SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 7 - SUBSEQUENT EVENTS |
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On January 6, 2014, we completed a reverse merger pursuant to an Agreement and Plan of Merger (the"Merger") among the Company, Kogeto Acquisition Corp., a wholly-owned subsidiary of the Company, and Old Kogeto. We acquired 100% of Old Kogeto's capital stock through the Merger, making Old Kogeto a wholly-owned subsidiary of the Company. In consideration for the Merger, we issued the stockholders of Old Kogeto a total of 24,357,087 newly issued shares of our common stock. Old Kogeto is considered the acquirer of Kogeto, Inc. (formerly Northeast Automotive Holdings, Inc.) for accounting purposes. As part of the transaction, we also acquired 100% of the membership interests of Kogeto Lucy, LLC from Jeff Glasse its sole member in exchange for the issuance of 1,000 newly issued shares of our common stock. |
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There was no prior relationship between our company and any of our affiliates, on the one hand, and the Old Kogeto stockholders and Jeff Glasse and any of their affiliates, on the other. |
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Subject to completion of the merger, on or about January 14, 2014, pursuant to the terms of a Subsidiary Purchase Agreement, we sold all of the outstanding shares of our NEAA-NY subsidiary, through which the Company had previously conducted its business, to the former Chief Executive Officer of the Company, in exchange for the return and cancellation of 5,827,246 shares of our common stock that he owned. |
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On January 2, 2014, we agreed to settle the 500,000 shares of common stock to be issued to a former consultant for 160,000 shares of our common stock. |
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On January 6, 2014, upon the closing of the Merger and included in the 24,357,087 newly-issued shares of our common stock are 1,941,533 shares of our common stock which was converted from Old Kogeto's 10% senior secured convertible notes outstanding of $425,000 plus accrued interest. In connection with this conversion, we issued warrants to purchase 500,000 shares of our common stock at an exercise price of $0.31 per share exercisable for a period of 5 years. In January 2014, we repaid Old Kogeto's remaining 10% senior secured convertible notes outstanding of $25,000 plus accrued interest. |
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In January 2014, upon the closing of the Merger and in connection with the $750,000 in secured bridge notes of Old Kogeto which were outstanding prior to the Merger, we issued warrants to purchase 240,000 shares of our common stock at an exercise price of $0.32 per share exercisable for a period of 5 years. Included in the Private Placement was the cancellation of $450,000 of these secured bridge notes. In connection with these secured bridge notes, we issued additional warrants to purchase 481,428 shares of our common stock to a placement agent at an exercise price of $0.32 per share and exercisable for a period of 5 years. |
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On January 6, 2014, upon the closing of the Merger, we entered into an agreement with Baytree Capital Partners LLC ("Baytree") as our exclusive financial advisor for a period of twenty-four months to perform business and financial consulting services. Pursuant to this agreement, Baytree was issued warrants to purchase 4,250,000 shares of our common stock at an exercise price of $0.32 per share exercisable for a period of 5 years with cashless exercise provisions that will not vest for a period of six months from issuance. In addition to the warrants, at the start of each six-month period during the twenty-four month term of this agreement, we shall issue to Baytree 100,000 shares of our common stock. If the current market value of these shares is less than $75,000, we shall issue to Baytree such number of shares of our common stock necessary to make the value of this fee equal to $75,000 (the current market value for our common stock shall be calculated as the average closing price for our common stock for the 30 trading days prior to the payment of this fee.) |