EXHIBIT 99.1
Fision & Continuity Logic |
Illustrative Pro Forma Capitalization of Fision |
As of December 21, 2018 |
| Pre-Transaction | Post-Merger (Pre-Merger Private Placement) | Following Merger Private Placement (MPP) |
| (a) | (b) | | | | (c) | (d) | | | | (e) | (f) | | |
| Outstanding shares @ 12/21/18 Before Common Offering | Common Offering Warrants | Fully Diluted | % of Fully Diluted | Shares | Common Offering Shares | Common Offering Warrants | Fully Diluted | % of Fully Diluted | Shares | MPP Offering Shares | MPP Warrants | Fully Diluted | % of Fully Diluted |
Fision Equity Holders | 66,811,453 | - | 66,811,453 | 87% | 66,811,453 | - | - | 66,811,453 | 42% | 66,811,453 | - | - | 66,811,453 | 31% |
Continuity Logic Equity Holders | - | - | - | 0% | 66,811,353 | - | - | 66,811,353 | 42% | 66,811,353 | - | - | 66,811,353 | 31% |
Participants in Common Offering and Merger Private Placement (MPP) | - | 10,000,000 | 10,000,000 | 13% | 10,000,000 | 8,800,000 | 5,000,000 | 23,800,000 | 15% | 23,800,000 | 28,000,000 | 28,000,000 | 79,800,000 | 37% |
Total | 66,811,453 | 10,000,000 | 76,811,453 | 100% | 143,622,806 | 8,800,000 | 5,000,000 | 157,422,806 | 100% | 157,422,806 | 28,000,000 | 28,000,000 | 213,422,806 | 100% |
Note - The Illustrative Pro Forma Capitalization of Fision does not include the impact of the six month Warrants granted to Continuity Logic unit holders to purchase the same number of shares to which they are entitled as part of the merger which allows them to purchase an equivalent number of shares for $.25 for six months after the Closing of the Merger, and if they exercise that Warrant, then they will also receive an additional three year Warrant allowing them to purchase an equivalent number of shares at $.50 per share.
(a) | Actual outstanding common shares of Fision at 12/21/2018 |
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(b) | Outstanding Common Offering warrants issued and outstanding at 12/21/2018 |
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(c) | The Common Offering ($3M) provides for total shares as noted below: |
Total Common Offering | | $ | 3,000,000 | |
Offering Price | | | 0.20 | |
Total Common Offering Shares Eligible to be Offered | | | 15,000,000 | |
Advisory Shares (10%) | | | 1,500,000 | |
Total Common Offering Shares Including Advisory Shares | | | 16,500,000 | |
Common Offering Shares Issued as of 12/21/18 | | | 7,700,000 | |
Common Offering Shares to be issued | | | 8,800,000 | |
(d) | The Common Offering provides for 100% warrant coverage |
Total Common Offering Warrants | | | 15,000,000 | |
Common Shares Warrants as of 12/21/18 | | | 10,000,000 | |
Total Common Offering Warrants | | | 5,000,000 | |
| (e) | The Company anticipates that its Merger Private Placement will raise new money ranging between $3,000,000 and $5,000,000. For illustration purposes, the Company has assumed $4,000,000 of new money will be raised as part of the MPP and that all of that will be converted into equity. |
| Additionally, for illustrative purposes, the Company has assumed that existing debt holders of $3,000,000 will convert amounts owed at the same terms of the MPP: |
Existing Debt Conversions | | $ | 3,000,000 | |
New Money Raised | | | 4,000,000 | |
Total | | | 7,000,000 | |
Price Per Share | | | 0.25 | |
Total MPP Offering Shares | | | 28,000,000 | |
| (f) | The MPP Offering provides for 100% warrant coverage. See calculation above |
