Under Nevada law, we may generally indemnify a director or officer against liability incurred in a proceeding if he or she acted in good faith and believed that his or her conduct was in our best interest and that he or she had no reason to believe his or her conduct was unlawful. We may not indemnify a Director or officer if the person was adjudged liable to us or in the event it is adjudicated that the Director or officer received an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
| II-1 |
Item 15. Recent Sales of Unregistered Securities.
Set forth below are our issuances of unregistered securities within the past three (3) years.
On November 30, 2024, we issued 400,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.05 per share.
On November 19, 2024, we issued 500,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.
On November 5, 2024, we issued 6,627 shares of Common Stock to Bunker Hill Holdings LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.05 per share.
On November 1, 2024, we issued 875,000 shares of Common Stock to Michael Tavolacci, who we reasonably believed to be an accredited investor, in connection with his Employment Agreement with us. The shares were issued at $0.05 per share.
On November 1, 2024, we issued the November 2024 AJB Note to AJB Capital, who we reasonably believed to be an accredited investor. The November 2024 AJB Note accrues interest at a rate of 12% per annum, which interest is due and payable on the maturity date of December 31, 2024.
On October 21, 2024, we issued 50,000 shares of Common Stock to Cortiera LLC, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.08 per share.
On October 10, 2024, we issued 8,156 shares of Common Stock to Bunker Hill Holdings LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.07 per share.
On October 1, 2024, we issued 9,670 shares of Common Stock to Bunker Hill Holdings LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.08 per share.
On October 1, 2024, we issued 85,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection with his Director Agreement with us. The shares were issued at $0.08 per share.
On October 1, 2024, we issued 400,000 shares of Common Stock to David Zevetchin who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.08 per share.
On August 15, 2024, we issued 270,000 shares of Common Stock to Nobadeer Ventures. LLC, who we reasonably believed to be an accredited investor, in connection to a debt release agreement. The shares were issued at $0.09 per share.
| II-2 |
On August 6, 2024, we issued 500,000 shares of Common Stock to AJB Capital, who we reasonably believed to be an accredited investor, as commitment shares for a promissory note we issued to AJB Capital. The shares were issued at $0.09 per share.
On August 6, 2024, we issued a promissory note in the amount of $90,000 to AJB Capital. This promissory note bears interest at a rate of 12% per annum and its maturity date is on February 6, 2025.
On July 21, 2024, we issued 50,000 shares of Common Stock to Cortiera LLC, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.12 per share.
On July 8, 2024, we issued 300,000 shares of Common Stock to David Zevetchin who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.12 per share.
On July 8, 2024, we issued a total of 26,593 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.12 per share.
On July 8, 2024, we issued 85,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The shares were issued at $0.12 per share.
On July 3, 2024, we issued 100,000 shares of Common Stock to Mike Casson, who we reasonably believed to be an accredited investor, in connection to an invoice received for professional services. The shares were issued at $0.12 per share.
On July 3, 2024, we issued 200,000 shares of Common Stock to Michael Delaney, who we reasonably believed to be an accredited investor, pursuant to the Distribution Agreement. The shares were issued at $0.12 per share.
On July 3, 2024, we issued 200,000 shares of Common Stock to Robyn Fayle, who we reasonably believed to be an accredited investor, pursuant to the Distribution Agreement. The shares were issued at $0.12 per share.
On June 17, 2024, we issued 100,000 shares of Common Stock to Mike Casson, who we reasonably believed to be an accredited investor, in connection to an invoice received for professional services. The shares were issued at $0.10 per share.
On June 14, 2024, we issued 450,000 shares of Common Stock to The CFO Squad, LLC, who we reasonably believed to be an accredited investor, in connection to a debt release agreement. The shares were issued at $0.10 per share.
On June 7, 2024, we issued 1,500,000 shares of Common Stock to AJB Capital, who we reasonably believed to be an accredited investor, as consideration for extension of the maturity date of the 2023 AJB Note. The shares were issued at $0.13 per share.
On May 2, 2024, we issued 64,784 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.08 per share.
| II-3 |
On April 2, 2024, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.12 per share. An additional 300,000 shares of Common Stock were issued at $0.08 per share on May 1, 2024.
On April 2, 2024, we issued a promissory note to David Zevetchin, who we reasonably believed to be an accredited investor, in the principal amount of $45,000. This promissory note bears interest at a rate of 10% per annum. As of the date of this prospectus, the maturity date of this promissory note is September 28, 2024, beyond which date we agreed to issue 200,000 shares of Common Stock to David Zevetchin for every 30 days payment remains outstanding.
On February 29, 2024, we issued 20,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The shares were issued at $0.10 per share. An additional 20,000 shares were issued on March 31, 2024 at a price of $0.12 per share.
On February 16, 2024, we issued 100,000 shares of Common Stock to Richard and Kathryn Krill, who we reasonably believed to be accredited investors, in connection with legal services provided to us. The shares were issued at $0.11 per share.
On February 16, 2024, we issued 200,000 shares of Common Stock to Nick Clevenger, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share.
On February 16, 2024, we issued 50,000 shares of Common Stock to Michael Morfit, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share.
On February 13, 2024, we issued 1,000,000 shares of Common Stock to Diane Zizzadoro, who we reasonably believed to be an accredited investor, in connection with a Securities Purchase Agreement with us. The shares were issued at $0.15 per share.
On February 4, 2024, we issued 2,745 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.07 per share.
On February 1, 2024, we issued 350,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.07 per share. An additional 1,500,000 shares of Common Stock were issued at $0.10 on February 1, 2024 in connection with settlement of short-term debt with us.
On February 1, 2024, we issued a promissory note to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, in the principal amount of $80,000. This promissory note bears interest at a rate of 10% per annum and has a maturity date of November 1, 2024.
On February 1, 2024, we issued 470,000 shares of Common Stock to David Zevetchin who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.
On January 31, 2024, we issued 20,000 shares of Common Stock to Dennis Beckert who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. The shares were issued at $0.07 per share.
On January 1, 2024, we issued 12,500 shares of Common Stock to Hattie Corrine Couch who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.10 per share. An additional 12,500 shares of Common Stock were issued on February 1, 2024 at a share price of $0.07 per share.
On December 20, 2023, we issued 225,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.07 per share.
On December 5, 2023, we issued 750,000 shares of Common Stock to AJB Capital Investments LLC, who we reasonably believed to be an accredited investor, in connection to an amendment to that May 2023 financing note. The shares were issued at $0.10 per share.
| II-4 |
On November 30, 2023, we issued 20,000 shares of Common Stock to Dennis Beckert, who we reasonably believed to be an accredited investor, in connection to his agreement as an independent director on the Board of Directors. An additional 45,000 shares of Common Stock have been issued to date in connection with this agreement. The November 30, 2023 shares of Common Stock were issued at $0.11 per share, with an additional 20,000 shares of Common Stock issued on December 31, 2023 and an additional 25,000 shares of Common Stock issued on January 1, 2024 at a share price of $0.10 and $0.10 respectively.
On November 17, 2023, we issued 187,500 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. The shares were issued at $0.11 per share.
On November 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.14 per share.
On November 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in connection to a short-term loan with us. An additional 250,000 shares of Common Stock have been issued to date in connected to this note. The Common Stock issued on November 1, 2023 were issued at $0.14 per share. The additional 125,000 shares of Common Stock issued on December 1, 2023 and January 1, 2024, issued at $0.10 per share, and $0.10 per share respectively.
On October 6, 2023, we issued 650,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.13 per share.
On October 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date for a short-term loan with us. The shares were issued at $0.14 per share.
On September 30, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.14 per share.
On September 27, 2023, we issued 200,000 shares of Common Stock to Benjamin Wurts, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date from a short-term loan with us. The shares were issued at $0.14 per share.
On September 12, 2023, we issued 600,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.07 per share.
On September 6, 2023, we issued 200,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.11 per share.
On September 6, 2023, we issued 75,000 shares of Common Stock to Benjamin Wurts, who we reasonably believed to be an accredited investor, in connection with a short-term loan with us. The shares were issued at $0.11 per share.
On September 4, 2023, we issued 850,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On September 1, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
| II-5 |
On August 31, 2023, we issued 350,000 shares of Common Stock to Nobadeer Ventures LLC in connection with our capital structure. The shares were issued at $0.12 per share.
On August 31, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On August 12, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.07 per share.
On August 7, 2023, we issued 200,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.08 per share.
On August 5, 2023, we issued 200,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.08 per share.
On August 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On August 1, 2023, we issued 220,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date and the increase of principal on a short-term loan with us. The shares were issued at $0.11 per share.
On August 1, 2023, we issued 1,944 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.11 per share.
On July 12, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.10 per share.
On July 8, 2023, we issued 150,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date of a short-term loan we have with him. The shares were issued at $0.09 per share.
On July 5, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date of a short-term loan we have with him. The shares were issued at $0.15 per share.
On July 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.
On July 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date and the increase of principal on a short-term loan with us. The shares were issued at $0.09 per share.
| II-6 |
On June 12, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.16 per share.
On June 7, 2023, we issued 200,000 common shares to Teresa Mannello in connection with the conversion of 200,000 Preferred A shares to common shares. The share exchange was an even swap.
On June 2, 2023, we issued 200,000 common shares to John Gagas in connection with the conversion of 200,000 Preferred A shares to common shares. The share exchange was an even swap.
On June 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.
On June 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.09 per share.
On May 31, 2023, we issued 198,000 shares of Common Stock to Richard Zannotti in connection with the conversion of 198,000 shares of Series A Preferred Stock to Common Stock. The share exchange was an even swap.
On May 12, 2023, we issued 125,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On May 5, 2023, the Company issued 198,000 shares of Common Stock to Gary Gauer in connection with the conversion of 198,000 shares of Series A Preferred Stock to Common Stock. The share exchange was an even swap.
On May 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On May 1, 2023, we issued 200,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On April 25, 2023, we issued 2,000,000 shares of Common Stock to Salvatore Mario Pandolfo, who we reasonably believed to be an accredited investor, in connection to the Amended and Restated Asset Purchase Agreement. The shares were issued at $0.12 per share.
On April 13, 2023, we issued 5,833 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.12 per share.
On April 12, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
| II-7 |
On April 9, 2023, we issued 550,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.
On April 6, 2023, we issued 550,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.
On April 2, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On April 1, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On March 9, 2023, we issued 250,000 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.
On March 6, 2023, we issued 250,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.
On March 2, 2023, we issued 3,403 shares of Common Stock to Bunker Hill Holdings, LLC, who we reasonably believed to be an accredited investor, in connection with legal services provided to us. The shares were issued at $0.108 per share.
On February 28, 2023, we issued 2,000,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, at a price of $0.05 per share on the conversion of loans totaling $100,000.
On February 16, 2023, we issued 125,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.12 per share.
On February 16, 2023, we issued 3,000,000 shares of Common Stock to Salvatore Mario Pandolfo, wo we reasonably believed to be an accredited investor, in connection to the Amended and Restated Asset Purchase Agreement The shares were issued at $0.12 per share.
On February 10, 2023, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.13 per share.
On January 31, 2023, we issued 150,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, as partial inducement to enter into a short-term note with us. The shares were issued at $0.12 per share.
On January 31, 2023, we sold 2,000,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, at a price of $0.05 per share.
On January 27, 2023, we issued 80,000 shares of Common Stock to Marianne Ligozio pursuant to the conversion of 80,000 shares of Series A Preferred Stock to shares of Common Stock. The share exchange was an even swap.
| II-8 |
On January 26, 2023, we issued 100,000 shares of Common Stock to Geoffrey Grzywinski pursuant to the conversion of 100,000 Series A Preferred Stock to shares of Common Stock. The share exchange was an even swap.
On January 12, 2023, we issued 125,000 shares of Common Stock to David Zevetchin as partial inducement to enter into a short-term note with us. The shares were issued at $0.17 per share.
On January 12, 2023, we issued 125,000 shares of Common Stock to Joseph Zizzadoro as consideration for his extension of the expiration date on a short-term loan with us. The shares were issued at $0.17 per share.
On January 3, 2023, we issued 12,500 shares of Common Stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services to us as Chief Operating Officer, pursuant to the terms of her independent contractor agreement with us. The shares were issued at a price of $0.15 per share.
On December 10, 2022, we issued 150,000 shares of Common Stock to Joseph Zizzadoro, who we reasonably believed to be an accredited investor, as consideration for his agreement to extend the maturity date on a short-term promissory note with us.
On December 1, 2022, we issued 200,000 shares of Common Stock to Hattie Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for her services, pursuant to the terms of our independent consultant agreement with her. The shares were issued at a price of $0.15 per share.
On December 1, 2022, we issued 150,000 shares of Common Stock to Erwin Vahlsing, Jr. as compensation for prior work performed for us. The shares were issued at a price of $0.15 per share.
On November 10, 2022, we issued 150,000 shares of Common Stock to Joseph Zizzadoro as partial inducement to enter into a short-term note with us. The shares were issued at $0.11 per share.
On October 27, 2022, we issued 250,000 shares of Common Stock to Corrine Couch, who we reasonably believed to be an accredited investor, as compensation for the services she would provide to us as Chief Operating Officer. The shares were issued at a price of $0.15 per share.
On September 30, 2022, we sold 750,000 shares of Common Stock to David Zevetchin, who we reasonably believed to be an accredited investor, in settlement of $175,000 of accounts payable. The shares were issued at $0.233 per share.
On September 30, 2022, we issued 50,000 shares of Common Stock to John Iarusso, who we reasonably believed to be an accredited investor, in settlement of $42,675 of accounts payable. The shares were issued at $0.8535 per share.
On September 17, 2022, we issued 50,000 shares of Common Stock to David Zevetchin as partial inducement to enter into a short-term note with us. The shares were issued at $0.05 per share.
On August 1, 2022, we issued 200,000 shares of Common Stock to Hattie Corrine Couch for services rendered to us as a consultant. The shares were issued at a price of $0.15 per share.
On July 1, 2022, we issued 854,546 shares of Common Stock to Nobadeer Ventures LLC, an entity which we reasonably believed was an accredited investor, in settlement of $47,000 of accounts payable. The shares were issued at $0.055 per share.
On June 30, 2022, we issued 1,800,000 shares of Common Stock to Xavier Mimaud, who we reasonably believed to be an accredited investor, in settlement of $248,600 of stock to be issued liability. The shares were issued at $0.14 per share.
On June 30, 2022, we issued 3,200,000 shares of Common Stock to Adam and Paul Cavise, who we reasonably believed to be accredited investors, in settlement of $358,432 of notes and accrued interest. The shares were issued at $0.11 per share.
| II-9 |
On June 30, 2022, we issued 50,000 shares of Common Stock to John Iarusso, who we reasonably believed to be an accredited investor, in settlement of $42,675 of accounts payable. The shares were issued at $0.8535 per share.
On June 30, 2022, we issued 800,000 shares of Common Stock to Debourah Mattatall, who we reasonably believed to be an accredited investor, in settlement of $148,331 of notes, and accrued interest held personally and by her companies, Epworth Corp. and Harris-Lake Inc. The shares were issued at $0.19 per share.
On June 30, 2022, we issued 3,000,000 shares of Common Stock to Mark and Michael Del Priore, who we reasonably believed to be accredited investors, in settlement of $950,966 of notes, accrued interest, and accounts payable. The shares were issued at $0.32 per share.
On May 1, 2022, we issued 100,000 shares of Common Stock to Hattie Corrine Couch, for consulting services rendered to us. The shares were issued at a price of $0.15 per share.
On April 11, 2022, we issued 133,333 shares of Common Stock to Ryan Ebner, who we reasonably believed to be an accredited investor, a consultant and accredited investor, for services rendered to us. The shares were issued at a price of $0.15 per share.
On March 3, 2022, we issued 100,000 shares of Common Stock to Hattie Corrine Couch for consulting services rendered to us. The shares were issued at a price of $0.15 per share.
On February 18, 2022, we issued 3,076,923 shares of Common Stock to AJB Capital, an accredited investor, as collateral for the potential conversion of a note of even date issued by AJB Capital. The shares were issued at $0.133 per share.
In August 2021, we issued 500,000 shares of Common Stock to Erwin Vahlsing, Jr., our former Director and Chief Financial Officer, for services he rendered to us as Chief Financial Officer. The shares were issued at a price of $0.02 per share.
| (b) | Warrants. |
On February 1, 2024, we issued warrants to David Zevetchin to purchase 2,000,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.
On February 1, 2024, we issued warrants to Joseph Zizzadoro to purchase 1,000,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.
On February 15, 2024, we issued warrants to Nate Apgar to purchase 20,000 shares of the Company’s common stock for professional services. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.
On February 29, 2024, we issued warrants to Joseph Zizzadoro to purchase 220,000 shares of the Company’s common stock as repayment consideration in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.
On August 1, 2024, we issued warrants to David Zevetchin to purchase 450,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.
On November 1, 2024, we issued warrants to Joseph Zizzadoro to purchase 200,000 shares of the Company’s common stock in connection with his Cancellation and Consolidation Agreement. The warrants (i) have an exercise price of $0.10 per share; (ii) have a term of 3 years from the issuance date; and (iii) became exercisable immediately upon issuance.
| II-10 |
2023 Bridge Financing
On May 5, 2023, in addition to the 2023 AJB Note, we issued the 2023 Warrants to AJB Capital, which entitled the holder to purchase up to 9,000,000 shares of the Common Stock at an exercise price of $0.001 per share. The 2023 Warrants were exercisable any time after the date of issuance until exercised in full.
On November 21, 2024, we entered into the Second Amendment to the 2023 AJB Note, we issued the 2024 Warrants to AJB Capital, which entitled the holder to purchase up to 1,500,000 shares of Common Stock at an exercise price of $0.001 per share. The 2024 Warrants were exercisable any time after the date of issuance until exercised in full.
Our aggregate gross proceeds from the 2023 Bridge Financing were $270,000, which we used to pay for general operating costs and auditing and attorney’s fees pertaining to the filing of this registration statement.
2022 Bridge Financing
On February 18, 2022, in addition to the 2022 AJB Note, we issued the 2022 Warrants to AJB Capital in connection with that certain 2022 AJB Note (as defined below), to purchase up to 2,500,000 shares of Common Stock at an exercise price of $0.20 per share, with a 5-year exercise period. The number of shares underlying the 2022 Warrants and exercise price of the 2022 Warrants were subject to adjustment as provided therein.
Pursuant to the 2022 Bridge Financing Amendment, we entered into the 2022 AJB Note Amendment, which, amongst other things, (i) extended the maturity date of the 2022 AJB Note and (ii) provided for our payment of $150,000 of the aggregate principal and interest due on the 2022 AJB Note by a date certain specified within the 2022 AJB Note Amendment, and (iii) waived certain events of default under the 2022 AJB Note. We also entered into that certain Amended and Restated Common Stock Purchase Warrant with AJB dated March 1, 2023, which changed the exercise price of the 2022 Warrants to $0.01 and the aggregate number of shares of Common Stock underlying the 2022 Warrants to 2,500,000.
Our aggregate gross proceeds from the 2022 Bridge Financing were $270,000, which we used to pay for general operating costs.
The issuance of the securities listed above were deemed exempt from registration under Regulation D, in that the issuance of the securities were made to an accredited investor and did not involve a public offering. AJB Capital represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Warrants issued to AGES
We previously entered into the 2021 Engagement Letter with AGES, an investment bank and accredited investor, to act as our non-exclusive financial advisor with respect to certain Proposed Offerings. Pursuant to the 2021 Engagement Letter’s financial advisory payment provision, we issued multiple warrants from 2022 to 2023 as partial consideration for AGES’s services. Each of these warrants had a five-year exercise period after issuance and an exercise price of $0.055 per share of Common Stock underlying each warrant. The number of shares of Common Stock underlying these warrants issued pursuant to this financial advisory payment provision totaled 2,700,000.
The 2021 Engagement Letter’s warrant compensation provision also stipulated that we were to issue common stock purchase warrants with underlying shares of Common Stock equal to 4% of the total number of shares of Common Stock sold in a Proposed Offering. Pursuant to this warrant compensation provision, in 2022 we issued to AGES several warrants with a five-year exercise period and an exercise price of $0.055 per share of Common Stock underlying each warrant, which warrants covered, in the aggregate, 327,273 shares of Common Stock.
We entered into the 2022 Engagement Letter, which provided for, among other things, AGES’s serving as financial advisor to our future merger and acquisitions transactions and customer relationships. The financial advisory payment provision of the 2022 Engagement Letter stipulated that we would issue warrants to AGES with five-year exercise periods, and with exercise prices of $0.055 per share of Common Stock. The number of shares of Common Stock underlying the warrants we issued pursuant to this payment provision totaled 2,200,000.
We entered into the Amended 2021 Engagement Letter, which amended certain terms of the 2021 Engagement Letter. Pursuant to the Amended 2021 Engagement Letter, among other things, we would additionally issue to AGES warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $0.055 per share.
| II-11 |
We entered into the Second Amended 2021 Engagement Letter, which amended certain terms of the 2021 Engagement Letter. Pursuant to the Second Amended 2021 Engagement Letter, among other things, and in addition to those warrants we agreed to issue pursuant to the 2021 Engagement Letter and Amended 2021 Engagement Letter, we would issue to AGES an increased number of warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $0.055 per share.
In 2023, with our consent, AGES assigned a certain number of warrants issued pursuant to the 2021 Engagement Letter, Amended 2021 Engagement Letter, Second Amended 2021 Engagement Letter, and 2022 Engagement Letter to those Selling Shareholders identified in the “Selling Shareholders” section.
Warrants issued as compensation and in settlement of liabilities
On June 30, 2022, we issued warrants to Paul Cavise, who we reasonably believed to be an accredited investor, in settlement of our outstanding loans and accrued consulting fees. These warrants have a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.
In 2022, we issued several warrants to Nathaniel Apgar, who we reasonably believed to be an accredited investor, as partial consideration of the consulting services he provided to us. These warrants have a five-year exercise period and an exercise price $0.15. The number of shares of Common Stock underlying these warrants total 50,000.
On November 1, 2022, we issued a warrant to Erwin Vahlsing, Jr., who we reasonably believed to be an accredited investor, for prior services rendered to us in his former positions as our Director and Chief Financial Officer. This warrant has a five-year exercise period and an exercise price $0.20. The number of shares of Common Stock underlying these warrants total 1,000,000.
On December 31, 2022, we issued a warrant to Erwin Vahlsing, Jr., who we reasonably believed to be an accredited investor, pursuant to his separation agreement with us. This warrant has a five-year exercise period and an exercise price of $0.20. The number of shares of Common Stock underlying these warrants total 250,000.
(c) Notes.
On June 9, 2021, we issued that certain convertible promissory note to Westmount Park Investments Inc. (“WPI”), which we reasonably believed to be an accredited investor, in the principal amount of $52,500, a two-year maturity date, and 10% interest rate (the “WPI Note”). The WPI Note allowed for conversion at the option of the holder for the total amount outstanding on the note into Common Stock at $0.025 per share. The WPI Note also permitted WPI to, at its option and in addition to conversion into Common Stock, convert the total amount outstanding on the note into warrants to purchase our Common Stock, each with an exercise price of $0.05 per share of Common Stock underlying the warrant. We repaid the WPI Note in full in April 2022.
The issuance of the WPI Note was deemed exempt from registration under Rule 506(b) of Regulation D, in that the issuance of the note was made to an accredited investor and did not involve a public offering. WPI represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this Item.
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.
| II-12 |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
| II-13 |
(5) That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| II-14 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut on the 14th day of January 2025.
| GO GREEN GLOBAL TECHNOLOGIES CORP. | ||
| By: | /s/ Danny G. Bishop | |
| Danny G. Bishop | ||
President and Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Capacity in Which Signed | Date | ||
| /s/ Danny G. Bishop | President, Chief Executive Officer, Chief Financial Officer, and Director | January 14, 2025 | ||
| Danny G. Bishop | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Hattie Corrine Couch | Chief Operating Officer and Director | January 14, 2025 | ||
| Hattie Corrine Couch | ||||
| /s/ John E. D’Alessandro | Director | January 14, 2025 | ||
| John E. D’Alessandro, Jr. | ||||
| /s/ Dennis Beckert | Director | January 14, 2025 | ||
| Dennis Beckert | ||||
| II-15 |
EXHIBIT INDEX
__________________
| * | Filed previously. | |
| ** | Filed herewith. | |
| + | Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
| II-16 |
Exhibit 4.3
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
| Principal Amount: US$90,000.00 | Issue Date: August 6, 2024 |
Purchase Price: US$81,000.00
PROMISSORY NOTE
FOR VALUE RECEIVED, GO GREEN GLOBAL TECHNOLOGIES CORP., a Nevada corporation (hereinafter called the “Borrower”) (Trading Symbol: GOGR), hereby promises to pay to the order of AJB Capital Investments LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of US$90,000.00 (the “Principal”) together with guaranteed interest (the “Interest”) on the Principal balance hereof in the amount of twelve percent (12%) (the “Interest Rate”) per calendar year from the date hereof (the “Issue Date”). All Principal and Interest owing hereunder, along with any and all other amounts, shall be due and owing on February 6, 2025 (the “Maturity Date”). Interest shall accrue on a monthly basis and is payable on the Maturity Date or upon acceleration or by prepayment or otherwise. For the avoidance of doubt, the payment of all Principal and Interest shall be due on the Maturity Date. This Note may be prepaid in whole or in part as set forth herein. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid (the “Default Interest”). Default Interest shall commence accruing upon an Event of Default and shall be computed on the basis of a 360-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock of the Borrower, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).
This Note carries an original issue discount of $9,000 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $81,000 computed as follows: the Principal Amount minus the OID.
This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
The following terms shall also apply to this Note:
ARTICLE I. CONVERSION RIGHTS
1.1 Conversion Right. The Holder shall have the right from time to time only following an Event of Default, and ending on the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.
| 1.2 | Conversion Price. |
Calculation of Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall equal the lowest trading price (i) during the previous twenty (20) Trading Day period ending on the Conversion Date, or (ii) during the previous twenty (20) Trading Day period ending on date of this Note. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. At any time beginning on the date that is one hundred eighty-one (181) days from the Issue Date, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes until DWAC delivery becomes available. At any time beginning on the date that is one hundred eighty-one (181) days from the Issue Date, if in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note until such chill is lifted. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date (other than as a result of the Holder’s status as an affiliate of the Company), an additional 15% discount will be attributed to the Conversion Price. If the trading price cannot be calculated for such security on such date in the manner provided above, the trading price shall be the fair market value as mutually determined by the Borrower and the Holder. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB Market (the “OTCQB”) or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.
| 2 |
While this Note is outstanding, each time any third party has the right to convert monies owed to that third party into Common Stock (or receive shares pursuant to a settlement or otherwise), including but not limited to under a 3(a)(9) Transaction and a 3(a)(10) Transaction (each as defined below), at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Holder, in Holder’s sole discretion, may utilize such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. While this Note is outstanding, each time any third party has a look back period greater than the look back period in effect under the Note at that time, including but not limited to under a 3(a)(9) Transaction and 3(a)(10) Transaction, then the Holder, in Holder’s sole discretion, may utilize such greater number of look back days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder within one (1) business day of becoming aware of any event that could permit the Holder to make any adjustment described in the two immediately preceding sentences.
(a) Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.
(b) Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 4.13.
If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then the Conversion Price hereunder shall equal such par value for such conversion and the Conversion Amount for such conversion shall be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been subject to the minimum price set forth in this Section 1.2(c).
1.3 Authorized Shares. The Borrower covenants that during the period while any outstanding balance is owing hereunder or any conversion of the Note is available, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved up to four (4) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 3(d) of the Purchase Agreement. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless of any prior conversions.
| 3 |
If, at any time the Borrower does not maintain or replenish the Reserved Amount as required hereunder within three (3) business days of the request of the Holder, the principal amount of the Note shall increase by Five Thousand and No/100 United States Dollars ($5,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) per occurrence.
| 1.4 | Method of Conversion. |
(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after an Event of Default, by (A) submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.
(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.
(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.
(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.
(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 11:59 p.m., New York, New York time, on such date.
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(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.
(g) DTC Eligibility & Market Loss. If the Borrower fails to maintain its status as “DTC Eligible” for any reason, the principal amount of the Note shall increase by Five Thousand and No/100 United States Dollars ($5,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) and the Conversion Price shall be redefined to mean seventy percent (70%) multiplied by the Conversion Price, subject to adjustment as provided in this Note.
(h) Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $1,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue Date). Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(h) are justified.
(i) Rescindment of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of Conversion, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of the Borrower’s Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if OTC Markets changes the Borrower’s designation to ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones), ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion (“Rescindment”) with a “Notice of Rescindment.”
1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or other applicable exemption or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Holder who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
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“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be reasonably accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.
| 1.6 | Effect of Certain Events. |
(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.
(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to its complete conversion, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof; except that, anything to the contrary in the preceding sentence notwithstanding, if the Company at any time while this Note is issued and outstanding and prior to its complete conversion combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, no adjustments to the Conversion Price or number of shares issuable upon the conversion of this Note shall be made hereunder. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, fifteen (15) days prior written notice (but in any event at least ten (10) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.
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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.
(d) Adjustment Due to Dilutive Issuance. If, at any time when the Note is issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, except for shares of Common Stock issued in an Exempt Issuance (as defined in the Purchase Agreement), any shares of Common Stock for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.
The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than in an Exempt Issuance), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
(e) Purchase Rights. If, at any time when the Note is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
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(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.
1.7 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.
1.8 Prepayment. The Borrower may at any time pay or prepay all or any portion of the amounts outstanding hereunder by making a payment to the Holder of an amount in cash equal to the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any.
ARTICLE II. CERTAIN COVENANTS
2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.
2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.
2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note, or (d) borrowings which are expressly subordinated to this Note.
2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets shall be conditioned on a specified use of the proceeds towards the repayment of this Note.
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2.5 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.
2.6 Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars $15,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.
2.7 Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimal assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.
2.8 Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.
ARTICLE III. EVENTS OF DEFAULT
If any of the following events of default (each, an “Event of Default”) shall occur:
3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such failure continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.2 Conversion and the Shares. The Borrower (i) fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iv) fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion, (v) fails to remain current in its obligations to its transfer agent, (vi) causes a conversion of this Note to be delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent, (vii) fails to repay Holder, within forty eight (48) hours of a demand from the Holder, any amount of funds advanced by Holder to Borrower’s transfer agent in order to process a conversion, (viii) fails to reserve sufficient amount of shares of common stock to satisfy the Reserved Amount at all times, (ix) fails to provide a Rule 144 opinion letter from the Borrower’s legal counsel to the Holder, covering the Holder’s resale into the public market of the respective conversion shares under this Note, within two (2) business days of the Holder’s submission of a Notice of Conversion to the Borrower (provided that the Holder must request the opinion from the Borrower at the time that Holder submits the respective Notice of Conversion and the date of the respective Notice of Conversion must be on or after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note), and/or (x) an exemption under Rule 144 is unavailable for the Holder’s deposit into Holder’s brokerage account and resale into the public market of any of the conversion shares under this Note at any time after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note (other than as a result of Holder’s status as an affiliate of the Borrower).
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3.3 Failure to Register Commitment Fee Shares. The Borrower fails to register the Commitment Fee Shares as required by the Purchase Agreement.
3.4 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of seven (7) calendar days after written notice thereof to the Borrower from the Holder.
3.5 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
3.6 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or commence proceedings for its dissolution, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed for the Borrower or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment.
3.7 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
3.8 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under international, federal or state laws as applicable.
3.9 Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on at least one of the OTC Pink, OTCQB, OTCQX, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange and such failure continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.10 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.
3.11 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.12 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.
3.13 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), or any disposition or conveyance of any material asset of the Borrower.
3.14 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
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3.15 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.
3.16 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.
3.17 Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTC Pink, OTCQB, OTCQX, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days.
3.18 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined herein), after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder (and any affiliate of the Holder) or any other third party, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the agreements and instruments defined as the Transaction Documents. The loan transaction pursuant to this Note will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.
3.19 Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB, OTCQX, or an equivalent replacement exchange) and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.20 OTC Markets Designation. OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.21 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.
3.22 Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account (in each case, other than as a result of Holder’s status as an affiliate of the Borrower).
3.23 Delisting or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any level of the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
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3.24 UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3 OF THIS NOTE, THE NOTE SHALL BECOME IMMEDIATELY AND AUTOMATICALLY DUE AND PAYABLE WITHOUT DEMAND, PRESENTMENT, OR NOTICE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (I) THE THEN OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE PLUS (X) ACCRUED AND UNPAID INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF THIS NOTE TO THE DATE OF PAYMENT (THE “MANDATORY PREPAYMENT DATE”) PLUS (Y) DEFAULT INTEREST, IF ANY, ON THE AMOUNTS REFERRED TO IN CLAUSES (X) AND/OR (Y) PLUS (Z) ANY AMOUNTS OWED TO THE HOLDER PURSUANT TO SECTIONS 1.3 AND 1.4(G) HEREOF, MULTIPLIED BY TWO (2); (THE THEN OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE TO THE DATE OF PAYMENT PLUS THE AMOUNTS REFERRED TO IN CLAUSES (X), (Y) AND (Z) SHALL COLLECTIVELY BE KNOWN AS THE “DEFAULT SUM”) or (ii) at the option of the Holder, the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest trading price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees, expenses of collection, and transfer agent or expenses incurred in connection with the exercise of Holder’s conversion rights hereunder, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Further, if a breach of Sections 3.9, 3.10 and/or 3.19 occurs or is continuing after the nine (9) month anniversary of this Note, then the principal amount of the Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) and the Holder shall be entitled to use the lowest trading price during the delinquency period as a base price for the conversion and the Conversion Price shall be redefined to mean forty percent (40%) multiplied by the Conversion Price, subject to adjustment as provided in this Note. For example, if the lowest trading price during the delinquency period is $0.50 per share and the conversion discount is 50%, then the Holder may elect to convert future conversions at $0.25 per share. If this Note is not paid at Maturity Date, then the outstanding principal due under this Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000).
The Holder shall have the right at any time after an Event of Default occurs under this Note to require the Borrower, to immediately issue, in lieu of the Default Amount and/or Default Sum, the number of shares of Common Stock of the Borrower equal to the Default Amount and/or Default Sum divided by the Conversion Price then in effect, pursuant to the terms of this Note (including but not limited to any beneficial ownership limitations contained herein). This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.
If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, the Holder shall be entitled to use the lowest trading price during the delinquency period as a base price for the conversion and the Conversion Price shall be redefined to mean forty percent (40%) multiplied by the Conversion Price, subject to adjustment as provided in this Note.
ARTICLE IV. MISCELLANEOUS
4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
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4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, electronic mail, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
If to the Borrower, to:
Go Green Global Technologies Corp.
5 Production Drive
Brookfield, CT 06804
Attn: Danny G. Bishop
E-mail: dan@gogreentechcorp.org If to the Holder:
AJB Capital Investments LLC
4700 Sheridan Street, Suite J
Hollywood, FL 33021
Attn: Ari Blaine
Email: ari@ajbcapitalinvestments.com
4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.
4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.
4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.
4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts located in the State of New York or federal courts located in the State of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
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4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.
4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.
4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.
4.10 Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.
4.11 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.
4.12 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
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4.13 Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via electronic mail (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within two (2) Business Days, submit via electronic mail (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.
4.14 Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the Transaction Documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.
4.15 Piggyback Registration Rights. The Borrower shall provide Holder with the option to include on each registration statement that the Borrower files with SEC all shares issuable upon conversion of this Note. The Borrower’s failure to comply with this Section 4.15 shall result in liquidated damages of twenty-five percent (25%) of the outstanding principal balance of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.
[signature page follows]
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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the date first above written.
GO GREEN GLOBAL TECHNOLOGIES CORP.
By: /s/ Danny G. Bishop
Name: Danny G. Bishop
Title: Chief Executive Officer/President
EXHIBIT A NOTICE OF CONVERSION
The undersigned hereby elects to convert $ principal amount of the Note (defined below) together with $ of accrued and unpaid interest thereto, totaling $ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Go Green Global Technologies Corp., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of August 6, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.
Box Checked as to applicable instructions:
| ☐ | The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”). |
Name of DTC Prime Broker:
Account Number:
| ☐ | The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: |
Name: [NAME]
Address: [ADDRESS]
Date of Conversion:
Applicable Conversion Price: $
Number of Shares of Common Stock
to be Issued Pursuant to
Conversion of the Notes:
Amount of Principal Balance Due
remaining Under the Note after
this conversion:
Accrued and unpaid interest remaining:
[HOLDER]
By:
Name: [NAME
Title: [TITLE]
Date: [DATE]
Exhibit 4.4
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
| Principal Amount: US$45,000.00 | Issue Date: November 1, 2024 |
| Purchase Price: US$40,500.00 |
PROMISSORY NOTE
FOR VALUE RECEIVED, GO GREEN GLOBAL TECHNOLOGIES CORP., a Nevada corporation (hereinafter called the “Borrower”) (Trading Symbol: GOGR), hereby promises to pay to the order of AJB Capital Investments LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of US$45,000.00 (the “Principal”) together with guaranteed interest (the “Interest”) on the Principal balance hereof in the amount of twelve percent (12%) (the “Interest Rate”) per calendar year from the date hereof (the “Issue Date”). All Principal and Interest owing hereunder, along with any and all other amounts, shall be due and owing on December 31, 2024 (the “Maturity Date”). Interest shall accrue on a monthly basis and is payable on the Maturity Date or upon acceleration or by prepayment or otherwise. For the avoidance of doubt, the payment of all Principal and Interest shall be due on the Maturity Date. This Note may be prepaid in whole or in part as set forth herein. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date thereof until the same is paid (the “Default Interest”). Default Interest shall commence accruing upon an Event of Default and shall be computed on the basis of a 360-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock of the Borrower, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).
This Note carries an original issue discount of $4,500 (the “OID”), to cover the Holder’s monitoring costs associated with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $40,500 computed as follows: the Principal Amount minus the OID.
This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
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The following terms shall also apply to this Note:
ARTICLE I. CONVERSION RIGHTS
1.1Conversion Right. The Holder shall have the right from time to time only following an Event of Default, and ending on the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.
1.2 Conversion Price.
Calculation of Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall equal the lowest trading price (i) during the previous twenty (20) Trading Day period ending on the Conversion Date, or (ii) during the previous twenty (20) Trading Day period ending on date of this Note. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. At any time beginning on the date that is one hundred eighty-one (181) days from the Issue Date, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes until DWAC delivery becomes available. At any time beginning on the date that is one hundred eighty-one (181) days from the Issue Date, if in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note until such chill is lifted. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date (other than as a result of the Holder’s status as an affiliate of the Company), an additional 15% discount will be attributed to the Conversion Price. If the trading price cannot be calculated for such security on such date in the manner provided above, the trading price shall be the fair market value as mutually determined by the Borrower and the Holder. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB Market (the “OTCQB”) or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.
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While this Note is outstanding, each time any third party has the right to convert monies owed to that third party into Common Stock (or receive shares pursuant to a settlement or otherwise), including but not limited to under a 3(a)(9) Transaction and a 3(a)(10) Transaction (each as defined below), at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Holder, in Holder’s sole discretion, may utilize such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. While this Note is outstanding, each time any third party has a look back period greater than the look back period in effect under the Note at that time, including but not limited to under a 3(a)(9) Transaction and 3(a)(10) Transaction, then the Holder, in Holder’s sole discretion, may utilize such greater number of look back days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder within one (1) business day of becoming aware of any event that could permit the Holder to make any adjustment described in the two immediately preceding sentences.
(a) Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.
(b) Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 4.13.
If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then the Conversion Price hereunder shall equal such par value for such conversion and the Conversion Amount for such conversion shall be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been subject to the minimum price set forth in this Section 1.2(c).
1.3 Authorized Shares. The Borrower covenants that during the period while any outstanding balance is owing hereunder or any conversion of the Note is available, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved up to four (4) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 3(d) of the Purchase Agreement. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless of any prior conversions.
If, at any time the Borrower does not maintain or replenish the Reserved Amount as required hereunder within three (3) business days of the request of the Holder, the principal amount of the Note shall increase by Five Thousand and No/100 United States Dollars ($5,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) per occurrence.
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1.4Method of Conversion.
(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after an Event of Default, by (A) submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.
(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.
(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.
(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.
(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 11:59 p.m., New York, New York time, on such date.
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(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.
(g) DTC Eligibility & Market Loss. If the Borrower fails to maintain its status as “DTC Eligible” for any reason, the principal amount of the Note shall increase by Five Thousand and No/100 United States Dollars ($5,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) and the Conversion Price shall be redefined to mean seventy percent (70%) multiplied by the Conversion Price, subject to adjustment as provided in this Note.
(h) Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $1,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will tack back to the Issue Date). Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(h) are justified.
(i) Rescindment of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of Conversion, (iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of the Borrower’s Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v) at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if OTC Markets changes the Borrower’s designation to ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones), ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction on the day of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion (“Rescindment”) with a “Notice of Rescindment.”
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1.5Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or other applicable exemption or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Holder who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be reasonably accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.
| 1.6 | Effect of Certain Events. |
(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.
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(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to its complete conversion, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof; except that, anything to the contrary in the preceding sentence notwithstanding, if the Company at any time while this Note is issued and outstanding and prior to its complete conversion combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, no adjustments to the Conversion Price or number of shares issuable upon the conversion of this Note shall be made hereunder. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, fifteen (15) days prior written notice (but in any event at least ten (10) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.
(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.
(d) Adjustment Due to Dilutive Issuance. If, at any time when the Note is issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, except for shares of Common Stock issued in an Exempt Issuance (as defined in the Purchase Agreement), any shares of Common Stock for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance. The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
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Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than in an Exempt Issuance), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
(e) Purchase Rights. If, at any time when the Note is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.
1.7Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.
1.8Prepayment. The Borrower may at any time pay or prepay all or any portion of the amounts outstanding hereunder by making a payment to the Holder of an amount in cash equal to the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any.
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ARTICLE II. CERTAIN COVENANTS
2.1Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.
2.2Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.
2.3Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors financial institutions or other lenders incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note, or (d) borrowings which are expressly subordinated to this Note.
2.4Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets shall be conditioned on a specified use of the proceeds towards the repayment of this Note.
2.5Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.
2.6Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand Dollars $15,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.
2.7Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimal assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.
2.8Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.
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ARTICLE III. EVENTS OF DEFAULT
If any of the following events of default (each, an “Event of Default”) shall occur:
3.1Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such failure continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.2Conversion and the Shares. The Borrower (i) fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iv) fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion, (v) fails to remain current in its obligations to its transfer agent, (vi) causes a conversion of this Note to be delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent, (vii) fails to repay Holder, within forty eight (48) hours of a demand from the Holder, any amount of funds advanced by Holder to Borrower’s transfer agent in order to process a conversion, (viii) fails to reserve sufficient amount of shares of common stock to satisfy the Reserved Amount at all times, (ix) fails to provide a Rule 144 opinion letter from the Borrower’s legal counsel to the Holder, covering the Holder’s resale into the public market of the respective conversion shares under this Note, within two (2) business days of the Holder’s submission of a Notice of Conversion to the Borrower (provided that the Holder must request the opinion from the Borrower at the time that Holder submits the respective Notice of Conversion and the date of the respective Notice of Conversion must be on or after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note), and/or (x) an exemption under Rule 144 is unavailable for the Holder’s deposit into Holder’s brokerage account and resale into the public market of any of the conversion shares under this Note at any time after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note (other than as a result of Holder’s status as an affiliate of the Borrower).
| 3.3 | [Reserved]. |
3.4Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of seven (7) calendar days after written notice thereof to the Borrower from the Holder.
3.5Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
3.6Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or commence proceedings for its dissolution, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed for the Borrower or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment.
3.7Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
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3.8Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under international, federal or state laws as applicable.
3.9Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on at least one of the OTC Pink, OTCQB, OTCQX, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange and such failure continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.10Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.
3.11 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.12Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.
3.13Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), or any disposition or conveyance of any material asset of the Borrower.
3.14Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
3.15Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.
3.16Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.
3.17Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTC Pink, OTCQB, OTCQX, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days.
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3.18Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined herein), after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder (and any affiliate of the Holder) or any other third party, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the agreements and instruments defined as the Transaction Documents. The loan transaction pursuant to this Note will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.
3.19Bid Price. The Borrower shall lose the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB, OTCQX, or an equivalent replacement exchange) and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.20OTC Markets Designation. OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
3.21Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.
3.22 Unavailability of Rule 144. If, at any time on or after the date which is six( 6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account (in each case, other than as a result of Holder’s status as an affiliate of the Borrower).
3.23 Delisting or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any level of the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American and such breach continues for a period of five (5) days after written notice thereof to the Borrower from the Holder.
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3.24 UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3 OF THIS NOTE, THE NOTE SHALL BECOME IMMEDIATELY AND AUTOMATICALLY DUE AND PAYABLE WITHOUT DEMAND, PRESENTMENT, OR NOTICE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (I) THE THEN OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE PLUS (X) ACCRUED AND UNPAID INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF THIS NOTE TO THE DATE OF PAYMENT (THE “MANDATORY PREPAYMENT DATE”) PLUS (Y) DEFAULT INTEREST, IF ANY, ON THE AMOUNTS REFERRED TO IN CLAUSES (X) AND/OR (Y) PLUS (Z) ANY AMOUNTS OWED TO THE HOLDER PURSUANT TO SECTIONS 1.3 AND 1.4(G) HEREOF, MULTIPLIED BY TWO (2); (THE THEN OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE TO THE DATE OF PAYMENT PLUS THE AMOUNTS REFERRED TO IN CLAUSES (X), (Y) AND (Z) SHALL COLLECTIVELY BE KNOWN AS THE “DEFAULT SUM”) or (ii) at the option of the Holder, the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest trading price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees, expenses of collection, and transfer agent or expenses incurred in connection with the exercise of Holder’s conversion rights hereunder, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Further, if a breach of Sections 3.9, 3.10 and/or 3.19 occurs or is continuing after the nine (9) month anniversary of this Note, then the principal amount of the Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000) (under Holder’s and Borrower’s expectation that any principal amount increase will tack back to the Issue Date) and the Holder shall be entitled to use the lowest trading price during the delinquency period as a base price for the conversion and the Conversion Price shall be redefined to mean forty percent (40%) multiplied by the Conversion Price, subject to adjustment as provided in this Note. For example, if the lowest trading price during the delinquency period is $0.50 per share and the conversion discount is 50%, then the Holder may elect to convert future conversions at $0.25 per share. If this Note is not paid at Maturity Date, then the outstanding principal due under this Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000). The Holder shall have the right at any time after an Event of Default occurs under this Note to require the Borrower, to immediately issue, in lieu of the Default Amount and/or Default Sum, the number of shares of Common Stock of the Borrower equal to the Default Amount and/or Default Sum divided by the Conversion Price then in effect, pursuant to the terms of this Note (including but not limited to any beneficial ownership limitations contained herein). This requirement by the Borrower shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action. If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, the Holder shall be entitled to use the lowest trading price during the delinquency period as a base price for the conversion and the Conversion Price shall be redefined to mean forty percent (40%) multiplied by the Conversion Price, subject to adjustment as provided in this Note.
ARTICLE IV. MISCELLANEOUS
4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
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4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, electronic mail, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
If to the Borrower, to:
Go Green Global Technologies Corp. 5 Production Drive
Brookfield, CT 06804 Attn: Danny G. Bishop
E-mail: dan@gogreentechcorp.org
If to the Holder:
AJB Capital Investments LLC
4700 Sheridan Street, Suite J Hollywood, FL 33021
Attn: Ari Blaine
Email: ari@ajbcapitalinvestments.com
4.3Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.
4.4Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.
4.5Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.
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4.6Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts located in the State of New York or federal courts located in the State of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
4.7Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.
4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.
4.9Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.
4.10 Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.
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4.11Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.
4.12Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
4.13Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via electronic mail (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within two (2) Business Days, submit via electronic mail (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.
4.14Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the Transaction Documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.
4.15 Piggyback Registration Rights. The Borrower shall provide Holder with the option to include on each registration statement that the Borrower files with SEC all shares issuable upon conversion of this Note. The Borrower’s failure to comply with this Section 4.15 shall result in liquidated damages of twenty-five percent (25%) of the outstanding principal balance of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.
[signature page follows]
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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the date first above written.
GO GREEN GLOBAL TECHNOLOGIES CORP.
By: /s/ Danny G. Bishop
Name: Danny G. Bishop
Title: Chief Executive Officer/President
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EXHIBIT A
NOTICE OF CONVERSION
The undersigned hereby elects to convert $ __________ principal amount of the Note (defined below) together with $ __________ of accrued and unpaid interest thereto, totaling $ __________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Go Green Global Technologies Corp., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of November 1, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.
Box Checked as to applicable instructions:
| ☐ | The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”). |
Name of DTC Prime Broker:
Account Number:
| ☐ | The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: |
Name: [NAME]
Address: [ADDRESS]
Date of Conversion: ___________________
Applicable Conversion Price: $ ___________________
Number of Shares of Common Stock
to be Issued Pursuant to
Conversion of the Notes: ___________________
Amount of Principal Balance Due
remaining Under the Note after
this conversion: ___________________
Accrued and unpaid interest remaining: ___________________
[HOLDER]
By:_________________________________
Name: [NAME]
Title: [TITLE]
Date: [DATE]
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Exhibit 5.1
January 14, 2025
Go Green Global Technologies Corp.
22 Kenosia Avenue, Unit 9
Danbury, CT 06810
Re: Common Stock registered under Registration Statement on Form S-1
Ladies and Gentlemen:
Go Green Global Technologies Corp., a Nevada corporation (the “Company”), has filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering for resale under the Securities Act of 1933, as amended (the “Securities Act”), by the selling shareholders named in the prospectus (“Prospectus”) contained in the Registration Statement (i) an aggregate of 13,171,136 of the Company’s common stock, par value $0.001 per share (“Common Stock”) previously issued to certain selling shareholders as set forth in more detail on the cover page of the Prospectus, and (ii) 22,600,000 shares of Common Stock issuable upon the exercise of pre-funded warrants and warrants (such pre-funded warrants and warrants, collectively, the “Warrants”) previously issued to certain selling shareholders as set forth in more detail on the cover page of the Prospectus (the shares of Common Stock and Common Stock issuable upon the exercise of such pre-funded warrants and warrants, collectively, the “Shares”).
We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional qualifications set forth below, we advise you that, in our opinion that the Shares, when issued upon the exercise of the Warrants and upon the Company’s receipt of payment of the exercise price therefore, will be validly issued, fully paid and non-assessable.
The opinions expressed in this opinion letter are limited to the Private Corporations Law of the State of Nevada and the reported judicial decisions interpreting such statute and provisions and the laws of the state of New York and the federal laws of the United States of America. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws of the State of Nevada; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit 10.8
CANCELLATION AND CONSOLIDATION AGREEMENT
WHEREAS, on February 1, 2024, Go Green Global Technologies, Corp., (“Borrower”, “The Company”), a Nevada corporation with its principal address at 5 Production Drive, Brookfield CT 06804 and David Zevetchin, (“Lender”), an individual with his principal address at 10563 Jackson Square Drive, Estero FL 33928, agree to the following;
WHEREAS, since September 17, 2022, Borrower and Lender have entered into several Promissory Note agreements, with varying principal amounts and varying lengths of maturity to said Notes, Borrower and Lender agree to cancel all outstanding Promissory Notes, their respective principal amounts, and all subsequent extensions with the intent to consolidate all outstanding notes into one Consolidated Note with terms and conditions herein contained;
WHEREAS, the Borrower has Promissory Notes with the Lender outstanding listed as the following;
| A) | November 18, 2022 Consolidated Promissory Note, Principal Amount: $50,000.00, Matured yet unpaid as of December 31, 2023 (Exhibit A, which includes the most recent extension of the original note) |
| B) | January 31, 2023 Promissory Note, Principal Amount: $67,525,30, Matured yet unpaid as of December 30, 2023 (Exhibit B, which includes the most recent extension of the original note) |
| C) | November 1, 2023 Promissory Note, Principal Amount: $50,000.00, Maturing on May 1, 2024, yet unpaid as of date (Exhibit C) |
| D) | November 17, 2023 Promissory Note, Principal Amount: $50,000.00, Matured yet unpaid as of January 1, 2024 (Exhibit D) |
THEREFORE, all outstanding Promissory Notes aforementioned between Borrower and Lender are hereby canceled and consolidated into one Consolidated Note (“the Note”), under the following terms and conditions;
CONSOLIDATED NOTE AGREEMENT
| I. | Term: 6-months |
| A. | The Consolidated Note, executed as of February 1, 2024 shall have a 6-month term, with the Note expiring August 1, 2024. |
| II. | Principal Amount: $217,625.30 |
| A. | The Principal of the Consolidated Note shall carry the total amount of all Promissory Notes outstanding and canceled under this Cancellation and Consolidation Agreement in the amount of Two-Hundred-and-Seventeen-Thousand-Dollars-and-Six-Hundred-and-Twenty-Five-Dollars-and-Thirty-Cents, ($217,625.30) |
| III. | Common Stock and Warrants: |
| A. | As consideration for the consolidation of outstanding principal, Borrower shall issue to Lender 470,000 Common Shares of Borrower’s common stock as of the date of this Agreement. |
| B. | As consideration for the consolidation of outstanding principal, Borrower shall issue to Lender warrants to purchase 2,000,000 shares of Borrower’s common stock, priced at $0.10, with a cashless exercise price, and a 3-year expiration term as of the date of this Agreement. Per this Agreement, the common stock underlying these warrants to purchase 2,000,000 shares will be included in the Company’s next Form S-1 registration statement with the SEC. |
| IV. | Interest: In accordance with the original terms of the Promissory Notes made between Borrower and Lender, the consolidated principal amount of $217,625.30 shall bear interest at 10% per annum, with interest payments made occurring alongside the following schedule for payment of the consolidated principal; |
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| V. | Payment Schedule: |
| A. | $67,525.30, with the outstanding interest on $60,000.00 due up to that date in the amount of $6,323.29, for a total payment of $73,848.59, paid on February 29, 2024. |
| 1. | Should Borrower fail to remit payment of $73,848.59 to Lender on the agreed-upon date, Borrower shall issue to Lender warrants to purchase 220,000 shares of Borrower’s common stock with the same terms and conditions for warrants enumerated in Section III., B. of this Agreement. |
| B. | $150,000.00, with the outstanding interest due up to that date in the amount of $15,630.14, for a total payment of $165,630.14, paid on August 1, 2024. |
| 1. | Should Borrower fail to remit payment of $73,848.59 to Lender on the agreed-upon date, Borrower shall issue to Lender warrants to purchase 450,000 shares of Borrower’s common stock with the same terms and conditions for warrants enumerated in Section III., B. of this Agreement. |
| VI. | This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This Agreement shall inure to the benefit of and be binding on the respective heirs, executors, administrators, successors, and assigns of the parties hereto. |
| VII. | The Parties join in the execution of this Agreement to evidence their consent to the cancellation of the aforementioned Promissory Notes and to acknowledge that their guaranty of the repayment of the Consolidated Note and sums due under V. Payment Schedule evidencing and securing the Note shall continue to remain in full force and effect, in accordance with its terms. Should the Borrower default on the sums due under V. Payment Schedule, Borrower shall offer notice in writing to Lender and issue the associated warrants due under default as enumerated above within five (5) business days of such default. |
| VIII. | The Borrower reserves the right to prepay the Note, in whole or in part, prior to the Due Date(s) with no prepayment penalty. |
| IX. | Upon mutual execution and delivery of an agreement in writing, the Lender and Borrower reserve the right to convert the principal amount due under the Note, in whole or part, for either equity conversion or conversion into other financing vehicles that the Lender may offer to lenders in the future. |
| X. | Representations and Warranties of the Borrower (“The Company”). The Company represents and warrants to the Lender, as of the date hereof, that: |
| A. | Company Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. |
| B. | Authorization. The execution, delivery, and performance by the Company of this Agreement are within the powers and authority of the Company and have been duly authorized by all necessary on the part of the Company. This Agreement constitutes, or will when executed constitute, the legal, valid, and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws concerning fraudulent conveyances and preferential transfers. |
| C. | Governmental Authorization. The execution, delivery, and performance by the Company of this Agreement requires no action, consent, or approval by or in respect of, filing with or material notice to, any governmental body, agency, or official, and any such action or filing as to which the failure to make or obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement. |
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| D. | Noncontravention. The execution, delivery, and performance by the Company of this Agreement does not and will not (i) violate or conflict with the organizational documents of the Company, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company or (iii) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company, or to a loss of any benefit to which the Company is entitled under any provision of any agreement, contract or other instrument to which the Company is a party or by which the Company or its properties or assets are bound, except, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement. |
| XI. | Representations and Warranties of the Lender. The Lender represents and warrants to the Company, as of the date hereof, that: |
| A. | Authorization. The execution, delivery, and performance by the Lender of this Agreement are within the powers and authority of the Lender and have been duly authorized by all necessary on the part of the Lender. This Agreement constitutes, or will when executed constitute, the legal, valid, and binding obligation of the Lender, enforceable in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws concerning fraudulent conveyances and preferential transfers. |
| B. | Governmental Authorization. The execution, delivery and performance by the Lender of this Agreement requires no action, consent, or approval by or in respect of, filing with or material notice to, any governmental body, agency or official and any such action or filing as to which the failure to make or obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the Lender to consummate the transactions contemplated by this Agreement. |
| C. | Noncontravention. The execution, delivery and performance by the Lender of this Agreement does not and will not (i) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Lender; or (ii) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Lender, or to a loss of any benefit to which the Lender is entitled under any provision of any agreement, contract or other instrument to which the Company is a party or by which the Lender or its properties or assets are bound, except, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a material adverse effect on the ability of the Lender to consummate the transactions contemplated by this Agreement. |
| XII. | Miscellaneous. |
| A. | Recitals. The recitals are hereby incorporated in and made part of this Agreement as fully as if set forth verbatim herein. These recitals are true and correct and the parties acknowledge reading, understanding, and agreeing to all of the recitals. |
| B. | Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule, whether of the State of Connecticut or any other jurisdiction. |
| C. | Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation, or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties. |
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| D. | Advice of Counsel; Interpretation. Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation. |
| E. | Counterparts. This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument. |
**signature page to follow**
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
| For Go Green Global Technologies, Corp. | For David Zevetchin |
| By: /s/Danny G. Bishop | By: /s/ David Zevetchin |
| Name: Danny G. Bishop | Date: 2/14/2024 |
Title: CEO
Date: 2/13/2024
Exhibit 10.9
CONVERSION, CANCELLATION AND CONSOLIDATION AGREEMENT
WHEREAS, on February 1, 2024, Go Green Global Technologies, Corp., (“Borrower”, “The Company”), a Nevada corporation with its principal address at 5 Production Drive, Brookfield CT 06804 and Joseph Zizzadoro, (“Lender”), an individual with his principal address at 4 Vine Haven Lane, Commack NY 11725, agree to the following;
WHEREAS, since January 12, 2023, Borrower and Lender have entered into several Promissory Note agreements, with varying principal amounts and varying lengths of maturity to said Notes, Borrower and Lender agree to cancel all outstanding Promissory Notes, their respective principal amounts, and all subsequent extensions with the intent to convert part of the outstanding principal to shares of the Borrower’s common stock, and consolidate all outstanding notes into one Consolidated Note with terms and conditions herein contained;
WHEREAS, the Borrower has Promissory Notes with the Lender outstanding listed as the following;
| A) | January 12, 2023 Promissory Note, Principal Amount: $50,000.00, Matured yet unpaid as of January 10, 2024 (Exhibit A, which includes the most recent extension of the original note) |
| B) | March 6, 2023 Promissory Note, Principal Amount: $150,000.00, Matured yet unpaid as of January 12, 2024 (Exhibit B, which includes the most recent extension of the original note) |
| C) | December 20, 2023 Promissory Note, Principal Amount: $30,000.00, Maturing on March 19, 2024, yet unpaid as of the date of this Agreement (Exhibit C) |
THEREFORE, all outstanding Promissory Notes aforementioned between Borrower and Lender are hereby canceled, with part of the outstanding principal converted into shares of the Borrower’s common stock, and the remaining principal balances consolidated into one Consolidated Note (“the Note”), under the following terms and conditions;
CONVERSION AGREEMENT
| I. | Conversion: |
| A. | Lender and Borrower hereby agree to convert $150,000.00 of the outstanding principal amount for 1,500,000 shares of Borrower’s common stock at a conversion price of $0.10. Shares are to be issued to Borrower upon execution of this agreement. The remaining outstanding principal balance of the Promissory Notes canceled herein above shall be $80,000.00, to be placed into one Consolidated Note with the terms and conditions set forth; |
CONSOLIDATED NOTE
| II. | Term: 10-months |
| A. | The Consolidated Note, executed as of February 1, 2024 shall have a 12-month term, with the Note expiring November 1, 2024. |
| III. | Principal Amount: $80,000.00 |
| A. | The Principal of the Consolidated Note shall carry the total amount after the conversion aforementioned of all Promissory Notes outstanding and canceled under this Conversion, Cancellation and Consolidation Agreement in the amount of Eighty-Thousand-Dollars, ($80,000.00) |
| IV. | Common Stock and Warrants: |
| A. | As consideration for the consolidation of outstanding principal, Borrower shall issue to Lender 350,000 Common Shares of Borrower’s common stock as of the date of this Agreement. |
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| B. | As consideration for the consolidation of outstanding principal, Borrower shall issue to Lender warrants to purchase 1,000,000 shares of Borrower’s common stock, priced at $0.10, with a cashless exercise price, and a 3-year expiration term as of the date of this Agreement. Per this Agreement, the common stock underlying these warrants to purchase 1,000,000 shares will be included in the Company’s next Form S-1 registration statement with the SEC. |
| V. | Interest: In accordance with the original terms of the Promissory Notes made between Borrower and Lender, the consolidated principal amount of $80,000 shall bear interest at 10% per annum, with interest payments made at the maturation of the Note in full, in the amount of $10,016.44, for a total payment of $90,016.44 due on November 1, 2024. |
| A. | Should Borrower fail to remit payment of $90,016.44 to Lender on the agreed-upon date, Borrower shall issue to Lender warrants to purchase 200,000 shares of Borrower’s common stock with the same terms and conditions for warrants enumerated in Section III., B. of this Agreement. |
| VI. | This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This Agreement shall inure to the benefit of and be binding on the respective heirs, executors, administrators, successors, and assigns of the parties hereto. |
| VII. | The Parties join in the execution of this Agreement to evidence their consent to the cancellation of the aforementioned Promissory Notes and to acknowledge that their guaranty of the repayment of the Consolidated Note and sums due under V. Payment Schedule evidencing and securing the Note shall continue to remain in full force and effect, in accordance with its terms. |
| VIII. | The Borrower reserves the right to prepay the Note, in whole or in part, prior to the Due Date with no prepayment penalty. |
| IX. | Upon mutual execution and delivery of an agreement in writing, the Lender and Borrower reserve the right to convert the principal amount due under the Note, in whole or part, for either equity conversion or conversion into other financing vehicles that the Lender may offer to lenders in the future. |
| X. | Representations and Warranties of the Borrower (“The Company”). The Company represents and warrants to the Lender, as of the date hereof, that: |
| A. | Company Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. |
| B. | Authorization. The execution, delivery, and performance by the Company of this Agreement are within the powers and authority of the Company and have been duly authorized by all necessary on the part of the Company. This Agreement constitutes, or will when executed constitute, the legal, valid, and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws concerning fraudulent conveyances and preferential transfers. |
| C. | Governmental Authorization. The execution, delivery, and performance by the Company of this Agreement requires no action, consent, or approval by or in respect of, filing with or material notice to, any governmental body, agency, or official, and any such action or filing as to which the failure to make or obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement. |
| D. | Noncontravention. The execution, delivery, and performance by the Company of this Agreement does not and will not (i) violate or conflict with the organizational documents of the Company, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company or (iii) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company, or to a loss of any benefit to which the Company is entitled under any provision of any agreement, contract or other instrument to which the Company is a party or by which the Company or its properties or assets are bound, except, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement. |
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| XI. | Representations and Warranties of the Lender. The Lender represents and warrants to the Company, as of the date hereof, that: |
| A. | Authorization. The execution, delivery, and performance by the Lender of this Agreement are within the powers and authority of the Lender and have been duly authorized by all necessary on the part of the Lender. This Agreement constitutes, or will when executed constitute, the legal, valid, and binding obligation of the Lender, enforceable in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws concerning fraudulent conveyances and preferential transfers. |
| B. | Governmental Authorization. The execution, delivery and performance by the Lender of this Agreement requires no action, consent, or approval by or in respect of, filing with or material notice to, any governmental body, agency or official and any such action or filing as to which the failure to make or obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the Lender to consummate the transactions contemplated by this Agreement. |
| C. | Noncontravention. The execution, delivery and performance by the Lender of this Agreement does not and will not (i) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Lender; or (ii) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Lender, or to a loss of any benefit to which the Lender is entitled under any provision of any agreement, contract or other instrument to which the Company is a party or by which the Lender or its properties or assets are bound, except, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a material adverse effect on the ability of the Lender to consummate the transactions contemplated by this Agreement. |
| XII. | Miscellaneous. |
| A. | Recitals. The recitals are hereby incorporated in and made part of this Agreement as fully as if set forth verbatim herein. These recitals are true and correct and the parties acknowledge reading, understanding, and agreeing to all of the recitals. |
| B. | Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule, whether of the State of Connecticut or any other jurisdiction. |
| C. | Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation, or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties. |
| D. | Advice of Counsel; Interpretation. Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation. |
| E. | Counterparts. This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument. |
**signature page to follow**
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
| For Go Green Global Technologies, Corp. | For Joseph Zizzadoro |
| By: /s/Danny G. Bishop | By: /s/ Joseph Zizzadoro |
| Name: Danny G. Bishop | Date: 2/14/2024 |
Title: CEO
Date: 2/14/2024
Exhibit 10.10
FIRST AMENDMENT TO CANCELLATION AND CONSOLIDATION AGREEMENT
This FIRST AMENDMENT TO CANCELLATION AND CONSOLIDATION AGREEMENT (this “Amendment”), dated as of May 9, 2024, (the “Effective Date”) by and between Go Green Global Technologies, Corp., (“Borrower”, “The Company”), a Nevada corporation with its principal address at 5 Production Drive, Brookfield CT 06804 and David Zevetchin, (“Lender”), an individual with his principal address at 10563 Jackson Square Drive, Estero FL 33928;
WHEREAS:
| A. | The Borrower and the Lender are parties to that certain Cancellation and Consolidation Agreement (the “Agreement”) for the cancellation of pre-existing promissory notes, and consolidation of those notes dated February 1, 2024; |
| B. | Sections V. A) and Sections V. B) of the Agreement provide provisions for the accrual of interest on the principal amount owed by the Borrower to the Lender and; |
| C. | Sections V. A) 1. and Sections V. B) 1. of the Agreement provide provisions of penalty warrants to purchase common stock should the Borrower fail to remit payment of principal at the set dates of maturity pursuant to the Agreement and therefore; |
| D. | The Borrower and the Lender desire to amend the Agreement in accordance with the terms of this Amendment. |
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, the Borrower and the Lender hereby agree as follows:
| 1. | Defined Terms. All capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to such terms in the Agreement. |
| 2. | Amendment to Section V. A). Section V. A). of the Agreement is hereby replaced in its entirety as follows: |
“ $67,525.30, with the outstanding interest on $60,000.00 due up to the scheduled date of payment on February 29, 2024 in the amount of $6,323.29, for a total payment of $73,848.59, to be paid on February 29, 2024. Should the Borrower default on the scheduled payment, Borrower agrees that the balance of $60,000.00 shall continue to accrue interest at a rate of 10% per annum up to the date of payment.”
| 3. | Amendment to Section V. A) 1. Section V. A) 1. of the Agreement is hereby replaced in its entirety as follows: |
“Should Borrower fail to remit payment of $73,848.59 to Lender on the agreed-upon date of February 29, 2024, Borrower shall issue to Lender warrants (“Penalty Warrants”) to purchase 220,000 shares of Borrower’s common stock with the same terms and conditions for warrants enumerated in Section III. B. of this Agreement. These Penalty Warrants shall cover the period of default from February 29, 2024 to March 30, 2024. If by March 30, 2024, the Borrower has not yet paid the $67,525.30 principal plus its accrued interest, Borrower agrees to issue to Lender 100,000 shares of restricted common stock (“Penalty Shares”) for every thirty (30) days until such time that the principal plus its accrued interest is paid in full. The Penalty Shares shall be issued by the Borrower to the Lender on a pro-rata basis at such time that the principal plus its accrued interest has been paid in full.”
| 4. | Amendment to Section V. B). Section V. B). of the Agreement is hereby replaced in its entirety as follows: |
“ $150,000.00, with the outstanding interest due up to the scheduled date of payment on August 1, 2024 in the amount of $15,630.14, for a total payment of $165,630.14, to be paid on August 1, 2024. Should the Borrower default on the scheduled payment, Borrower agrees that the balance of $150,000.00 shall continue to accrue interest at a rate of 10% per annum up to the date of payment.”
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| 5. | Amendment to Section V. B) 1. Section V. B) 1. of the Agreement is hereby replaced in its entirety as follows: |
“Should Borrower fail to remit payment of $165,630.14 to Lender on the agreed-upon date of August 1, 2024, Borrower shall issue to Lender warrants (“Penalty Warrants”) to purchase 450,000 shares of Borrower’s common stock with the same terms and conditions for warrants enumerated in Section III. B. of this Agreement. These Penalty Warrants shall cover the period of default from August 1, 2024 to August 31, 2024. If by August 31, 2024, the Borrower has not yet paid the $165,630.14 principal plus its accrued interest, Borrower agrees to issue to Lender 100,000 shares of restricted common stock (“Penalty Shares”) for every thirty (30) days until such time that the principal plus its accrued interest is paid in full. The Penalty Shares shall be issued by the Borrower to the Lender on a pro-rata basis at such time that the principal plus its accrued interest has been paid in full.”
| 6. | No Further Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment of any other term or condition of the Agreement or any other document referred to therein. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Borrower and the Lender, and the Borrower and the Lender shall be bound hereby. |
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
| For Go Green Global Technologies, Corp. | For David Zevetchin |
| By: /s/Danny G. Bishop | By: /s/ David Zevetchin |
| Name: Danny G. Bishop | Date: 5/12/2024 |
Title: CEO
Date: 5/10/2024
Exhibit 10.11
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”
EMPLOYMENT AGREEMENT
This Employment Agreement, along with the attached Schedule A, which is incorporated by reference and forms a part of this Employment Agreement (collectively, the “Agreement”), is made as of the date executed by Michael Tavolacci (the “Employee”) and Go Green Global Technologies Corp., a Nevada corporation (the “Company”). The Company and Employee are sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1) | Employment. |
| a) | Effective Date. This Agreement shall take effect on the date set out in Schedule A (the “Effective Date”) in accordance with the provision of Schedule A. Employee’s employment hereunder shall commence on the Effective Date and shall continue until separation from employment, which separation shall be governed by the provisions of Section 4 of this Agreement so long as it remains in force. |
| b) | Term. This Agreement shall be in force for a term of three (3) years, during which the employment of the Employee may only be terminated by either Party as expressly provided in Section 4 of this Agreement (the “Initial Term”). This Agreement shall be automatically renewed for an additional three (3) year term beyond the Initial Term unless either Party provides written notice of their intent not to renew not less than thirty (30) days prior to the expiration of the Term (the “Subsequent Term”). The parties shall have the option to extend the term of this Agreement for an additional three (3) year term beyond the Subsequent Term (the “Third Term”) if agreed to in a writing signed by the parties. |
| c) | Position. The Company hereby agrees to employ the Employee, and the Employee agrees to serve the Company, in accordance with the terms of this Agreement in the position shown in Schedule A hereto with the Company (the “Position”). |
| d) | Duties. Commencing on the Effective Date, the Employee shall perform the principal duties set out in Schedule A hereto, together with such other duties as the Company may assign from time to time. |
| e) | Reporting. The Employee shall report to and be directly responsible to the person or entity set out in Schedule A or such other person or entity as the Company may designate from time to time in writing. |
| f) | Full Attention and Effort and Other Activities. The Employee hereby agrees to devote full time, abilities, and energy to the faithful performance of the duties of the Position and to the promotion of the business and affairs of the Company. The Employee agrees not to engage in any other employment or business activity while employed by the Company without the prior written consent of the Board of Directors of the Company (the “Board”), except that the Employee shall be entitled to continue with any current such activity described in Schedule A (the “Other Activities”), if any. |
The Employee further agrees not to hold a beneficial interest in, directly or indirectly, any other business substantially similar to the Company’s business or to serve as an officer or director of any other entity without the prior written consent of the Board of Directors, not to be unreasonably withheld. Such restriction shall not apply to:
| i) | Holding less than 3% of the common stock of any publicly listed Company; |
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| ii) | Shareholdings in and offices or directorships in companies beneficially owned exclusively by the Employee or any member of the Employee’s family; or |
| iii) | Those investments, directorships and offices set out in Schedule A (collectively “Disclosed Investments and Offices”). |
| g) | Former Employment, No Conflict. The Employee represents and warrants that the execution and delivery by them of this Agreement, their employment by the Company, and their performance of duties under this Agreement will not conflict with and will not be constrained by any prior employment or consulting agreement or relationship, or any other contractual obligations. |
| h) | Location of Performance of Work. The Employee shall work primarily from their personal office but will be required to travel to the location shown in Schedule A as necessary. The Employee will also be expected to regularly travel to, and perform the duties at, such other locations as may be determined by Company from time to time. |
| 2) | Compensation. |
| a) | Compensation. The Company agrees to pay the Employee in the amount and in the manner specified on Schedule A (“Compensation”), which Compensation term cannot be modified during the Initial Term of this Agreement absent express written modification of this Agreement by both parties executed with the same formalities as this Agreement. Following the Initial Term of this Agreement, the Company’s Board of Directors will review the Compensation on a semi-annual basis. |
| b) | Benefits. The Employee shall be entitled to participate in all Employee benefit programs offered to the Company’s senior managers from time to time (the “Benefits”), including, without limiting the generality of the foregoing, those summarized in Schedule A. All insured benefits are subject to the terms and conditions of the applicable policies. The Employee agrees that the Company may substitute or modify the Benefits or their terms and conditions without notice. |
| c) | Bonus. The Employee shall earn the bonuses upon the occurrence of the triggering events outlined in Schedule A (collectively, the “Bonuses”). Such Bonuses shall be payable within thirty (30) days of the applicable triggering event occurring. The Board of Directors is solely responsible for notifying the Employee of any dispute as to the timing or amount of the bonus, or as to the Employee’s eligibility for said Bonuses, within ten (10) days of the occurrence of the triggering event (the “Dispute Notification Period”). After said ten (10) day, any dispute as to the Bonuses in question by the Board of Directors is waived. In the event the Employee gives or receives notice of termination of employment, all entitlement to receive any further Bonuses shall cease, except for Bonuses payable in accordance with Section 3)e). |
| d) | Equity Grants. The Employee shall receive the initial equity grant set out in Schedule A. The Employee will be eligible for such further grants of shares or equity options in such amounts and on such terms as the Board of Directors determines from time to time in its sole discretion. All grants are subject to the terms of the Company’s equity incentive plan (the “Equity Incentive Plan”) and any applicable equity agreement, except to the extent otherwise provided in this Agreement. The Company shall prepare and deliver to the Employee a copy of the Employee Equity Plan and the draft of any equity agreement or other agreement prior to the Effective Date. |
| e) | Vacation. The Employee shall be entitled to take vacation during each calendar year at such time or times as shall be agreed between the Employee and the Company, for the number of weeks specified in Schedule A, pro-rated for part years. |
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| f) | Expenses. The Employee shall be reimbursed by the Company for all out-of-pocket expenses actually, necessarily, and properly incurred by the Employee in the discharge of duties for the Company. The Employee agrees that such reimbursements shall be due only after the Employee has rendered an itemized expense account, together with receipts where applicable, showing all monies actually expended on behalf of the Company and such other information as may be required and requested by the Company. |
| g) | Statutory Deductions and Taxes. The Company will be entitled to withhold from any compensation, benefits or amounts payable under this Agreement all applicable federal or provincial taxes and other statutory deductions as may be required from time to time pursuant to any law or governmental regulation or ruling. |
| h) | Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to Employee pursuant to this Agreement or any other agreement or arrangement with Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement. |
| 3) | Additional Obligations of the Employee. |
| a) | Non-Competition. During the Employee’s employment with the Company under this Agreement and for a period of twelve (12) months following the cessation of the Employee’s employment for any reason, the Employee shall not, without the written consent of the Company, directly or indirectly: |
| i) | Have any significant interest in; or |
| ii) | Act as an officer, director, agent, consultant or Employee of any person, firm, partnership, corporation, or other entity that is operating a business that is substantially the same as the Business, other than as set out in Section 1(e), above. |
Employee acknowledges and agrees that because of the national scope of the Company’s business, this restriction shall be nationwide during the twelve (12) month non-compete period.
| b) | Non-Solicitation. During the Employee’s employment with the Company under this Agreement and for a period of twelve (12) months following the separation of employment for any reason, the Employee shall not, without the written consent of the Company, directly or indirectly: |
| i) | Solicit, entice, or persuade, or attempt to solicit, entice, or persuade any customer, client, developer, supplier, contractor, consultant, distributor, or any other business entities with which the Company conducts or has attempted to conduct business within the 12 months preceding the Employee’s separation from employment, with whom the Employee had significant interaction in the course of his work for the Company; nor |
| ii) | Solicit or entice, or attempt to solicit or entice, any of the Employees, consultants, or contractors of the Company to enter into the employment or service with any other person, firm or employer or hire or engage Employees, consultants or contractors of the Company. |
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| c) | Confidentiality. The Employee will not, at any time, or in any manner, during the term of this Agreement, divulge any of the confidential information or secrets of the Company, including, without limitation, matters or subjects concerning corporate assets, cost and pricing data, customer listing, financial reports, formulae, inventions, know how, marketing strategies, products or devices, profit plans, research and development projects and findings, computer programs, suppliers, and trade secrets, whether in the form of records, files, correspondence, notes, data, information, or any other form, including copies or excerpts thereof (collectively, the “Confidential Information”) to any person or persons, without the previous consent in writing of the Board of Directors, except as reasonably necessary to perform the Employee’s duties under this Agreement or as may be required by a court, applicable laws and regulations and the policies of any stock exchange on which the Company’s shares are then listed. During the term of this Agreement and thereafter, the Employee shall not use or attempt to use any Confidential Information which the Employee may acquire in the course of performing the Employee’s duties under this Agreement for the Employee’s own benefit or that of any other person, directly or indirectly. The parties agree that the obligations under this section do not apply to information that, other than by reason of a breach of this section, (i) is or becomes part of the public domain, (ii) is or was known by the Employee other than in the capacity as an Employee, director or officer of the Company or its Affiliates (the onus of proving which lies with the Employee) or (iii) was rightfully received by the Employee other than in the capacity as an Employee, director or officer of the Company or its Affiliates from a third party without any obligation of confidentiality. For greater certainty, this obligation shall apply to Confidential Information acquired by the Employee prior to the Effective Date. |
| d) | Business Opportunities, Inventions etc. The Employee agrees to communicate as soon as reasonably possible to the Company all business opportunities of which the Employee has knowledge by reason of the Employee’s role as director, officer, or Employee of the Company or otherwise in the course of the Company’s business (including its Affiliates). The Employee further agrees to deliver and assign ownership to the Company of all business opportunities, inventions, copyrightable works and improvements in the nature of the business of the Company which, in the course of the performance of duties hereunder, the Employee may conceive, make or discover, become aware directly or indirectly or have presented to the Employee and such business opportunities, inventions, and improvements shall become the exclusive property of the Company without any obligation on the part of the Company to make any payment for the same. |
| e) | Intellectual Property. All title, right and interest in any works, plans, designs, materials, documentation, code, programs, software, or other tangible or intangible product, and any Intellectual Property Rights or other rights therein, created, developed or acquired by the Employee in the performance of this Agreement (collectively, the “Work Product”) shall immediately upon creation, development or acquisition vest in the Company, as the case may be, and any Work Product that does not so vest shall be deemed to be transferred and assigned to the Company or to one or more of its affiliates, as the case may be, without further compensation. Upon request at any time by the Company, the Employee shall return and deliver to the Company all Work Product in the Employee’s possession or control. The Employee hereby waives as against any person any and all moral rights he may have in the Work Product, such moral rights including the right to restrain or claim damages for any distortion, mutilation, or other modification of the works or any part thereof whatsoever, and to restrain use or reproduction of the works in any context, or in connection with any product or service. The Employee shall cooperate fully with the Company, its successors, or its assigns with respect to signing further documents and doing such acts and other things reasonably requested by the Company, its successors, or its assigns to confirm or evidence ownership of the Work Product or the waiver of moral rights therein, or to obtain, register, or enforce any right in respect of the Work Product. The Company, its successors, or its assigns, as applicable, shall be responsible for any out-of-pocket expenses of the Employee complying with the obligations under this Section 3. |
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| f) | Company’s Rights and Remedies. If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of Section 3 hereof, the Company shall have the following rights and remedies: |
| i) | The right to have the provisions of this Agreement specifically enforced by any court of competent jurisdiction, it being acknowledged that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company. |
| ii) | The right to recover from the Employee all money damages, direct, consequential, or incidental, suffered by the Company as a result of any action constituting a breach of any of the provisions of Section 3. |
| iii) | Each of the rights and remedies enumerated above shall be independent of the other and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. |
| g) | Acknowledgment by Employee. Employee acknowledges and confirms that: (i) the restrictive covenants contained in this Section 3 are reasonably necessary to protect the legitimate business interests of Company; (ii) the restrictions contained in this Section 3 (including, without limitation, the length of the term of the provisions of this Section 3) are not overbroad, overlong, or unfair and are not the result of overreaching, duress, or coercion of any kind; and (iii) Employee’s entry into this Agreement and, specifically this Section 3, is a material inducement and required condition to Company’s entry into this Agreement. |
| h) | Reformation. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 3 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the Parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state. |
| 4) | Separation from Employment. |
| a) | Termination for Cause. The Company may at any time terminate the engagement of the Employee and this Agreement for Just Cause as defined herein in Section 4(f); and during the Initial Term of this Agreement, the Company may only terminate the engagement of the Employee and this Agreement for Just Cause. In the event of a termination for Just Cause at any time during any term of this Agreement, the Employee shall not be entitled to any compensation or notice but shall be entitled to receive Final Wages earned up to and including the last day of employment. |
| b) | At-Will Employment Following the Initial Term. During the Initial Term of this Agreement, Employee may only be terminated by the Company for Just Cause (as defined herein) pursuant to Section 4(f) of this Agreement. Following the expiration of the Initial Term, Employee’s employment with Company is “at-will” and can be terminated by Employee or by Company at any time, and for any or no reason or cause, and any separation shall be consistent with the provisions of Section 4 of this Agreement. |
| a) | Resignation by the Employee During the Initial Term. During the Initial Term, the Employee may resign from his employment by giving the Company sixty (60) days’ written notice (the end date of which is the “Resignation Effective Date”), in which event the Employee shall not be entitled to any severance payment but shall be entitled to receive all Compensation earned to the date of cessation of employment, together with any outstanding earned but untaken vacation pay, reimbursement of any final expenses, and any Bonus for which the triggering event has occurred at any time on or before the last day of the Employee’s employment (collectively, the “Final Wages”). The Company may, at its option, terminate the Employee’s employment prior to the end of such Resignation Effective Date, in which case, the Company shall only be liable to pay to the Employee the Compensation and applicable vacation pay on regular paydays through to the Resignation Effective Date, to continue Benefits other than coverages which cannot be extended to former Employees over such period, and to pay any Bonus for which the triggering event has occurred at any time on or before the Resignation Effective Date. |
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Notwithstanding any other plan or agreement, on such resignation, vesting of any equity shares by the Employee will continue to the end of the Resignation Effective Date, at which time all further vesting shall cease and any unvested grants shall be cancelled.; and
Equity vested, if any, as of the Resignation Effective Date shall remain open for exercise for one (1) year from the Resignation Effective Date.
| b) | Termination Without Cause and Resignation for Good Cause. The Company may terminate the employment of the Employee without just cause at any time after the expiration of the Initial Term by providing notice in writing stating the last day of employment (the “Termination Date”). The Employee may terminate this Agreement and the Employee’s employment on two (2) weeks’ notice (the end of such notice also being the “Termination Date”) for Good Cause (as defined below), in which case the Company shall be obligated to provide the Employee with the compensation set out below (the “Severance”). The unconditional lump sum portions of the Severance shall be payable on the Company’s next scheduled payday following the Termination Date. The Severance shall consist of the following: |
| i) | The Final Wages; |
| ii) | An additional lump sum payable in cash or equity as set out in Schedule A (the “Severance Payment”); |
| iii) | In the event that one or more of the Performance Bonus targets set out in Schedule A are achieved as of the Termination Date, 100% of the applicable Performance Bonus amount; |
| iv) | The Company shall continue at its cost the Benefits then in effect for the Employee, other than disability insurance and other coverages which cannot be extended to former Employees, as required by law or until the Employee obtains alternate coverage (of which prompt written notice must be given to the Company). In the event the Company is unable to continue any Benefit as required above, it shall pay the Employee an amount in lieu equal to the cost to the Company of such Benefit; and |
| v) | Notwithstanding any other plan or agreement, vesting of any equity granted to the Employee will continue to the Termination Date at which time all further vesting shall cease, and vesting of any unvested equity grants shall be cancelled. |
| c) | Termination After a Change of Control. In lieu of the Severance and rights under Section 4(b) above, in the event: |
| i) | The Employee elects to resign for “Good Cause” (as defined below) with two (2) weeks’ advance written notice; or |
| ii) | The Company terminates the Employee’s employment without Just Cause (as defined herein), within twelve (12) months after a Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or termination and the date the Employee actually ceases supplying services to the Company (the “COC Termination Date”), the Company shall provide the Employee with compensation set out below (the “COC Severance”). The Employee agrees to accept the Severance or COC Severance, as applicable, in full satisfaction of any and all claims the Employee has or may have against the Company arising out of such termination, including under applicable employment standards legislation and entitlement to reasonable notice under common law. The Employee agrees to sign and deliver a full and final release of the Company of all such claims arising upon such termination in return for payment of the lump sum components of the Severance or COC Severance in excess of employment standards minimum payments. The unconditional lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the following: |
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| (1) | The Final Wages; |
| (2) | An additional lump sum amount payable in cash or equity as set out in Schedule A (the “COC Severance Payment”); |
| (3) | In the event that one or more of the Performance Bonus targets set out in Schedule A are achieved as of the COC Termination Date, 100% of the applicable Performance Bonus amount; |
| (4) | The Company shall continue at its cost the Benefits then in effect for the Employee, other than disability insurance and other coverages which cannot be extended to former Employees, as required by law or until the Employee obtains alternate coverage (of which prompt written notice must be given to the Company). In the event the Company is unable to continue any Benefit as required above, it shall pay the Employee an amount in lieu equal to the cost to the Company of such Benefit; and |
| (5) | Not withstanding any other plan or agreement, vesting of any equity granted to the Employee will be automatically accelerated upon a Change of Control, resulting in the immediate vesting of all shares previously granted to the Employee, including but not limited to the shares listed in Schedule A. |
| d) | Change of Control Defined. For all purposes of this Agreement, “Change of Control” means: |
| i) | The acquisition, beneficially, directly or indirectly, by any person or group of persons acting jointly or in concert, within the meaning of Multilateral Instrument 62-104, Takeover Bids and Issuer Bids (or any successor instrument thereto), of common shares of the Company which, when added to all other ownership interest of the Company at the time held beneficially, directly or indirectly by such person or persons acting jointly or in concert, totals for the first time more than 50% of the outstanding common shares of the Company; or |
| ii) | The removal, by extraordinary resolution of the owners of the Company, of more than 51% of the then incumbent Board of Directors of the Company, or the election of a majority of Board of Directors of the Company who were not nominees of the Company’s incumbent board at the time immediately preceding such election; or |
| iii) | The consummation of a sale of all or substantially all of the assets of the Company, or the consummation of a reorganization, merger or other transaction which has substantially the same effect; or |
| iv) | A merger, consolidation, plan of arrangement or reorganization of the Company that results in the beneficial, direct, or indirect transfer of more than 50% of the total voting power of the resulting entity’s outstanding securities to a person, or group of persons acting jointly and in concert, who are different from the person that have, beneficially, directly or indirectly, more than 50% of the total voting power prior to such transaction. |
| e) | Good Cause Defined. As used herein, “Good Cause” means the occurrence of one of the following events without the Employee’s written consent: |
| i) | Upon the material breach of any material term of this Agreement by the Company if such breach or default has not been remedied to the reasonable satisfaction of the Employee within sixty (60) days after written notice of the breach of default has been delivered by the Employee to the Company: or |
| ii) | A material reduction in the Employee’s responsibilities, title, or reporting, except as a result of the Employee’s disability if such material reduction in responsibilities, title, or reporting has not been remedied to the reasonable satisfaction of the Employee within sixty (60) days after written notice of the material reduction has been delivered by the Employee to the Company; or |
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| iii) | Any material reduction by the Company in the Employee’s then-current Compensation if such material reduction in Compensation has not been remedied to the reasonable satisfaction of the Employee within sixty (60) days after written notice of the material reduction has been delivered by the Employee to the Company; or |
| iv) | Relocation of the Employee’s principal office location more than 100 miles if such relocation has not been remedied to the reasonable satisfaction of the Employee within sixty (60) days after written notice of the relocation has been delivered by the Employee to the Company. |
| f) | Just Cause Defined. As used herein, “Just Cause” means the occurrence of one of the following events without the Employer’s written consent or knowing and voluntary waiver of rights under this section: |
| i) | Any material act or omission by Employee that constitutes theft, embezzlement, or misappropriation of funds, intellectual property, or the Company’s proprietary rights or information in the performance of Employee’s duties for the Company; |
| ii) | Conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty owed to the Company; or |
| iii) | Any illegal act by Employee which materially and adversely affects the business of the Company or any felony committed by the Employee, as evidenced by conviction thereof, provided that Company may suspend Employee with pay while any allegation of such illegal or felonious act is investigated. |
Termination with Just Cause will not be effective until the Company provides thirty (30) provides days’ written notice of the grounds for termination to provide the Employee an opportunity to cure the deficiency if possible; and termination will not be affected if such deficiency is cured provided, however, if such deficiency thereafter recurs, further notice need not be given.
| g) | Death or Incapacity. In the event of the Employee’s death, or if the Employee is unable to perform substantially all of Employee’s employment duties for a period of six (6) months or more or for periods collectively exceeding six (6) months in any twelve (12) month period, the Company may, at its option, terminate this Agreement without cause and without advance notice or compensation. The Employee shall also remain eligible for any disability benefits for which Employee may qualify. The Employee acknowledges that the foregoing represents reasonable accommodation by the Company of any disability causing such incapacity in view of Employee’s critical role with the Company. |
| h) | No Mitigation. The Employee shall not be required to mitigate the amount of any payments provided for under any paragraph of this Section 3)e) by seeking other engagement or otherwise, nor shall the amount of any payment provided for in this section be reduced by any compensation earned by the Employee as the result of employment by another employer after the date of termination, or otherwise. |
| i) | Return of Property. On the separation from employment for any reason, the Employee agrees to return to the Company all property and information of the Company, including Confidential Information, which is in the Employee’s possession or control, at the sole expense of the Company, following the Company’s provision of shipping account information or other reasonable method of transmission. The Company alone is responsible for ensuring delivery of said property and information once the property and information is in the hands of a shipper or delivery service. Notwithstanding the foregoing,if such materials are in electronic form on non-removable media, the Employee will transmit a copy thereof to the Company and thereafter delete all Confidential Information from all personal electronic devices using commercially reasonable means, at the Company’s sole expense, using the Company’s preferred vendor for such deletion, and the Company alone is responsible for any risk of loss created by the vendor or its processes. |
| j) | Right to Deduct. The Company shall have the right to offset any money properly due by the Employee to the Company against any amounts payable by the Company to the Employee under this Agreement. |
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| 5) | Successors and Assigns. |
| a) | Successors. This Agreement shall enure to the benefit of, and be binding upon and shall be enforceable by, the Company and the successors and assigns of the Company. The Company will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume liability, jointly and severally with the Company, for the performance by the Company of its obligations under this Agreement and the Company shall cause any successor to execute and deliver all such documents necessary to give effect to the foregoing. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and in addition to all other remedies available to the Employee, the Employee shall be entitled to deliver a notice of resignation under Section 4(d) at any time within the twelve (12) month period following such succession and to receive the payments and to exercise the rights in such section accordingly. |
| b) | Assignment. The Company may not assign this Agreement without the Employee’s prior written consent. Notwithstanding the foregoing, the Company shall be entitled to assign this Agreement without the Employee’s consent to any Affiliate of the Company on written notice to the Employee, provided there is no material change to the Employee’s terms of employment. The Affiliate shall assume liability, jointly and severally with the Company, for the performance by the Company of its obligations under this Agreement. The Company shall remain jointly and severally liable to the Employee with such Affiliate. |
| c) | Benefit Binding. This Agreement shall enure to the benefit of, shall be binding upon, and shall be enforceable by the Employee’s legal representatives, successors, and assigns. If the Employee dies while any amounts are still payable to the Employee under this Agreement all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such successors, assigns and legal representatives. |
| 6) | Arbitration. The Parties agree that any and all disputes that they have with one another which arise out of the Employee’s employment or under the terms of this Agreement shall be resolved through final and binding arbitration, as specified herein. This shall include, without limitation, disputes relating to this Agreement, the Employee’s employment by the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, and any claims of discrimination or other claims under any federal, state, or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of the Employee’s employment with the Company or its termination. The only claims not covered by this Section 6 are claims for benefits under the workers’ compensation laws or claims for unemployment insurance benefits, which will be resolved pursuant to those laws, or the Company’s rights pursuant to Section 3(f), which may be enforced by any court of competent jurisdiction. Binding arbitration shall be conducted in New York, New York in accordance with the rules and regulations of the American Arbitration Association. Each Party will bear one half of the costs of the arbitration filing and hearing fees and the fees of the arbitrator. The Employee understands and agrees that the arbitration shall be in lieu of any civil litigation, and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. |
| 7) | Miscellaneous. |
| a) | Applicable Laws and Forum. This Agreement and the engagement of the Employee shall be governed, interpreted, construed and enforced according to the laws of the State of New York and the laws of the United States of America applicable therein, without reference to their conflict of laws principles. The Parties agree that any non-arbitrable proceeding arising out of this Agreement or the Employee’s employment with the Company shall be brought exclusively in the courts of the City and County of New York, New York, or, to the extent that such claims are properly before a Federal Court, in the Southern District of New York. Notwithstanding the foregoing, either the Company or the Employee may enforce any post-employment obligation of the other under this Agreement in any court of competent jurisdiction. |
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| b) | Code Section 409A Compliance. To the extent amounts or benefits that become payable under this Agreement on account of Employee’s termination of employment (other than by reason of Employee’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Employee’s termination of employment shall be deemed to occur on the date that Employee incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Employee’s separation from service, Employee is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Employee’s separation from Service and Company shall then pay Employee, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Employee’s separation from service had Employee not been a specified Executive. Thereafter, Company shall pay Employee any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement by Employee under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Employee as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one (1) year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Employee to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (i) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Employee to such additional tax or interest and (ii) not incur any additional compensation expense as a result of such reformation. |
| c) | Indemnity. To the extent that it is lawfully able to do so, the Company agrees to indemnify and hold harmless the Employee from and against any losses, costs, claims and liabilities which the Employee may suffer or incur by reason of any matter or thing which the Employee may properly do or have done or cause to be done as an Employee, officer or director of the Company, including in respect of all costs, charges and expenses (including any amounts paid to settle any actions or satisfy any judgment) reasonably incurred by the Employee in respect of any civil, criminal or administrative action or proceeding to which Employee is made a party by reason of being or having been an Employee, director or officer of the Company if: |
| i) | The Employee acted honestly and in good faith with a view to the best interests of the Company; and |
| ii) | In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Employee had reasonable grounds for believing that Employee’s conduct was lawful. |
| d) | Entire Agreement. This Agreement represents the entire Agreement between the Employee and the Company concerning the subject matter hereof and supersedes any previous oral or written communications, representations, understandings or agreements with the Company or any officer or agent thereof. This Agreement may only be amended or modified in writing signed by the parties. |
| e) | Notices. Any notice, acceptance or other document required or permitted hereunder shall be considered and deemed to have been duly given if delivered by hand or mailed by postage prepaid and addressed to the party for whom it is intended at the party’s address above or to such other address as the party may specify in writing to the other and shall be deemed to have been received if delivered, on the date of delivery, and if mailed as aforesaid, then, if sent and to be delivered within the United States, on the third business day following the date of mailing thereof or, if sent from or to a location outside the United States, on the fifth business day, provided that if there shall be at the time of mailing or within the applicable period for deemed delivery thereof a strike, slowdown, or other labour dispute which might affect delivery of notice by mail, then the notice shall only be effective if actually delivered. |
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| f) | Waiver. The waiver by the Employee or by the Company of a breach of any provision of this Agreement by the Company or by the Employee shall not operate or be construed as a waiver of any subsequent breach by the Company or by the Employee. |
| g) | Rights and Remedies. The rights and remedies of the parties under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law and in equity. Any single or partial exercise by any party hereto of any right or remedy for default or breach of any term, covenant or condition of this Agreement does not waive, alter, affect, or prejudice any other right or remedy to which such party may be lawfully entitled for the same default or breach. |
| h) | Severability. In the event any provision of this Agreement is determined to be void or unenforceable for any reason, such portion shall be severed, and such invalidity shall not affect the balance of the terms of this Agreement. The Employee’s obligations under this Agreement following cessation of employment shall remain in effect notwithstanding any alleged or actual breach by the Company of any obligations to the Employee. |
| i) | Further Assurances. Each of the Parties hereto shall from time to time at the request of any of the other parties hereto and without further consideration, execute and deliver all such other additional assignments, transfers, instruments, notices, releases and other documents and shall do all such other acts and things as may be necessary or desirable to assure more fully the consummation of the transactions contemplated hereby. |
| j) | Interpretation. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the United States of America. Headings are included in this Agreement for convenience of reference only and do not form part of this Agreement. Except as the context requires, the word “including” is not meant to be limiting (whether or not used with phrases such as “without limitation” or “but not limited to”) and the word “or” is not meant to imply an exclusive relationship between the matters being connected. |
| k) | Counterparts. This Agreement may be executed in two or more counterparts, including by way of facsimile or other electronic transmission, each of which will be deemed an original, and all of which together will constitute one and the same instrument. |
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
GO GREEN GLOBAL TECHNOLOGIES CORP.
/s/ Danny G. Bishop
Signature
Danny G. Bishop, CEO
Print Name, Title
MICHAEL TAVOLACCI
/s/ Mike Tavolacci
Signature
Mike Tavolacci
Print Name, Title
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SCHEDULE A
TO EMPLOYEE EMPLOYMENT AGREEMENT
| Section & Provision | |
|
1(a) Effective Date |
“Effective Date” of Agreement shall mean November 1, 2024 |
|
1(b) Position |
Director of Commercial Strategy |
|
1(c) Duties |
Objectives · Be responsible for leading the successful launch and commercialization of new products; · Manage the company’s sales force and ensure that sales and marketing operations interact seamlessly to enable employees to accomplish established goals; · Conduct market research and analysis to create detailed business plans on commercial opportunities (expansion, business development, etc.); · Develop and implement integrated marketing strategies to support sales and marketing operations and ensure sales goals are met; and · Bridge the gap between product development, marketing, sales, and manufacturing to ensure a cohesive strategy for market penetration and revenue generation.
Responsibilities · Develop and implement commercial strategies according to company goals and objectives aiming to accelerate growth; · Conduct market research and analysis to create detailed business plans on commercial opportunities (expansion, business development etc.); · Understand the requirements of existing customers to ensure their needs are being met; · Act to acquire new customers and manage client relationships (new and existing); · Collaborate with and coordinate diverse teams (marketing, sales, customer service etc.); · Build and maintain profitable partnerships with key stakeholders; · Monitor performance of commercial activities using key metrics and prepare reports for senior management; and · Assist in setting financial targets and budget development and monitoring. |
|
1(d) Reporting |
Corrine Couch - COO |
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| Section & Provision | |
|
1(e) Other Activities |
Owner and operator of The Heating and Cooling Company, LLC based in Norwalk, CT |
|
1(f) Disclosed Investments and Offices |
|
|
1(h) Office Location |
22 Kenosia Ave Unit 9 Danbury, CT 06810 |
|
2(a) Compensation |
Compensation will be calculated on a revenue share basis as follows and shall be paid on a quarterly basis within fifteen (15) business days of the close of each fiscal quarter: Wholesale Sales – [***]% of gross revenues from the Company’s wholesale sales; Retail Sales – [***]% of gross revenues from the Company’s retail sales. |
|
2(b) Benefits |
The Employee may be entitled to participate in benefit plans as determined by Company. |
|
2(c) Bonuses |
Employee shall receive the following bonuses, predicated on the earning of gross sales, not upon the receipt thereof: $1m in gross sales – 250,000 shares of GOGR restricted common stock $3m in gross sales – 500,000 shares of GOGR restricted common stock $5m in gross sales – 1,000,000 shares of GOGR restricted common stock |
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| Section & Provision | ||
2(d) Initial Stock Grant |
The Company shall grant the Employee up to two million three hundred seventy-five thousand (2,375,000) restricted common shares of the capital stock of the Company (the “Stock”). Unless otherwise indicated in the Company’s Employee Equity Plan, the Stock will vest over the course of three (3) years as follows: | |
| Vesting Date | Proportion of Vested Equity | |
| Upon execution of this Agreement (the “Equity Grant Date”) | 125,000 shares | |
| 3 months from the Equity Grant Date | 125,000 shares | |
| 6 months from the Equity Grant Date | 125,000 shares | |
| 9 months from the Equity Grant Date | 125,000 shares | |
| 12 months from the Equity Grant Date | 125,000 shares | |
| 15 months from the Equity Grant Date | 125,000 shares | |
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| Section & Provision | |
| 4(b) | Twenty-five thousand dollars ($25,000) payable in cash or the Company’s |
| Severance Payment | restricted common stock at the Employee’s discretion. If the Employee |
| on No Cause | elects to receive Severance Payment in restricted common stock, such |
| Termination/Good | stock shall be issued over the remaining Term of the Agreement, as if the |
| Cause Resignation | termination had not occurred, in equal quarterly installments. |
| (“Severance | |
| Payment”) | |
| 4(d) | One hundred thousand dollars ($100,000) payable in cash or the |
| Severance Payment | Company’s restricted common stock, at the Employee’s discretion. |
| on COC Termination | |
| (“COC Severance | |
| Payment”) |
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Exhibit 10.12
LEASE AGREEMENT
This Lease Agreement entered into this 22nd the day of July 2024, by and between KENOSIA PROPERTIES, LLC, a Connecticut limited liability company with an address of 1 Wallingford Rd, Danbury, CT. 06810 ("Landlord"), and Go Green Global Technologies Corp., a Nevada Corporation with an address of 5 Production Drive, Brookfield, CT. 06804 (“Tenant”).
W I T N E S S E T H:
In consideration of the mutual promises, covenants and agreements herein contained and in consideration of the rents hereinafter reserved, Landlord does hereby let to Tenant, and Tenant does hereby take and lease from Landlord, the demised premises hereinafter described for commercial use upon all of the terms, promises, covenants and agreements hereinafter set forth.
| 1. | Demised Premises. |
1.1 Description. The premises subject to this Lease (“Demised Premises”) consists of Unit #9 at Kenosia Business Center along with the applicable common areas in a certain building located at 22 Kenosia Avenue, Danbury, CT 06810 (the "Property"), which is described in Exhibit A annexed hereto. The Demised Premises are more particularly shown on the plan annexed hereto as Exhibit B and on the survey annexed hereto as Exhibit C. The term and the rent of the Lease are set forth hereafter in Sections 3 and 4. Tenant accepts the Demised Premises in their ‘As Is” condition.
1.2 Condominium Association. Tenant acknowledges that it is intended that the Property will be submitted to the condominium form of ownership subsequent to the date of this Lease, and that this Lease is subject to the terms and conditions of the Declaration of Kenosia Business Center (the “Declaration”) and the By-Laws and Rules of Kenosia Business Center Association, Inc. (the “Association”), as the same may be amended. Once the condominium has been created Tenant will pay any fines imposed by the Association by virtue of Tenant’s non- compliance with the terms and conditions of the Declaration, the By-Laws and Rules of the Association. Tenant acknowledges receipt of such documents.
| 2. | Use of Premises; Parking; Signage. |
2.1 Use. Tenant shall have the right to use and occupy the Demised Premises for Equipment Storage, Warehouse Store and Light Assembly and no for other uses without the prior written consent of Landlord.
2.2 Licenses and Permits. It shall be Tenant's sole obligation to obtain all licenses, permits and franchises required by it for its use of the Demised Premises. No failure to obtain the same, nor any revocation thereof by any governmental authority of any such licenses, permits or franchises heretofore or hereafter granted by any such governmental authority, shall in any manner affect this Lease or diminish the amount of rent or any other payments or charges payable by Tenant hereunder.
2.3 Compliance with Laws. Tenant shall comply with and conform to all the laws of the State of Connecticut and the City of Danbury so far as Tenant’s occupancy of the Demised Premises is or may be concerned. Tenant agrees to save Landlord harmless from all fines, penalties or costs for violation of or non-compliance with the same, except as such is the result of a condition pre-existing the execution of this Lease.
2.4 Nuisance. Tenant agrees to use the Premises in a manner that does not unreasonably interfere with or infringe upon the rights of other occupants of the Property. Tenant shall not cause, maintain or permit any nuisance in, on or about the Demised Premises or the Property; nor shall Tenant commit or suffer to be committed any waste in, on or about the Demised Premises or the Property.
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2.5 Parking. Tenant shall be entitled to park two (2) vehicles in the exterior parking area of the Property. Tenant may leave one (1) vehicle in the designated parking located directly outside Unit 9 shown as “Waiting Space” on the plan attached hereto as Exhibit D, provided that only one (1) vehicle may be left in the Waiting Space, a representative of Tenant must, during the hours between 8am and 6pm, be in the Demised Premises while the vehicles are in the Waiting Spaces so that the vehicles can be removed upon request.
2.6. Signage. Tenant shall be entitled to display a sign outside of the Demised Premises after receiving Landlord’s written approval, as well as the written approval of the Association (once the Condominium has been created). The sign shall be centered above the pass door of the Demised Premises and shall not exceed 2' x 4' in size. No approval hereunder shall excuse full and complete compliance with regulations of the City of Danbury, including application for permits and approvals to such agencies and the payment by Tenant of any fees required by them. Tenant shall maintain its sign in good order and repair at its own expense.
2.7 Heat. Tenant will at its own cost and expense supply sufficient, reasonable and proper heat for the Demised Premises so as to prevent the freezing of pipes and sprinklers.
2.8 Mechanics’ Liens. Tenant shall promptly pay all contractors and material men hired by Tenant to furnish any labor or materials, which may give rise to the filing of a mechanic’s lien against the Demised Premises. Should any such lien be made or filed, Tenant shall bond against or discharge the same within ten (10) days after written request by Landlord. If Tenant fails to so bond or discharge, Landlord may do so, and Tenant shall reimburse Landlord upon demand for its costs and expenses incurred in connection therewith.
| 3. | Term; Option to Renew |
3.1 Initial Term. The initial term of the Lease shall commence on August 1, 2024 and shall end on July 31, 2029 (the “Initial Term).
3.2 Option to Extend. N/A
| 4. | Rent. |
| 4.1 | Rent. Rent for the demised premises shall be as follows: |
| a. | August 1, 2024, through July 31, 2025: $21,000.00, payable on the first day of each month in equal installments of $1,750.00. | |
| b. | Thereafter, on August 1, 2025, and on each August 1 for the remainder of the Initial Term, and any Extension Terms thereof, rent shall be increased by four percent (4%) over the prior year’s rent. |
4.2 Additional Rent. All other amounts that Tenant is required to pay pursuant to the Lease (including interest and costs that may be added for nonpayment or late payments and attorneys and collection fees) shall constitute additional rent due hereunder ("Additional Rent"). If Tenant fails to pay Additional Rent when due, Landlord shall have the right to pay the same and shall have all right, powers, and remedies with respect thereto as are provided herein or by law in the case of nonpayment of rent.
5.Security Deposit. Tenant has on deposit with the Landlord from the execution of the original lease hereof the sum of $3,500.00, which Landlord will continue hold, without liability for interest, as security for the full and faithful performance by Tenant of all of the terms of this Lease to be observed and performed by Tenant. Landlord shall have the right, at its sole option, to use all or any portion of such funds to cure or correct any defaults by Tenant under this Lease, such right to be in addition to any other rights it may have. If such funds are so used by Landlord, Tenant shall, upon demand by Landlord, forthwith restore such funds to the original (or any subsequent) amounts so deposited.
On or before thirty (30) days after termination of this Lease, Landlord shall return such funds, or the balance thereof if used by Landlord hereunder, to Tenant, without any obligation for interest, provided that Tenant has fully complied with each and every term and provision of this Lease. Landlord may deliver such funds to any purchaser of Landlord’s interest hereunder, upon which delivery Landlord shall have no further liability to Tenant for such funds.
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| 6. | Taxes; Sewer and Water Use Charges and Common Area Maintenance Charges. |
| 6.1 | Taxes. |
Commencing August 1, 2024, and continuing until the end of the term of this Lease or any extension thereof, Tenant shall pay directly to Landlord, as Additional Rent, on or before the first of each month, the sums required for the payment of the proportionate share attributable to Unit #9 of all taxes, assessments and charges levied upon or with respect to the Property which shall include, without limitation, all real estate taxes, assessments, and other governmental impositions and charges of every kind and nature whatsoever, special and several, extraordinary as well as ordinary, and each and every installment thereof, which shall or may during the term be charged, laid, levied, assessed, imposed, become due and payable, or become liens upon the Property or any part thereof and all improvements thereon, under or by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of the federal, state, county and city governments and of all other governmental authorities whatsoever. The proportionate share attributable to Unit #9 is 9.0%.
Tax bills shall be sufficient evidence of the amount of such taxes and shall be used for the calculation of the amounts to be paid by Tenant. The payment of the amounts called for above shall constitute additional rent due and payable under this Lease. The nonpayment of any of same in a timely manner shall constitute a default under this Lease.
In the event that separate tax bills have been issued by the taxing authorities for the Demised Premises, the Tenant shall pay the entire amount of such bills when due.
6.2 Sewer and Water Use Charges. One water meter has been installed on the building in which the Demised Premises are located from which the City of Danbury currently bills Landlord for water and sewer use fees. Water submeters are connected to the Demised Premises to measure water usage for the Demised Premises. Landlord shall issue quarterly statements to Tenant setting forth Tenant’s share of the City of Danbury’s water and sewer use bills based upon readings from the submeters. Such statements shall be due and payable upon receipt as Additional Rent. Any statement that is not paid within ten (10) days of its date shall be considered to be past due. Upon the creation of the condominium the City of Danbury will issue water and sewer use bills to the Association. Thereafter the Association will read the submeters of the Demised Premises and will issue such quarterly statements to Tenant setting forth Tenant’s share of the water and sewer use bills. Said statements shall be due and payable to the Association upon receipt. Any statement that is not paid to the Association within ten (10) days of its date shall be considered to be past due, and Tenant’s failure to pay such statements shall be a default hereunder.
6.3 Common Area Maintenance Charges.
Commencing August 1, 2024, and continuing until the end of the term of this Lease or any extension thereof, Tenant shall pay the sums required for the payment of the proportionate share attributable to Unit #9 of CAM Charges for the Property on the first day of each month as Additional Rent. The proportionate share of CAM charges attributable to Unit #9 is 9.0% of the total CAM Charges. CAM Charges shall mean those charges set forth as “Monthly Common Charges” on Exhibit E annexed hereto. All dollar amounts shown on said Exhibit E are estimates and are subject to modification by Landlord at the end of each calendar year when Landlord shall determine the actual amount of such charges. In the event that the actual amount exceeds the amount that has been paid by Tenant through the end of the lease year, Landlord shall issue a statement to Tenant setting forth the balance due and Tenant shall pay said balance within thirty (30) days of receipt of such statement. If the actual amount is less than the amount that has been paid by Tenant through the end of the lease year, Landlord shall notify Tenant within thirty (30) days of the end of the lease year and, upon Tenant’s request, will refund any overpayment to tenant within thirty days (30) of its receipt of such notice.
Upon the creation of the condominium, Tenant’s share of CAM Charges shall be equal to the amount of common charges billed by the Association to Landlord based upon the Association’s annual budget and any special assessments imposed against the Demised Premises. Tenant shall pay such common area maintenance charges on the first day of each month as Additional Rent.
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| 7. | Utilities. |
Tenant shall be responsible for payment of all utility charges for the Demised Premises, including, but not limited to, gas, electricity, water and sewer.
| 8. | Maintenance and Repairs. |
8.1 Landlord's Repair and Maintenance Obligations. Landlord shall maintain the structural soundness of the Demised Premises and the electrical and plumbing infrastructure of the Demised Premises in good repair, reasonable wear and use and maintenance occasioned by Tenant's misuse or negligence excepted, but only to the extent that same are not the responsibility of the Association to maintain.
8.2 Tenant's Repair and Maintenance Obligations. Except as provided in Section 8.1, Tenant shall, at all times during the term of this Lease, and at its own cost and expense, keep and maintain the Demised Premises in repair and good condition (ordinary wear and tear, deterioration, fire and other casualty, and the elements excepted), including, but not limited to, electrical and plumbing fixtures, the heating, air conditioning systems and appurtenances, and shall use all reasonable precaution to prevent waste, damage or injury.
8.3 Tenant's or Landlord’s Negligence. Any repairs and maintenance which are the responsibility of Landlord shall, if caused by the negligence of Tenant, its agents, employees and/or invitees, be paid for by Tenant. Any repairs and maintenance which are the responsibility of Tenant shall, if caused by the negligence of Landlord, its agents, employees and/or invitees, be paid for by Landlord.
| 9. | Insurance; Indemnification. |
Tenant shall, at its own expense, during the entire term of this Lease, or any extension thereof, carry the following insurance:
9.1 Liability Insurance. General Liability Insurance in the amount of no less than $1,000,000 each occurrence, $2,000,000 Aggregate covering Bodily Injury, Property Damage, Personal and Advertising Injury Liability. Landlord and the Association shall be named as additional insured’s.
9.2 Business Auto Liability Insurance, including Hired and Non-owned Auto Liability in the amount of $1,000,000.
9.3 Environmental Liability Insurance. If Tenant stores hazardous materials or potential pollutants, Environmental Liability Insurance covering property damage and clean- up in the amount of no less than $1,000,000 per claim. Landlord and the Association shall be named as additional insured’s.
9.4 Worker’s Compensation and Employers Liability Insurance to meet the requirements of the State of Connecticut.
9.5 Property Insurance in an amount sufficient to cover the replacement cost of all owned personal property, and any improvements and betterments within the Demised Premises. Such insurance shall contain a waiver of subrogation in favor of the Association.
9.6 Increases in Insurance. Tenant shall pay, as Additional Rent, any insurance premium increase attributable to the Demised Premises by virtue of Tenant’s activities in the Demised Premises. Payment shall be made to Landlord or to the Association if the condominium has been created and if so directed by Landlord.
9.7During the term of this Lease, Landlord shall have the right in its reasonable discretion to require Tenant to cause the aforesaid limits of liability to be increased, provided, however, that adjustments in such limits of liability shall not be required more frequently than annually. The policies contain a clause that the insurer will not cancel or change the insurance without first giving Landlord ten (10) days prior written notice. The insurance company shall be approved by Landlord and a copy of the policy or a certificate of insurance shall be delivered to Landlord.
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9.8. Indemnification of Landlord. Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Demised Premises, or the occupancy or use by Tenant of the Demised Premises or any part thereof, or occasioned wholly or in part by a default under this Lease or any act or omission of Tenant, its agents, contractors, employees, servants, concessionaires, licensees or invitees. In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by Landlord in connection with such litigation. Tenant shall also pay all costs, expenses and reasonable attorney’s fees that may be incurred or paid by Landlord in enforcing the covenants and agreements of this Lease.
9.9Waiver of Subrogation. Each policy of property insurance carried by Tenant shall provide that the insurer waives any right of subrogation against Landlord and the Association (once the condominium has been created (in connection with or arising out of any damage to such property contained in the Demised Premises caused by fire or other risks or casualty covered by such insurance. In no event shall Tenant or any person or entity claiming an interest in the Demised Premises by, through or under Tenant, claim, maintain or prosecute any action or suit at law or in equity against Landlord or the Association for any loss, cost or damage caused by or resulting from fire or other risk or casualty in the Demised Premises or any part thereof, for which Tenant is or may be insured under a standard fire insurance policy with extended coverage whether or not carried by Tenant and whether or not caused by the negligence of Landlord or the Association, or the agents, servants, or employees of Landlord or the Association.
9.10 Independent Contractors’ Insurance. All independent contractors engaged by Tenant shall supply a certificate of insurance for General Liability, Business Auto Liability and Worker’s Compensation & Employers Liability Insurance with limits no less than $1,000,000, naming Landlord and the Association as additional insured’s.
| 10. | Damage by Fire or Other Casualty. |
10.1 Total Destruction. In the event the Demised Premises shall be destroyed or so damaged by fire or other casualty so as to render the Demised Premises wholly untenantable, Landlord may elect to (a) restore and repair such damage to the Demised Premises within one hundred and fifty (150) days after such destruction, in which case all rent due hereunder shall abate on a per-diem, thirty-day-month basis during the period of restoration or (b) terminate this Lease or any extension thereof by giving written notice to Tenant thirty (30) days after such fire or casualty, in which case all rent due hereunder shall terminate as of the day of such fire or casualty and any overpayment of the same shall be promptly refunded to Tenant.
In the event Landlord is unable to restore and repair such damage within on hundred nd fifty (150) days after such destruction, Tenant may elect to terminate this Lease by giving Landlord written notice of its intention to do so within two (2) weeks after the earlier of the expiration of such one hundred and fifty (150) day period or notification from Landlord that the estimated time required to repair such damages and restore the Demised Premises is in excess of 150 days from the date of destruction. If the gives proper notice and elects to Terminates the lease pursuant to this provision the Tenant will have no obligation to reimburse the landlord as defined in Article 4 4.1 paragraph 3 for Landlords cost of work.
10.2Partial Destruction. In the event the Demised Premises shall be destroyed or so damaged but are not thereby rendered wholly untenantable, Landlord shall restore the Demised Premises with reasonable dispatch. While such damage is being repaired, all rent due hereunder shall be reduced by an amount, which bears the same ratio to the monthly rent that the floor area rendered untenantable bears to the total floor area of the Demised Premises. If such restoration is not completed within ninety (90) days of the date of destruction, Tenant may, at its option, terminate this Lease by giving Landlord written notice of its intention to do so within two (2) weeks after the earlier of the expiration of such ninety (90) day period or notification from Landlord that the estimated time required to repair such damages and restore the Demised Premises is in excess of ninety (90) days from the date of destruction.
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| 11. | Improvements. |
11.1Tenant's Improvements. Upon obtaining Landlord's prior written consent, Tenant may, at its option and at its own cost and expense, at any time and from time to time, make additional alterations, changes, replacements, improvements and additions in and to the interior of the Demised Premises, as it may deem desirable, subject to the provisions of the Declaration. Tenant may not make any exterior alterations without the prior written consent Landlord and the Association.
11.2Compliance with Building Codes; Licensed and Insured Contractors. All work done by Tenant in connection with any repairs or in connection with alterations, installations and changes in the Demised Premises shall be in compliance with building and zoning rules and regulations and with all applicable laws, orders, ordinances, rules, regulations and requirements of all federal, state and municipal governments or departments, commissions, boards and officers thereof and in accordance with the rules, orders and regulations of any applicable insurance underwriters and shall be performed by licensed and insured contractors. Tenant shall provide Landlord with evidence of such licensure and insurance prior to the commencement of any work in the Demised Premises.
| 12. | Quiet Enjoyment. |
Landlord covenants with Tenant that it has good right to lease the Demised Premises in manner aforesaid, and that it will suffer and permit Tenant (if it is keeping all the covenants on its part, as herein contained) to occupy, possess, and enjoy said premises during the term aforesaid, without hindrance or molestation from it or any person claiming by, from or under it.
| 13. | Tenant's Default. |
13.1.Right to Enter. In the event of any failure of Tenant to pay any Rent or Additional Rent due hereunder within ten (10) days after the same is due, or any failure to commence and diligently pursue the performance of any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant for more than fifteen (15) days after written notice of such default shall have been given to Tenant, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or take or have taken against Tenant in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, or if Tenant makes an assignment for the benefit of creditors or petitions for or enters into an arrangement, or if Tenant shall abandon the Demised Premises, or otherwise close its business to the public for ten (10) consecutive days, or suffer this Lease to be taken under any writ of execution, then Tenant shall be in default hereunder and Landlord besides other rights or remedies it may have, shall have the immediate right of re-entry in accordance with the statutes relating to summary process and may remove all persons and property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant.
13.2.Right to Relet. Should Landlord elect to re-enter as herein provided and take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such non- structural alterations and repairs as may be necessary in order to relet the Demised Premises, and relet the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its discretion may deem advisable; upon each such reletting all rentals received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees and reasonable attorney’s fees and of costs of such non-structural alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re- entry or taking possession of the Demised Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable attorney’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Demised Premises for the remainder of the stated term, all of which amounts shall be immediately due and payable from Tenant to Landlord.
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13.3. Landlord’s Expenses. In case suit shall be brought for recovery of possession of the Demised Premises, for the recovery of rent or any of the amounts due under the provisions of this Lease, or because of the breach of any other covenant herein contained on the part of Tenant to be kept or performed, and a breach shall be established, Tenant shall pay to Landlord all expenses incurred therefor, including a reasonable attorney’s fees.
13.4. Waiver of Jury Trial. The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Demised Premises and/or any claim of injury or damage.
13.5. Waiver of Right of Redemption. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Demised Premises, by reason of the violation by Tenant of any of the covenants or conditions of this Lease or otherwise.
13.6. Waiver of Notice to Quit. Tenant hereby expressly waives service of any notice to quit provided for in any statute, or of Landlord’s intention to institute legal proceedings to that end.
13.7 Late Charges and Interest on Late Payments. If Tenant shall fail to pay when due and payable, any Rent or Additional Rent hereunder within ten (10) days after the same is due, such late payments will be subject to a late charge of five percent (5%) for each month the same are delinquent. Further, should Tenant fail to pay any other amounts which it is required to pay hereunder when the same are due and payable, such unpaid amounts shall bear interest from the due date thereof to the date of payment, at the rate of eighteen percent (18%) per annum.
| 14. | Landlord's Right to Cure Tenant's Default. |
If Tenant defaults in the performance of any covenant or condition of this Lease required to be performed by Tenant, Landlord, at its option, may after thirty (30) days’ notice to Tenant, or without notice if in Landlord's opinion an emergency exists, perform such covenant or condition for the account and at the expense of Tenant and Tenant shall reimburse Landlord for such expense. The amount of such expense shall be deemed to be Additional Rent and shall be paid by Tenant with the next monthly installment of rent due hereunder Lease. The provisions of this section shall survive the termination of the Lease.
| 15. | Eminent Domain. |
15.1 Total Condemnation. In the event the whole of the Demised Premises shall be taken under the power of eminent domain for any public or quasi-public use or purpose, this Lease shall thereupon terminate as of the date possession shall be taken by or under the condemnor. Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease.
15.2 Partial Condemnation. In the event that eminent domain proceedings shall have been instituted with respect to the Property and such proceedings or any action consequent thereon render the Demised Premises, or parking area, or other common area unusable for Tenant's operations as previously conducted thereon, Tenant shall have the right upon notice to Landlord (rendered within sixty (60) days after Tenant shall have ascertained or been duly notified by Landlord (whichever shall first occur) of the existence of such proceedings in eminent domain) to terminate this Lease, effective as of the date possession shall be taken by or under the condemnor.
15.3 Termination of Lease. In the event this Lease shall be terminated, as provided in this section, the Demised Premises and the improvements shall belong absolutely to Landlord and Tenant shall promptly remove all of Tenant's personal property and each party hereto shall thereupon be released from every obligation hereunder to the other, except:
(a) With respect to any covenants the breach of which occurred prior to termination date; and
(b) The obligation of Landlord to refund to Tenant any rent paid by Tenant for the period subsequent to the termination date and Tenant's security deposit hereunder to the extent it is refundable hereunder.
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15.4. Damages. All damages awarded for any such taking under the power of eminent domain, whether for the whole or a part of the Demised Premises, shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value of the leasehold or for the fee of the. Demised Premises, provided, however, that Landlord shall not be entitled to any award made to Tenant for loss of or damage to Tenant's trade fixtures and removable person property or for damages to improvements made by Tenant with approval of Landlord during the term of this Lease and any extension thereof or for damages for cessation or interruption of Tenant's business.
15.5 Adjustment of Rents. If this Lease is terminated as provided in this section, all rent shall be paid up to the date that possession is taken by the condemning authority, and Landlord shall make an equitable refund of any rent paid by Tenant in advance and not yet earned.
15.6 Voluntary Sale. A voluntary sale by Landlord to any public or quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat of condemnation, or while condemnation proceedings are pending, shall be deemed to be a taking by eminent domain for the purposes of this section.
| 16. | Assignment and Subletting. |
Tenant may not assign or sublet all or any part of the Demised Premises for any portion of the term of this Lease or any extension thereof except with the prior written consent of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; and any such assignment or sublet, if approved, shall not relieve Tenant of any liability hereunder.
| 17. | Subordination. |
This Lease and any extension thereof, the lien thereof upon the Demised Premises, and all rights of Tenant hereunder, are hereby subordinated and made subject to liens of all bona fide mortgages to any bank, institutional lender or insurance company now or hereinafter placed on the Demised Premises. No other instrument shall be necessary to subordinate this Lease and all rights hereunder to the lien or liens of any such mortgage or mortgages. Nonetheless, Tenant hereby agrees that it will, upon demand, at any time or times, execute, acknowledge and deliver to Landlord, without expense to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights hereunder to the lien or liens of any such new mortgage or mortgages.
| 18. | Estoppel Certificate. |
Tenant, upon Landlord's written request, shall execute an estoppel certificate prepared by Landlord which certificate shall describe the lease and any amendments thereto and shall set forth the lease term, a description of the Demised Premises, whether the lease is in full force and effect, whether Tenant has any defenses or rights of offset against Landlord, whether there is any known default on the part of the other party, and acknowledging that the prospective lender or purchaser is relying on the certificate and the information contained therein.
| 19. | Hazardous Waste. |
Tenant agrees that the storage or use of any Hazardous Waste or petroleum product materials shall be in compliance with all federal, state or local laws or regulations. Tenant further agrees that it shall be responsible for all costs, damages, or liability that may be incurred in connection with any hazardous waste discharge, spillage, or any other violation of any law in connection with the storage or use of hazardous waste materials or petroleum products; provided, however, that such discharge, spillage or other violation is as a result of or caused by Tenant's occupancy, business, or other related activities, or of or by its employees, customers, agents, or visitors. In no case does this apply to any condition that may have existed prior to Tenant's occupancy, or by the actions and occurrences on adjacent properties. Tenant agrees to notify Landlord and the Association of the storage of any hazardous waste materials or petroleum products in the Demised Premises within thirty (30) days after said storage. Tenant further agrees to notify Landlord and the Association within twenty-four (24) hours of any hazardous waste or petroleum products discharge or violation of this section.
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Tenant agrees that it shall be responsible for the clean-up of any discharge or spillage. In the event of any hazardous waste discharge or spillage, Tenant shall immediately have said soil tested by a firm specializing in said work and enter into a contract for the removal of said soils and replacing of soils with clean fill and for the replacing of any areas disturbed because of said discharge or spillage. All of said work shall take place within one hundred twenty (120) days of knowledge of said discharge or spillage if practical. In the event one hundred twenty (120) days is insufficient to perform a proper clean-up, Tenant may ask in writing for an extension of time to perform a proper clean-up. Landlord will consent in writing to such extension, so long as such extension is reasonable in time considering the scope of the discharge or spillage. Tenant shall first obtain Landlord’s and the Association’s approval for any remedial action.
In the event Tenant fails to perform said work as set forth in this section, then, in such event, Landlord may cause the same to be completed and Tenant shall be responsible for the payment of same within ten (10) days after presentation of bill to Tenant for the work performed, together with all reasonable costs incurred by Landlord in the performance of said work and repairing any damage to the entire premises and including any reasonable attorney's fees incurred. Any monies paid by Landlord in connection herewith shall be repaid to Landlord together with interest at the rate of twelve percent (12%) per annum until paid.
Tenant shall undertake no acts which would result in the Demised Premises being defined or classified as an “Establishment” under the Environmental Laws of the State of Connecticut, including, but not limited to, generating more than one (100) hundred kilograms of hazardous waste, as defined in Connecticut General Statutes Section 22a-115, in any one month. In the event that Tenant does undertake acts which result in the Demised Premises being defined or classified as an “Establishment” in violation of this Lease, Tenant shall be responsible for all costs associated with compliance by Landlord or Landlord’s successor in title with all applicable statutes and regulations concerning the transfer of Establishments, including, but not limited to, remediation costs, filing fees, testing, reasonable attorney’s fees, consultant’s fees.
No chemicals or hazardous waste of any kind (including, but not limited to, motor oil, antifreeze, paint, etc.) may be placed in refuse containers for pickup or poured down any drains on the Property.
The provisions of this Section 19 shall survive the expiration or other termination of this Lease.
| 20. | Conditions. Landlord to clean, paint and deliver space with all systems in working order. |
| 21. | Confidentiality. |
Tenant agrees to keep the terms and conditions of this Lease strictly confidential and to refrain from disclosing the terms and conditions to any person or entity whatsoever (other than to its attorney, accountant and employees who have a need to know such information) including, but not limited to, other tenants or occupants of Kenosia Business Center unless compelled by law, or court or administrative order or subpoena to make such disclosure. Any disclosure shall constitute a breach of this Lease and, in such event, Landlord may exercise all rights provided in Section 13 hereof.
| 22. | Access to Demised Premises. |
22.1 Landlord or Landlord’s agents shall have the right to enter the Demised Premises at all reasonable times, upon reasonable notice to Tenant (except in the event of an emergency, when no notice need be given), to examine the same, and to show them to prospective purchasers or mortgagees, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, and Landlord shall be allowed to take all material into and upon the Demised Premises that may be required therefore, without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall in no way abate while such repairs, alterations, improvements, or additions are being made, by reason or loss or interruption of business of Tenant, or otherwise. During the six (6) months prior to the expiration of the term of this Lease or any extension thereof, Landlord may exhibit the Demised Premises to prospective tenants, and place upon the Demised Premises the usual notices “To Let” (or similar notices) which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance, or repair of the Demised Premises or any part thereof, except as otherwise herein specifically provided.
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| 22.2 | Utility Room. Not Applicable. |
| 23. | Surrender of Demised Premises. |
At the expiration of the tenancy hereby created, Tenant shall surrender the Demised Premises broom clean and in the same condition as the Demised Premises were in upon delivery of possession thereto under this Lease, reasonable wear and tear excepted, and damage by unavoidable casualty excepted, and shall surrender all keys for the Demised Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the Demised Premises. Prior to the surrender Tenant shall repair any damage caused to the Demised Premises by Tenant’s removal of any trade fixtures. Landlord may, at its discretion, require that Tenant remove any alterations or improvements made with or without Landlord’s consent and approval. Tenant shall not remove any improvements or items permanently fastened to any component of the interior or exterior of Demised Premises with the written consent of Landlord. Without diminishing Tenant’s responsibility to remove items from and repair damage in the Demised Premises at the end of the Term, if, following Tenant’s vacating of the Demised Premises, Tenant has failed to remove any item of personal property or any trade fixtures or improvement that it is Tenant’s responsibility to remove, all such items shall become property of Landlord. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this Lease.
| 24. | Holding Over. |
Any holding over after the expiration of the term hereof, with the consent of Landlord, shall be construed to be a tenancy from month to month at the Rent and Additional Rent herein specified (prorated on a monthly basis) and shall otherwise be on the terms and conditions herein specified, so far as applicable.
| 25. | General Provisions. |
25.1 Entire Agreement. This instrument contains the entire and only agreement between the parties and no oral statements or representations or prior written matter not contained in this instrument shall have any force or effect. This Lease may only be changed, modified or discharged by an agreement in writing executed by the parties hereto.
25.2 Partial Invalidity. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.
25.3 Successors and Assigns. Except as otherwise provided herein, the agreements, conditions, covenants and terms herein contained shall, in every case, apply to, be binding upon, and inure to the benefit of the respective parties hereto and their respective heirs, administrators, executors, successors and assigns, with the same force and effect as if specifically mentioned in each instance where a party hereto is named.
25.04. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, or shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy in this Lease provided.
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25.05. Notice to Landlord. Any notice by Tenant to Landlord must be in writing and will be deemed given if served by certified or registered mail, postage prepaid, addressed to Landlord at its address first written above or at such other address as Landlord may designate by written notice. However, nothing in this shall prohibit written notice by any other effective means.
25.06. Notice to Tenant. Any notice by Landlord to Tenant must be in writing and will be deemed given if served by certified or registered mail, postage prepaid, addressed to Tenant at the address of the Leased Premises or to such other address as Tenant may designate by written notice. However, nothing in this Section shall prohibit written notice by any other effective means.
25.07. Captions, Etc. The captions, section numbers and article numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease.
25.8. No Recording Lease. Tenant shall not record this Lease, but the parties hereto agree to execute a Notice of Lease if requested by one party drawn in accordance with the statutes of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have hereunto set their names and seals on the day and year first above written.
Signed, sealed and delivered
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Landlord:
KENOSIA PROPERTIES, LLC
By: /s/ Christopher Orifici
Christopher Orifici
Its: Member
Tenant:
Go Green Global Technologies Corp.
By: /s/ Corrine Couch
Corrine Couch
Its: COO
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Exhibit A
PROPERTY DESCRIPTION
All that certain piece or parcel of land, together with the buildings and improvements thereon, situated in the City of Danbury, County of Fairfield and State of Connecticut, on the Easterly side of Kenosia Avenue, which premises are more particularly shown and designated as Lot No. 2 on a certain map entitled, "Resubdivision Map prepared for Harry Cohen, Trustee, Danbury, Connecticut Total Area 8.526 Acres IL-40 Zone" which map is on file in the office of the Danbury Town Clerk, and dated September 16, 1977 as Map No. 6353.
Said premises being more particularly described as follows: Commencing at a point on the easterly side of Kenosia Avenue, which point marks the Southwesterly corner of premises, now or formerly of Tesec, Inc. and the Northwesterly corner of the premises herein described; thence running N 63° 50' 23" E, along land now or formerly of Tesec, Inc., a distance of 236.45 feet to a point; thence turning and running S 38° 11' 59" E, along land now or formerly of Kenosia Avenue Realty, LLC, a distance of 163.15 feet to a point; thence turning and running S 59° 59' 13" W, along land now or formerly of Patrice Nadeau, a distance of 236.68 feet to a point on the easterly side of Kenosia Avenue; thence turning and running N 40° 15' 11" W along the easterly boundary of Kenosia Avenue, a distance of 45.97 feet to a point; thence continuing along the easterly boundary of Kenosia Avenue N 36° 11' 17" W, a distance of 132.90 feet to the point or place of beginning.
Said Premises being further shown on a certain map entitled “Schedule B to Declaration of Kenosia Business Center Prepared for Kenosia Properties, LLC Scale 1” = 20’ Area: 0.920 Ac, Zone: IL-40 Date: May 4, 2007” which map was prepared by new England Land Surveying, P.C. Robin Commons – 118 Coal Pit Hill Road, Danbury, Connecticut Robert M. Bennison, L.S. #12964 and which map shall be recorded in the office of the Danbury Town Clerk.
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Exhibit B
KENOSIA BUSINESS CENTER DWG U-9
22 KENOSIA AVENUE, DANBURY, CONNECTICUT DATE 06-01-07
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Exhibit C
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Exhibit E
Common Area Maintenance
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Exhibit 23.1
 |
New York Office:
805 Third Avenue New York, NY 10022 212.838.5100
www.rbsmllp.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Form S-1 Amendment No. 3 of our report dated May 30, 2024, relating to the financial statements of Go Green Global Technologies Corp. as of and for the years ended December 31, 2023, and 2022 (which report includes an explanatory paragraph regarding the Company’s ability to continue as a going concern).
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ RBSM LLP
New York, NY
January 13, 2025