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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

 

On January 9, 2017, the Company issued an investor a promissory note in the total principal amount of $277,778 with a 10% annual interest rate, which will be due on the earlier of (i) January 9, 2018; or, (ii) the closing of the Secondary Offering. The Company received $250,000 of gross proceeds from the Note. The investor has the right to convert the note into shares of the Company’s common stock during the 15-days immediately following the closing of the Secondary Offering at a conversion price equal to 65% of the share price in the Secondary Offering. The Company also granted to the investor warrants to purchase 277,778 shares of common stock at $0.50 per share. The investor will also be issued 150,000 shares of our common stock.

 

On January 20, 2017, the Company issued an investor a promissory note in the total principal amount of $114,000 with an 8% annual interest rate, which will be due 9-months after the issuance of the note. The Company received $100,000 of gross proceeds from the Note. The investor has the right to convert the note into shares of the Company’s common stock following 180-days after the issuance of the note at a conversion price equal to 60% of the three (3) lowest closing bid prices for our common stock during the prior 15 trading day period.

 

On February 3, 2017, the Company finalized and executed a Confirmation and Continuation Agreement (the “Agreement”) with kathy ireland WORLDWIDE, INC. (“kiWW“).In order to settle all disputes under the License Agreement previously entered by the Company and kiWW, the Company agreed to, among other things, (i) issue to kiWW warrants in the form of a Common Stock Purchase Warrant (the “Warrant”) to acquire 3,000,000 shares of the Company’s common stock (the Warrant expires five years from the date of issuance and is exercisable for $0.01 per share, with a cash-less exercise option); and, (ii) issue to kiWW 500,000 restricted shares of the Company’s common stock, which will be subject to the same lock-up agreement placed on executives of the Company pursuant to the Company’s proposed secondary offering. In exchange, kiWW agreed that (i) the Company has performed, paid, and otherwise satisfied all of its obligations under the License Agreement for calendar year 2016; (ii) as of the end of 2016, the Company was not in breach of the License Agreement in any respect; and, (iii) the License Agreement is in full force and effect.

 

On February 8, 2017, the Company issued an investor a promissory note in the total principal amount of $277,778 with a 10% annual interest rate, which will be due 9-months after the issuance of the note. The Company received $250,000 of gross proceeds from the Note. The investor has the right to convert the note into shares of the Company’s common stock commencing at the earlier of (i) the closing of the Secondary Offering; or, (ii) 120-days after the issuance of the note, at a conversion price equal to (y) upon closing of the Secondary Offering until 120-days from issuance of the note, 65% of the pricing in the Secondary Offering; (z) 121 days after issuance of the note, 60% of the lowest trade price of our common stock during the 15 trading days immediately preceding conversion, but in no event less than $0.01 (however, in the event that the price falls below $0.01 then 50% of the lowest trade price of during 15 trading days immediately preceding the conversion). The Company also granted to the investor warrants to purchase 277,778 shares of common stock at $0.50 per share. Investor will also be issued 150,000 shares of our common stock.

  

On February 8, 2017, the Company issued an investor a promissory note in the total principal amount of $240,411 with a 2% annual interest rate, which will be due at the earlier of (i) August 8, 2017; or, (ii) the closing of the Secondary Offering. The Company received $190,411 of gross proceeds from the Note. As a condition to the note, all of the gross proceeds received by the Company were immediately used to pay-in-full the promissory note issued by the Company on March 30, 2016 in the original principal amount of $275,000, thereafter amended and restated as the 4% convertible note Due June 30, 2017. The investor has the right to convert the note into shares of the Company’s common stock commencing at a conversion price equal to 65% of the pricing of the shares in the Secondary Offering.

  

On February 17, 2017, the Company issued an investor a promissory note in the total principal amount of $277,778 with a 10% annual interest rate, which will be due at the earlier of (i) the closing of the Secondary Offering; or, (ii) 9-months after the issuance of the note. The Company received $250,000 of gross proceeds from the Note. The investor has the right to convert the note into shares of the Company’s common stock commencing at the earlier of (i) the closing of the Secondary Offering; or, (ii) 120-days after the issuance of the note, at a conversion price equal to (y) upon closing of the Secondary Offering until 120-days from issuance of the note, 65% of the pricing in the Secondary Offering; (z) 121 days after issuance of the note, 60% of the lowest trade price of our common stock during the 15 trading days immediately preceding conversion, but in no event less than $0.01 (however, in the event that the price falls below $0.01 then 50% of the lowest trade price of during 15 trading days immediately preceding the conversion). The Company also granted to the investor warrants to purchase 277,778 shares of common stock at $0.50 per share. Investor will also be issued 150,000 shares of our common stock.

 

On February 27, 2017, the Company issued an investor a promissory note in the total principal amount of $58,000 with an 8% annual interest rate, which will be due 9-months after the issuance of the note. The Company received $50,000 of gross proceeds from the Note. The investor has the right to convert the note into shares of the Company’s common stock following 180-days after the issuance of the note at a conversion price equal to 60% of the three (3) lowest closing bid prices for our common stock during the prior 15 trading day period.

 

On March 23, 2017, the Company issued an investor a promissory note in the total principal amount of $110,000 with a 10% annual interest rate, which will be due 6-months after the issuance of the note. The Company received $100,000 of gross proceeds from the Note. The investor has the right to convert the note into shares of the Company’s common stock commencing at the earlier of (i) the closing of the Secondary Offering; or, (ii) 90-days after the issuance of the note, at a conversion price equal to 60% of the lowest closing bid or traded price, whichever is lower, of the Company’s Common Stock during the fifteen (15) trading days immediately preceding Issuance or Conversion Date, whichever is lower. The Company also granted to the investor warrants to purchase 110,000 shares of common stock at $0.50 per share. Investor will also be issued 60,000 shares of our common stock. The Company also issued 275,000 shares of common stock to the investor as “Returnable Shares”. The Returnable Shares will be returned to the Company and canceled in the event (i) the note is prepaid in full within the initial 180-days after issuance, or (ii) if investor elects to convert the Note within the initial 180-days after issuance.

 

Effective March 20, 2017, the Company entered into a consulting agreement with I|M1, LLC (“I|M1”) for I|M1 to provide assistance and advice regarding the promotion, marketing, and branding of men’s products to be sold by the Company. The Company agreed to issue to I|M1 2,500,000 shares of the Company’s restricted stock, which were to be immediately issued and earned. The Company also agreed to pay I|M1 $50,000 at the earlier of (i) June 30, 2017; or, (ii) a debt or equity offering closed by the Company for an amount at least $10,000,000.

 

On March 23, 2017, the Company issued to Labrys Fund, LP (“Labrys”) a promissory note in the total principal amount of $110,000 with a 10% annual interest rate, which will be due 6-months after the issuance of the note. The Company received $100,000 of gross proceeds from the Note. Labrys has the right to convert the note into shares of the Company’s common stock commencing at the earlier of (i) the closing of the Secondary Offering; or, (ii) 90-days after the issuance of the note, at a conversion price equal to 60% of the lowest closing bid or traded price, whichever is lower, of the Company’s Common Stock during the fifteen (15) trading days immediately preceding Issuance or Conversion Date, whichever is lower. The Company also granted to Labrys warrants to purchase 110,000 shares of common stock at $0.50 per share. Labrys will also be issued 60,000 shares of our common stock. The Company also issued 275,000 shares of common stock to Labrys as “Returnable Shares”. The Returnable Shares will be returned to the Company and canceled in the event (i) the note is prepaid in full within the initial 180-days after issuance, or (ii) if Labrys elects to convert the Note within the initial 180-days after issuance. 

 

On March 31, 2017, the Company and kiWW agreed to amend the Confirmation and Continuation Agreement discussed above. Pursuant to an Amendment to Confirmation and Continuation Agreement, kiWW agreed that of the 2,916,666 shares of common stock kiWW was to receive under the exercise of its warrants, 2,277,778 shares were instead to be allocated and issued to I|M1 as payment under the consulting agreement between the Company and I|M1.

 

The Company entered into a License Agreement (the “License”), with I|M1, LLC (“I|M1”) effective March 31, 2017. Under the License the Company we licensed the right to utilize the trademarks and rights to the name, likeness, visual representations, and related intellectual property of I|M1 in connection with our cosmeceutical line of men’s products containing adult human adipose stem cell derived or containing biologically active or biologically derived ingredients. While NuGene is obligated to utilize commercially reasonable efforts to promote and grow the I|M1 brand, the License contains no minimum sales requirements. NuGene will begin shipping licensed products under the License on a date to be determined by NuGene in its sole and absolute discretion.  There are no annual fees, brand participation fees, or minimum fees due under the License. NuGene will pay to I|M1 a royalty fee in the amount of 5% of gross sales of products under the License. The term of the License is 5-years.

 

On April 4, 2017, Habib agreed to dismiss the Company from the litigation brought by Habib. A formal Settlement Agreement and Release has been executed by and between the Company and Habib.