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Note 9 - Subsequent Events
9 Months Ended
Sep. 30, 2015
Notes  
Note 9 - Subsequent Events

Note 9 – Subsequent Events

 

Execution of Stock Purchase Agreement for Paragon Fabricators Incorporated and Paragon Field Services, Inc., Future Closing of Transaction

 

As previously disclosed in the Company’s Current Report filed on October 21, 2015, on October 19, 2015, the Company entered into a Stock Purchase Agreement (the “Paragon SPA”) with Paragon Fabricators Incorporated and Paragon Field Services, Inc., both Texas corporations (collectively, “Paragon”), and their two shareholders, James Saulsberry and H.M. Nipp Sr. (collectively, the “Paragon Sellers”).

 

Pursuant to the Paragon SPA Alpine 4, Paragon, and the Paragon Sellers agreed on the terms pursuant to which Alpine 4 would purchase from the Paragon Sellers all of the outstanding shares of common stock of both Paragon entities (the “Paragon Shares”). The purchase price to be paid by the Company for the Paragon Shares consists of cash, securities, and a promissory note.  The “Securities Consideration” will consist of 500,000 shares of the Company’s restricted Class A common stock.  The Company will have the right to redeem the shares after the two year anniversary of the closing of the transaction, at a redemption price of $1 per share, unless the Paragon Sellers have sold their shares in the market.  The “Cash Consideration” to be paid is the aggregate amount of $2,850,000, with $1,425,000 being paid to each Seller.  The “Promissory Note Consideration” will consist of a secured promissory note (the “Paragon Note”) in the amount of $2,250,000, secured by a subordinated security interest in the assets of the Paragon entities.  Additionally, the Company agreed to issue 500,000 shares of a to-be-created Series B Preferred Stock, which are redeemable by the Company pursuant to terms to be agreed on by the Company and the Paragon Sellers.  The Paragon  Note will bear interest at 5%, and will be payable in full on the 12-month anniversary of the closing date of the transaction.

 

Agreement to Issue Shares of Restricted Common Stock

 

As noted above, in connection with the Paragon SPA, the Company agreed to issue an aggregate of 500,000 shares of its restricted Class A common stock to the Paragon Sellers as part of the purchase price paid, as well as 500,000 shares of a to-be-created Series B Preferred Stock.

 

Amendment to Registration Statement

 

On October 21 and November 16, 2015, the Company filed amendments to its registration statement on Form S-4 to respond to comments from the U.S. Securities and Exchange Commission. The Amendments include financial information for AutoTek Incorporated, the entity with which the Company has entered into an Asset Purchase and Share Exchange Agreement, described in more detail in the registration statement.

 

Issuances of Additional Shares of Class A common stock

 

Subsequent to September 30, 2015, the Company issued an additional 257,693 shares of its Class A common stock. An aggregate of 250,000 shares were issued in connection with the continuing negotiation with Clean Choice Solar to the two principals of that company.  An additional 7,693 shares were sold to investors in a private offering in which the Company raised an additional $5,000.

 

On November 20, 2015, company paid off $2,000 convertible note due on November 4, 2015.