Significant Events Disclosure | NOTE 3 - SIGNIFICANT EVENTS Settlement of Litigation and Contract Disputes The Company received 2,190,484 shares of its common stock in settlement of litigation and other disputes valued at $0.926 per share. As part of the settlement the Company forgave a $50,000 note receivable. . The Company also received 675,000 shares in settlement of contract disputes valued at $0.91 per share. The total gain on settlement of disputes was $2,592,910. On August 8, 2015, the Company and two consultants received the award from the arbitrator in the Company's arbitration with two of its consultants/former employees, who had voluntarily resigned. The arbitrator awarded the two consultants damages of $1,270,000; $101,243 for breach of contract; certain declaratory relief upholding the validity of the consulting agreement; and reimbursement of the consultants' attorney's fees and costs incurred in the arbitration of $341,375. On August 30, 2015, the Company and Hawaii Solar, LLC and National Energy Partners, LLC entered into a settlement agreement. The Company will pay NEP $826,000 to settle and compromise the claims and controversies between the Company and NEP and to terminate the Xnergy Action, the DOE Action and the DPR Arbitration. Of the $826,000, 369,318 shares of common stock were issued for $325,000. Common Stock Transactions During the nine months ended September 30, 2015, the Company issued 605,770 common shares for services valued at $560,990. The Company also issued 200,000 common shares for debt issuance costs valued at $226,000. The Company cancelled the 2,190,484 shares of its common stock it received in settlement of litigation. The Company issued a stock subscription of $2,000,000 for 1,666,667 shares of its common stock and for warrants to purchase an additional 833,334 shares of common stock for $1.60 per share, subsequently reduced to $0.20 per share. The warrants are exercisable beginning six months from the issuance date and ending 5 years after they become exercisable. The Company issued a stock subscription of $37,835 for 50,000 shares of its common stock for $0.75 per share to its CEO. Credit Line Payable During the nine months ended September 30, 2015, the Company borrowed $2,368,280 on the line of credit. The line of credit is for up to $4,000,000 subject to approval of the use of proceeds by the lender. The line of credit accrues interest at 12% per annum and is secured by the Sumter Heat and Power CHP plant and the Melga Solar Project. The Company received net proceeds of $2,911,700 after closing costs. The Company has issued 400,000 shares of Class D convertible preferred stock as tertiary collateral for the line of credit. The $88,300 of fees withheld from the proceeds of the line of credit are included in prepaid expenses and are being amortized over the term of the line of credit. CHP Plant Sumter SC Electricity and thermal heat is being generated and revenue from the generator is captured for processes in the poultry facility, lowering energy costs, reducing greenhouse gas emissions and improving energy efficiency. The Company realized the first revenues from CHP during June 2015. Series D Preferred Stock The Company has issued 400,000 shares of its $10.00 per share Series D preferred stock as tertiary collateral against the line of credit. The Series D preferred shares are issued, but not presently outstanding. The Series D preferred shares certificate is held by a third party and the lender does not have access to the certificate without the consent and cooperation of the Company. Solely in the event of a default by the Company of its payment obligations under the terms of the line of credit, a block of the Series D preferred shares would be released and converted into common shares in accordance the formula provided in the line of credit agreement. The sufficient common shares would be sold by the lender to cure the default. Upon the repayment of the line of credit the Series D preferred stock will be returned to the Company and cancelled. The Series D preferred shares are convertible into the Companys common stock by dividing the amount of any payment under a monetary default by the average closing price of the Companys common stock for 10 business days immediately prior to a conversion, but in no event to exceed 2,500,000 shares until first obtaining shareholder approval. Related Party Notes Payable The related party notes payable, totaling $1,333,147, are due on demand, accrue interest at 12% per annum and secured by the proceeds of the Companys Sun Valley projects. Convertible Note Payable and Note Payable During the nine months ended September 30, 2015, the Company borrowed $10,000,000 on a Senior Convertible note payable to Jackson Investment Group, LLC (Jackson.) The note payable was convertible into shares of the Companys common stock at $1.00 per share. However, on May 13, 2015, the convertible note payable was amended to increase the conversion price to $1.02 per share. The convertible note payable accrued interest at 12% per annum and was due on September 10, 2015. The convertible note payable was secured by all the assets of the Company except for the Sumter Heat and Power CHP plant and the Melga Solar Project and is also guaranteed by each of the Companys Subsidiaries, other than the two just mentioned. The Company received net proceeds of $9,953,068 after closing costs. The $46,932 in legal fees withheld from the loan proceeds are included in prepaid expenses and were amortized over the 6 month term of the convertible note payable. The lender received 200,000 shares of common stock valued at $226,000 as consideration for making the loan. The lender also received 2,000,000 warrants to purchase shares of the Companys common stock at $1.02 per share (amended from $1.00 per share). The value of the warrants measured by the Company was $1,321,600. The value was computed using the Black-Scholes formula with a 5 year maturity, 1.62% risk free rate and a 94.46% volatility. The lender also received the option (the Option) to purchase shares of the Companys common stock at $1.02 per share (amended from $1.00 per share) upon the Companys repayment of all or part of the convertible note payable. The value of the right to purchase common shares measured by the Company was $649,091. The value was computed using the Black-Scholes formula with a 1 year maturity, .25% risk free rate, a 87.06% volatility and a 5% probability of exercise. The total discount on the convertible note payable of $2,196,691 is being amortized over the 6 month term of the debt. The $10 million Senior Convertible note was paid on September 10, 2015. On September 10, 2015, the Company entered into a Note Purchase Agreement (the Purchase Agreement) pursuant to which a 15% senior secured note (the September Note) in the principal amount of $10,600,000 was issued, due February 29, 2016 to Jackson. The September Note was issued to repay and refinance in full the 12% senior secured convertible note due September 10, 2015 and issued on March 10, 2015 (the March Note), including $600,000 of accrued interest under the March Note. The September Note was issued solely as a result of unexpected construction delays outside of the parties' control at the Brooks Heat & Power CHP facility being constructed and is still collateralized by all of the assets of the Company and guaranteed by the Company's Subsidiaries, except as noted above. Neither the September Note, nor interest accrued thereon, is convertible into shares of the common stock of the Company. The 2,000,000 stock purchase warrants granted to Jackson by the Company on March 10, 2015 remain unchanged and are exercisable until March 10, 2020. The Option granted to Jackson on March 10, 2015 remains unchanged and is exercisable until March 10, 2016 |