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Share Name | Share Symbol | Market | Type |
---|---|---|---|
KonaRed Corporation New (CE) | USOTC:KRED | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
Nevada
|
2080
|
99-0366971
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
|
þ |
(Do not check if a smaller reporting company)
|
Title of Each Class
of Securities to be
Registered
|
Amount to be
Registered
(1)
|
Proposed Maximum
Offering Price
Per Share
(3)
|
Proposed Maximum
Aggregate Offering
Price
(3)
|
Amount of
Registration Fee
|
Common Stock
|
21,666,667
(2)
|
$0.05
(4)(5)
|
$1,083,333
|
$302.62
(5)
|
(1)
|
An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 under the Securities Act of 1933 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416.
|
(2)
|
Consists of (i) 1,666,667 shares of common stock sold to Lincoln Park Capital Fund LLC (“Lincoln Park”) under the purchase agreement dated June 16, 2015 (the “2015 Purchase Agreement”); (ii) 2,666,667 shares of common stock issued to Lincoln Park as the initial commitment shares under the 2015 Purchase Agreement; (iii) up to 15,000,000 shares of common stock that may be sold to Lincoln Park under the 2015 Purchase Agreement; (iv) up to 666,666 shares of common stock that may be issued to Lincoln Park as additional commitment shares under the 2015 Purchase Agreement; and (v) 1,666,667 shares of common stock issued to Peat Financial Ltd. under a securities purchase agreement dated June 30, 2015 (the “PF Agreement”). The 2015 Purchase Agreement provides that we may sell up to $10,250,000 of our common stock. We may elect to issue and sell more than 15,000,000 shares (excluding additional commitment shares) to Lincoln Park under the 2015 Purchase Agreement. If we elect to issue and sell more than the 15,000,000 shares offered under this prospectus to Lincoln Park, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act of 1933 any such additional shares.
|
(3)
|
Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee.
|
(4) (5)
|
The amount of the registration fee included in the Company's Form S-1 filed July 2, 106 was based on the $0.1202 closing price per share for the registrant’s common stock on July 1, 2015, as reported on
www.OTCMarkets.com
. This amount has been amended to the April 25, 2016 closing price of $0.05, but the amount of the previously paid registration fee has not been amended.
|
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until
the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
|
PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED APRIL 26, 2016 |
Page
|
|
Common stock to be offered by the selling stockholders
|
21,666,667 shares including (i) 20,000,000 shares, 4,333,334 which have been issued, and 15,666,666 which we may issue under the Purchase Agreement with Lincoln
Park (
of which 1,500,000 Additional Shares and 607,966 Additional Commitment Shares remain)
and (ii) 1,666,667 sold to Peat Financial.
|
|
Common stock outstanding prior to this offering
|
120,171,593 shares
|
|
Common stock outstanding after this offering
(1)
|
121,671,593 shares
|
|
Use of Proceeds
|
We will receive no proceeds from the sale of shares of common stock by Lincoln Park in this offering. However, we may receive up to an additional $10,000,000 under the 2015 Purchase Agreement with Lincoln Park. Any proceeds that we receive from sales to Lincoln Park under the 2015 Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”
|
|
Risk factors
|
This investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.
|
|
Symbol on OTC Bulletin Board
|
KRED
|
(1)
|
Assumes the issuance and sale of the remaining 1,500,000 shares that may be issued and sold to Lincoln Park and the issuance of additional commitment shares to Lincoln Park, both pursuant the 2015 Purchase Agreement.
|
Offering price per share (using the last reported sale price of our common stock on July 1, 2015)
|
$ | 0.05 | ||
Net tangible book value per share as of December 31, 2015
|
$ | 0.00 | ||
Increase in net tangible book value per share attributable to this offering
|
$ | 0.00 | ||
Pro forma net tangible book value per share after this offering
|
$ | 0.00 | ||
Dilution per share to purchasers
|
$ | (0.05 | ) |
Name of Selling
Stockholder
|
Shares
Beneficially
Owned
by the Selling
Stockholder
before the
Offering
(1)
|
Percentage of
Outstanding
Shares
Beneficially
Owned Before
the Offering
(2)
|
Total Shares
Offered in the
Offering
|
Shares
Beneficially
Owned
by the Selling
Stockholder
after the
Offering
(3)
|
Lincoln Park Capital Fund, LLC
(4)
|
14,219,698
(5)
|
10.9%
|
20,000,000
|
-
|
Peat Financial Ltd
(6)
|
1,666,667
(5)
|
1.2%
|
1,666,667
|
-
|
Totals
|
7,136,365
|
12.1%
|
21,666,667
|
-
|
Notes | |
(1)
|
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding.
|
(2)
|
The denominator for this calculation is
130,057,957
common shares. This is based on: (i)
120,171,593
shares of our common stock outstanding as of
April 25, 2016
including (i) 1,666,667 Initial Sale Shares issued to Lincoln Park for a total purchase price of $250,000 on June 16, 2015 under the 2015 Purchase Agreement; (ii) 2,666,667 Initial Commitment Shares issued to Lincoln Park as a fee on June 16,2015 for its commitment to purchase additional shares of our common stock under the 2015 Purchase Agreement, all of which shares are covered by the registration statement of which this prospectus forms a part; (iii) 1,666,667 shares issued to Peat Financial; plus (iv) 1,136,364 warrants to purchase 1,136,364 shares of our common stock issued to Lincoln Park on January 27, 2014 under the January Purchase Agreement;
plus 3,750,000 warrant to purchase 3,750,000 shares of our common stock issued to Lincoln Park on August 18, 2015; plus 5,000,000 warrant to purchase 5,000,000 shares of our common stock issued to Lincoln Park on November 23, 2015
. Although we may at our discretion elect to issue to Lincoln Park up to an aggregate additional amount of $10,000,000 of our common stock under the 2015 Purchase Agreement, other than the shares described in the immediately preceding sentence, such shares are not included in determining the percentage of shares beneficially owned before this offering.
|
(3)
|
Because the selling stockholders may offer and sell all or only some portion of the 21,666,667 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we cannot provide an estimate of the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.
|
(4)
|
Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the 2015 Purchase Agreement. Lincoln Park is not a licensed broker dealer or an affiliate of a licensed broker dealer. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the 2015 Purchase Agreement.
|
(5)
|
Represents: (i) 1,666,667 Initial Sale Shares issued to Lincoln Park for a total purchase price of $250,000 on June 16, 2015 under the 2015 Purchase Agreement; plus (ii) 2,666,667 Initial Commitment Shares issued to Lincoln Park as a fee on June 16, 2015 for its commitment to purchase additional shares of our common stock under the 2015 Purchase Agreement, all of which shares are covered by the registration statement of which this prospectus forms a part; plus (iii) 1,136,364 warrants to purchase 1,136,364 common shares issued to Lincoln Park under the January Purchase Agreement, all of which are covered by the prospectus included in the registration statement pertaining to the January Purchase Agreement;
plus 3,750,000 warrant to purchase 3,750,000 shares of our common stock issued to Lincoln Park on August 18, 2015; plus 5,000,000 warrant to purchase 5,000,000 shares of our common stock issued to Lincoln Park on November 23, 2015
. See the description under the subheading “The Offering” - “Agreements with Lincoln Park Capital Fund, LLC” for more information about the 2015 Purchase Agreement and the January Purchase Agreement.
|
(6)
|
Represents 1,666,667 shares of our common stock issued to Peat Financial on June 30, 2015 for a total purchase price of $100,000 under the PF Agreement. Mr. Wayne Wearer is deemed to be beneficial owners of all of the shares of common stock owned by Peat Financial.
|
●
|
the lowest sale price for our common stock on the purchase date of such shares; or
|
●
|
the arithmetic average of the three lowest closing sale prices for our common stock during the 12 consecutive business days ending on the business day immediately preceding the purchase date of such shares.
|
●
|
ninety-two percent (92%) of the volume weighted average price of our common stock on a principal market during (A) the entire trading day on the Accelerated Purchase date, if the volume of shares of our common stock traded on a principal market on the Accelerated Purchase date has not exceeded the Accelerated Purchase share volume maximum, or (B) the portion of the trading day of the Accelerated Purchase date until such time at which the volume of shares of our common stock traded on a principal market has exceeded the Accelerated Purchase share volume maximum; or
|
●
|
the closing sale price of our common stock on the Accelerated Purchase date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
|
|
●
|
the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;
|
|
●
|
suspension by our principal market of our common stock from trading for a period of three consecutive business days;
|
|
●
|
the de-listing of our common stock from our principal market, provided our common stock is not immediately thereafter trading on the New York Stock Exchange, the NASDAQ Global Market, the NASDAQ Global Select Market, the NASDAQ Capital Market, the NYSE Amex or the OTC Bulletin Board or OTC Markets (or nationally recognized successor to any of the foregoing);
|
|
●
|
the transfer agent’s failure for three business days to issue to Lincoln Park shares of our common stock which Lincoln Park is entitled to receive under the 2015 Purchase Agreement;
|
|
●
|
any breach of the representations or warranties or covenants contained in the 2015 Purchase Agreement or any related agreement which has or which could have a material adverse effect on us subject to a cure period of five business days;
|
|
●
|
any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; or
|
|
●
|
if at any time we are not eligible to transfer our common stock electronically or a material adverse change in our business, financial condition, operations or prospects has occurred.
|
Percentage of
|
||||||||||||||
Outstanding Shares
|
Proceeds from the Sale
|
|||||||||||||
Assumed Average
|
After Giving Effect to
|
of Shares to Lincoln
|
||||||||||||
Purchase Price Per
|
Number of Shares to
|
the Issuance to Lincoln
|
Park Under the
2015
|
|||||||||||
Share
(2)
|
be Issued
|
Park
(1)(3)
|
Purchase Agreement
|
|||||||||||
$ | 0.05 | 1,500,000 | 1.2 | % | $ | 75,000 | ||||||||
$ | 0.10 | 1,500,000 | 1.2 | % | $ | 150,000 | ||||||||
$ | 0.15 | 1,500,000 | 1.2 | % | $ | 225,000 | ||||||||
$ | 0.20 | 1,500,000 | 1.2 | % | $ | 300,000 | ||||||||
$ | 0.25 | 1,500,000 | 1.2 | % | $ | 375,000 |
____________________________
|
|
(1)
|
The denominator is
122,171,593
which is based on
120,171,593
shares outstanding as of
April 25, 2016
, including (i) 1,666,667 Initial Sale Shares; (ii) 2,666,667 Initial Commitment Shares; (iii) 1,666,667 shares issued to Peat Financial; plus (iv)
1,500,000 remaining Additional Shares
which we would have sold to Lincoln Park at the applicable assumed average purchase price per share; plus (v)
607,466 remaining Add
itional Commitment Shares.
|
(2)
|
Under the 2015 Purchase Agreement, we may not sell and Lincoln Park may not purchase any shares on a day in which the closing sale price of our common stock is below $0.05, as may be adjusted in accordance with the 2015 Purchase Agreement.
|
(3)
|
Under the 2015 Purchase Agreement, we may not sell and Lincoln Park may not purchase shares to the extent that it would cause Lincoln Park to beneficially own more than 9.99% of our outstanding common stock.
|
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
privately negotiated transactions;
|
|
●
|
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
a combination of any such methods of sale; or
|
|
●
|
any other method permitted pursuant to applicable law.
|
|
●
|
20% or more but less than 33 1/3%;
|
|
●
|
33 1/3% or more but less than or equal to 50%; or
|
|
●
|
more than 50%.
|
|
●
|
has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation; and
|
|
●
|
does business in Nevada directly or through an affiliated corporation.
|
|
●
|
the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or within three years immediately before, or in, the transaction in which he, she or it became an interested stockholder, whichever is higher;
|
|
●
|
the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or
|
|
●
|
if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.
|
|
●
|
an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;
|
|
●
|
an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or
|
|
●
|
representing 10% or more of the earning power or net income of the corporation.
|
●
|
16 oz. KonaRed Original Antioxidant Juice (2 servings)
|
●
|
10.5 oz. KonaRed Original Antioxidant Juice (1 serving)
|
●
|
10.5 oz. KonaRed Antioxidant (1 serving) Additional Flavor Combinations Including Organic Green Tea and Coconut Water
|
●
|
12oz. RTD Cold Brew Coffees
In February 2016 we introduced a new line of Ready-to-Drink ('RTD') Cold Brew Coffees. These include the flavors of 'Original', 'Hawaiian Vanilla' and 'Espresso'. Sales of this product have expanded quickly and the line is now being sold in retailers along the West Coast and Hawaii, as well as online.
|
●
|
KonaRed Hawaiian Superfruit Powder
100% soluble coffee fruit powder made from coffee fruit from Kona, Hawaii
|
●
|
KonaRed Wake Up Performance Powder Packets
1 tub with 30 packets
|
●
|
100% Kona Coffee beans
|
●
|
100% Kona Coffee beans with Hawaiian Coffeeberry
|
●
|
Blend of 10% Kona Coffee plus 90% Columbian Coffee
|
●
|
Coca Cola acquired Zico Coconut Water in January 2014;
|
●
|
Pepsi acquired a majority stake in O.N.E. Coconut Water in April 2012;
|
●
|
InBev has made a series of investments in Sambazon (in August 2012, December 2011,
and December 2008);
|
●
|
InBev has also made a series of investments in Vita Coco in May 2012 and December 2010; and
|
●
|
Undertaking of a long-term strategic deal wherein Coca-Cola will acquire an approximately 16.7% equity stake
|
●
|
Direct Store Distributors
:
The direct store distributors (“DSDs”) channel comprises wholesale distributors who maintain in-house inventories of multiple brands of beverage products, such as juices, beer, and water, which they sell to retail stores and other wholesalers. DSD is a business process that manufacturers use to both sell and distribute goods directly to point of sales or point of consumption including additional product and market related services such as merchandising. In order to fulfill growing demand from retailers, DSDs specializing in the beverage channels are expanding their functional beverage categories to include the type of products in which KonaRed specializes.
|
|
●
|
Broadline Distributors
:
The broadline distributors channel includes wholesalers who specialize in distribution of natural food products to retail stores. Examples of our broadline distributor customers presently include: United Natural Foods Inc. (“UNFI”), DPI Specialty Foods (“DPI”), and Nature’s Best. A broadline distributor services a wide variety of accounts with a wide variety of products ranging from food, beverages and supplies in the natural channel selling to retailers like Whole Foods Markets.
|
|
●
|
Direct to Retail
:
During our growth phase we have developed a direct to retail sales channel to grocery stores such as Albertson’s and specialty retail stores such as Jamba Juice. We intend to continue to service and develop this channel further. Direct to retailer includes major retail chains with 500 locations or more where the KonaRed product ships direct to the retailer’s distribution centers and the retailers are responsible for the distribution to each retail store.
|
|
●
|
Online Retail
:
The KonaRed brand has gained an increasing following of Internet based customers who purchase our products directly through our website. We plan to expand this channel though on-line marketing initiatives in parallel with our brand recognition marketing campaigns. In April, 2016 we re-launched our website after a major overhaul which included addition of the Shopify platform to promote efficient online sales.
|
|
●
|
Raw Material Ingredient Sales
:
In 2016 we launched our coffee fruit raw ingredient materials division and will be expanding this revenue channel in cooperation with VDF.
|
Quarter Ended:
|
High
|
Low
|
||||||
FY2013:
|
||||||||
December 31, 2013
|
$ | 0.80 | $ | 0.63 | ||||
FY2014:
|
||||||||
March 31, 2014
|
$ | 1.36 | $ | 0.654 | ||||
June 30, 2014
|
$ | 0.789 | $ | 0.48 | ||||
September 30, 2014
|
$ | 0.5475 | $ | 0.25 | ||||
December 31, 2014
|
$ | 0.3473 | $ | 0.1359 | ||||
FY2015:
|
||||||||
March 31, 2015
|
$ | 0.24 | $ | 0.061 | ||||
June 30, 2015
|
$ | 0.2216 | $ | 0.105 | ||||
September 30, 2015
|
$ | 0.18 | $ | 0.07 | ||||
December 31, 2015
|
$ | 0.08 | $ | 0.05 | ||||
FY2016:
|
||||||||
March 31, 2016
|
$ | 0.07 | $ | 0.04 |
Year ended
December 31, 2015
|
Year ended
December 31, 2014
|
|||||||
REVENUE:
|
||||||||
Product sales
|
$ | 571,824 | $ | 1,124,994 | ||||
Product sales - related party
|
39,600 | 35,947 | ||||||
Shipping and delivery
|
24,079 | 93,293 | ||||||
Total sales
|
635,503 | 1,254,234 | ||||||
Cost of goods sold
|
541,069 | 1,094,037 | ||||||
GROSS MARGIN
|
94,434 | 160,197 | ||||||
OPERATING EXPENSES:
|
||||||||
Research and development
|
6,502 | 3,931 | ||||||
Advertising and marketing
|
435,390 | 967,164 | ||||||
General and administrative expenses
|
2,992,549 | 3,792,560 | ||||||
Total operating expenses
|
3,434,441 | 4,763,655 | ||||||
Loss from operations
|
(3,340,007 | ) | (4,603,458 | ) | ||||
OTHER INCOME (EXPENSE):
|
||||||||
Interest expense
|
(255,372 | ) | (1,007 | ) | ||||
Amortization expense - notes discounts
|
(128,200 | ) | — | |||||
Change in fair market value of derivative liabilities
|
(35,037 | ) | 1,838 | |||||
Loss on equity modification
|
(41,753 | ) | — | |||||
Total other income (expense)
|
(460,362 | ) | 831 | |||||
Loss before income taxes
|
$ | (3,800,369 | ) | $ | (4,602,627 | ) | ||
Provision for income taxes
|
— | — | ||||||
Net loss
|
$ | (3,800,369 | ) | $ | (4,602,627 | ) | ||
Basic and diluted loss per common share
|
$ | (0.04 | ) | $ | (0.06 | ) | ||
Basic and diluted weighted average shares outstanding
|
91,278,322 | 77,208,523 |
Common Stock
|
Additional | Accumulated | ||||||||||||||||||
Shares
|
Amount
|
Paid In Capital
|
Deficit
|
Total
|
||||||||||||||||
Ending balance – December 31, 2013
|
72,366,667 | 72,367 | 11,969,774 | (11,678,393 | ) | 363,748 | ||||||||||||||
Common shares issued for cash
|
1,818,182 | 1,818 | 998,182 | — | 1,000,000 | |||||||||||||||
Common shares issued under equity line
|
3,697,889 | 3,698 | 1,696,303 | — | 1,700,001 | |||||||||||||||
Common shares issued for services
|
4,052,759 | 4,053 | 837,655 | — | 841,708 | |||||||||||||||
Common shares issued for equity line underwriting fees
|
903,633 | 904 | (904 | ) | — | — | ||||||||||||||
Common shares issued as compensation
|
657,400 | 657 | 397,465 | — | 398,122 | |||||||||||||||
Additional paid-in capital related to option grants
|
— | 807,161 | — | 807,161 | ||||||||||||||||
Net loss – year ended December 31, 2014
|
— | — | — | (4,602,627 | ) | (4,602,627 | ) | |||||||||||||
Ending balance – December 31, 2014
|
83,496,530 | $ | 83,497 | $ | 16,705,636 | $ | (16,281,020 | ) | $ | 508,113 | ||||||||||
Common shares issued for cash
|
3,333,334 | 3,333 | 346,667 | — | 350,000 | |||||||||||||||
Common shares issued under equity line
|
8,550,000 | 8,550 | 621,300 | — | 629,850 | |||||||||||||||
Common shares issued for services
|
6,344,022 | 6,345 | 591,926 | — | 598,271 | |||||||||||||||
Common shares issued for equity line underwriting fees
|
2,708,656 | 2,724 | (2,724 | ) | — | — | ||||||||||||||
Common shares issued as compensation
|
4,238,341 | 4,238 | 346,645 | — | 350,883 | |||||||||||||||
Common shares issued for interest payments
|
98,631 | 100 | 6,171 | — | 6,271 | |||||||||||||||
Additional paid-in capital related to option grants
|
— | — | 220,960 | — | 220,960 | |||||||||||||||
Additional paid-in capital related to warrant issuances
|
— | — | 453,046 | — | 453,046 | |||||||||||||||
Additional paid-in capital related to convertible notes beneficial conversion features
|
— | — | 209,743 | — | 209,743 | |||||||||||||||
Additional paid-in capital related to convertible notes redemption
|
— | — | 74,889 | — | 74,889 | |||||||||||||||
Additional paid-in capital related to equity modification
|
— | — | 41,753 | — | 41,753 | |||||||||||||||
Net loss – year ended December 31, 2015
|
— | — | — | (3,800,369 | ) | (3,800,369 | ) | |||||||||||||
Ending Balance – December 31, 2015
|
108,769,514 | $ | 108,787 | $ | 19,616,012 | $ | (20,081,389 | ) | $ | (356,590 | ) |
Year Ended
December 31, 2015
|
Year Ended
December 31, 2014
|
|||||||
OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (3,800,369 | ) | $ | (4,602,627 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Bad debt expense
|
6,020 | 2,204 | ||||||
Depreciation expense
|
2,444 | 1,983 | ||||||
Stock issued for compensation
|
350,883 | 398,123 | ||||||
Stock issued for services
|
598,272 | 841,707 | ||||||
Option grants expense
|
220,960 | 807,161 | ||||||
Change in fair market value of derivative liabilities
|
35,037 | (1,838 | ) | |||||
Amortization of notes payable discounts
|
197,905 | 216 | ||||||
Loss on equity modification
|
41,753 | — | ||||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
220,993 | (254,022 | ) | |||||
Inventory
|
69,180 | (118,211 | ) | |||||
Prepaid expenses
|
10,047 | (8,500 | ) | |||||
Other current assets
|
652 | 2,848 | ||||||
Accounts payable and accrued liabilities
|
19,402 | (79,501 | ) | |||||
Accrued interest
|
19,281 | — | ||||||
Unearned revenue
|
(2,009 | ) | 1,961 | |||||
NET CASH USED IN OPERATING ACTIVITIES
|
(2,009,549 | ) | (3,008,496 | ) | ||||
INVESTING ACTIVITIES:
|
||||||||
Purchase of fixed assets
|
— | (14,674 | ) | |||||
NET CASH USED IN INVESTING ACTIVITIES
|
— | (14,674 | ) | |||||
FINANCING ACTIVITIES:
|
||||||||
Proceeds from short term debt
|
325,000 | — | ||||||
Proceeds from short term debt - related party
|
500,000 | — | ||||||
Repayments on short term debt - related party
|
(500,000 | ) | — | |||||
Proceeds from convertible notes payable
|
1,213,481 | 150,000 | ||||||
Repayments on convertible notes payable
|
(400,000 | ) | — | |||||
Proceeds from issuance of common stock for cash
|
979,850 | 2,700,001 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
2,118,331 | 2,850,001 | ||||||
NET INCREASE (DECREASE) IN CASH
|
108,782 | (173,169 | ) | |||||
CASH, Beginning of Period
|
39,987 | 213,156 | ||||||
CASH, End of Period
|
$ | 148,769 | $ | 39,987 |
Year Ended
December 31, 2015
|
Year Ended
December 31, 2014
|
|||||||
Cash paid during the year for:
|
||||||||
Interest
|
$ | 128,458 | $ | 15,693 | ||||
Taxes
|
$ | — | $ | — |
Year Ended
December 31, 2015
|
Year Ended
December 31, 2014
|
|||||||
Discounts on derivative
|
$ | 241,710 | $ | 11,006 | ||||
Discounts on warrants
|
$ | 453,046 | $ | — | ||||
Interest paid by stock issuances
|
$ | 6,271 | $ | — | ||||
Shares issued as commitment fees - offering costs
|
$ | 2,724 | $ | 904 | ||||
Discounts from beneficial conversion features
|
$ | 209,743 | $ | — | ||||
Settlement of derivative liability
|
$ | 274,108 | $ | — |
Level components:
|
As of
December 31,
2015
|
As of
December 31,
2014
|
||||||
Cash
|
$ | 148,769 | $ | 39,987 | ||||
Accounts receivable
|
33,227 | 274,640 | ||||||
Accounts receivable - related party
|
18,000 | 3,600 | ||||||
Inventories, net of allowance
|
439,158 | 508,338 | ||||||
Prepaid expenses
|
5,953 | 16,000 | ||||||
Other current assets
|
- | 652 | ||||||
Acc/payable and accrued liabilities
|
211,429 | 195,183 | ||||||
Accounts payable - related party
|
3,156 | - | ||||||
Short term debt, net of discounts
|
235,237 | - | ||||||
Unearned revenue
|
1,434 | 3,443 | ||||||
Level 1 total
|
$ | 1,096,363 | $ | 1,041,843 | ||||
Derivative liability
|
$ | 11,807 | $ | 9,168 | ||||
Level 2 total
|
$ | 11,807 | $ | 9,168 | ||||
- | - | |||||||
Level 3 total | $ | Nil | $ | Nil |
ASSET
|
Depreciation Term
|
Furniture and equipment
|
5 - 7 years
|
Warehouse fixtures
|
10 years
|
December 31, 2015
|
December 31, 2014
|
|||||||
Raw materials
|
$ | 100,702 | $ | 157,839 | ||||
Finished goods
|
338,456 | 350,499 | ||||||
Inventory allowance
|
— | — | ||||||
Total
|
$ | 439,158 | $ | 508,338 |
Description
|
Convertible
Notes
|
Total
|
||
Fair Value at December 31, 2013
|
$
|
—
|
$
|
—
|
Increase due to issuance of senior convertible debenture
|
11,006
|
11,006
|
||
Change in Fair Value
|
(1,838)
|
(1,838)
|
||
Fair Value at December 31, 2014
|
$
|
9,168
|
$
|
9,168
|
Increase due to issuance of subordinate convertible debenture
|
241,710
|
241,710
|
||
Reduction due to redemption of subordinate convertible debenture
|
(274,108)
|
(274,108)
|
||
Change in Fair Value
|
35,037
|
35,037
|
||
Fair Value at December 31, 2015
|
$
|
11,807
|
$
|
11,807
|
Assumptions:
|
December 31, 2015
|
December 31, 2014
|
Dividend yield
|
0.00%
|
0.00%
|
Risk-free rate for term
|
1.31%
|
1.65%
|
Volatility
|
133%
|
117%
|
Maturity dates
|
3 years
|
4 years
|
Stock Price
|
$0.055
|
$0.141
|
Warrant
|
Risk free
rate*
|
Dividend
yield
|
Volatility
period
|
Volatility
rate
|
Estimated
life
|
Exercise
Price
|
Grant Date
Stock price
|
November 23, 2015 Warrants
|
0.85%
|
0.0%
|
2.0 years
|
89%
|
6.0 years
|
$0.17
|
$0.17
|
September 30, 2015 Warrants
|
1.37%
|
0.0%
|
2.0 years
|
89%
|
5.0 years
|
$0.08
|
$0.08
|
August 18, 2015 Warrants
|
1.78%
|
0.0%
|
2.0 years
|
89%
|
6.0 years
|
$0.10
|
$0.10
|
January 27, 2014 Warrants (re-priced)
|
1.56%
|
0.0%
|
2.0 years
|
91%
|
4.65 years
|
$0.15
|
$0.14
|
January 27, 2014 Warrants (original)
|
1.56%
|
0.0%
|
2.0 years
|
91%
|
4.65 years
|
$0.65
|
$0.14
|
October 4, 2013 Warrants
|
1.40%
|
0.0%
|
5 years
|
429%
|
1.5 years
|
$0.65
|
$0.65
|
Number of
Warrants
|
Weighted-Average
Exercise Price
|
Weighted-Average Remaining Term
(in years)*
|
Intrinsic
Value**
|
|||
Outstanding at December 31, 2013
|
3,966,666
|
$
|
0.65
|
2.79
|
$
|
Nil
|
January 27, 2014 - Granted with Units
|
1,818,182
|
0.65
|
4.08
|
Nil
|
||
Outstanding at December 31, 2014
|
5,784,848
|
$
|
0.63
|
3.20
|
$
|
Nil
|
August 18, 2015 - Granted for loan fee
|
3,750,000
|
0.10
|
5.64
|
Nil
|
||
September 30, 2015 - Granted for loan fee
|
3,125,000
|
0.08
|
4.75
|
Nil
|
||
November 23, 2015 - Granted for loan fee
|
5,000,000
|
0.07
|
5.90
|
Nil
|
||
Outstanding at December 31, 2015
|
17,659,848
|
$
|
0.24
|
4.76
|
$
|
Nil
|
Option
|
Risk free rate*
|
Dividend yield
|
Volatility period
|
Volatility
rate
|
Estimated life
|
Exercise
Price
|
Grant Date Stock price
|
December 19, 2014 Options
|
0.85%
|
0.0%
|
2.5 years
|
205%
|
2.5 years
|
$0.17
|
$0.17
|
November 25, 2013 Options
|
0.57%
|
0.0%
|
3 years
|
34%
|
1.0 years
|
$0.70
|
$0.72
|
Number of
Options
|
Weighted-Average
Exercise Price
|
Weighted-Average Remaining
Contractual Term
(in years)*
|
Intrinsic
Value**
|
|||
Outstanding at December 31, 2013
|
3,250,000
|
$
|
0.90
1
|
0.70
1
|
$
|
-
|
January 7, 2014 – Grant to director
|
750,000
|
-
|
-
|
-
|
||
December 19, 2014 - Cancellations
|
(3,750,000)
|
-
|
-
|
-
|
||
December 19, 2014 - Grants to directors, officers and employee
|
6,750,000
|
0.17
|
4.97
|
nil
|
||
Outstanding at December 31, 2014
|
7,000,000
|
$
|
0.19
|
3.86
|
$
|
-
|
(no option issuances were made in 2015)
|
-
|
-
|
-
|
-
|
||
Outstanding at December 31, 2015
|
7,000,000
|
$
|
0.19
|
3.86
|
$
|
-
|
Options Outstanding | Options Exercisable | |||||||||
Exercise
Prices
|
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value**
|
Weighted
Average
Remaining Contractual Life (years)*
|
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value**
|
Weighted
Average
Remaining Contractual Life (years)*
|
||
$0.70
|
250,000
|
$0.70
|
$nil
|
0.90
|
250,000
|
$0.70
|
$nil
|
0.90
|
||
$0.17
|
6,750,000
|
$0.17
|
$nil
|
3.97
|
6,750,000
|
$0.17
|
$nil
|
3.97
|
||
Totals
|
7,000,000
|
$0.19
|
$nil
|
3.86
|
7,000,000
|
$0.19
|
$nil
|
3.86
|
Year
|
Amount
|
2016
|
$123,957
|
2017
|
$127,227
|
2018
|
$53,965
|
2019 and thereafter
|
$Nil
|
i. | our Company reports $25,000,000 or more of gross sales in any fiscal year in our audited financial statements for such fiscal year; |
ii. | our Company has a class of securities listed for trading on the New York Stock Exchange, the American Stock Exchange or NASDAQ; |
iii. | our Company maintains an aggregate market capitalization of our company’s outstanding capital stock of at least $125,000,000 for twenty (20) consecutive trading days based on the closing prices for the shares of our common stock as reported on the OTC Bulletin Board; or |
iv. | our Company has a change of control as defined in the VDF Warrant. |
Income tax benefit at statutory rate resulting from net operating Loss carry-forward
|
(35 | %) | ||
Deferred income tax valuation allowance
|
35 | % | ||
Actual tax rate
|
0 | % |
Year
Ended
|
Estimated
NOL
Carry-forward
|
NOL
Expires
|
Estimated
Tax
Benefit
from NOL
|
Valuation
Allowance
|
Net Tax
Benefit
|
|||||||||||||||
2010
|
$ | (2,163,191 | ) | 2030 | $ | (757,117 | ) | $ | 757,117 | $ | — | |||||||||
2011
|
$ | (2,707,508 | ) | 2031 | $ | (947,628 | ) | $ | 947,628 | $ | — | |||||||||
2012
|
$ | (2,895,416 | ) | 2032 | $ | (1,013,396 | ) | $ | 1,013,396 | $ | — | |||||||||
2013
|
$ | (3,912,278 | ) | 2033 | $ | (1,369,297 | ) | $ | 1,369,297 | $ | — | |||||||||
2014
|
$ | (2,557,259 | ) | 2034 | $ | (895,040 | ) | $ | 895,040 | $ | — | |||||||||
2015
|
$ | (2,397,312 | ) | 2035 | $ | (839,059 | ) | $ | 839,059 | $ | — | |||||||||
$ | (16,632,964 | ) | $ | (5,821,537 | ) | $ | 5,821,537 | $ | — |
Year ended
December 31, 2015
|
Year ended
December 31, 2014
|
|||||||
Total sales
|
$ | 635,503 | $ | 1,254,234 | ||||
Cost of goods sold
|
541,069 | 1,094,037 | ||||||
GROSS MARGIN
|
94,434 | 160,197 | ||||||
Operating Expenses: | ||||||||
Research and development
|
6,502 | 3,931 | ||||||
Advertising and marketing
|
435,390 | 967,164 | ||||||
General and administrative
|
1,822,434 | 1,745,569 | ||||||
Non-cash compensation
|
1,170,115 | 2,046,991 | ||||||
Total Operating expenses
|
3,434,441 | 4,763,655 | ||||||
Loss from operations
|
(3,340,007 | ) | (4,603,458 | ) | ||||
Other non-cash income (expense)
|
(204,990 | ) | 1,838 | |||||
Interest expense
|
(255,372 | ) | (1,007 | ) | ||||
NET LOSS
|
$ | (3,800,369 | ) | $ | (4,602,627 | ) | ||
Net loss per share, fully diluted
|
$ | (0.04 | ) | $ | (0.06 | ) |
As of
December 31, 2015
|
As of
December 31, 2014
|
|||||||
Current Assets
|
$ | 645,107 | $ | 843,217 | ||||
Current Liabilities
|
463,063 | 207,794 | ||||||
Net Working Capital (Deficit)
|
$ | 182,044 | $ | 635,423 |
Year ended
December 31, 2015
|
Year ended
December 31, 2014
|
|||||||
Net cash (used) by operating activities
|
$ | (2,009,549 | ) | $ | (3,008,496 | ) | ||
Net cash provided/(used) in investing activities
|
— | (14,674 | ) | |||||
Net cash provided by financing activities
|
2,118,331 | 2,850,001 | ||||||
Increase (decrease) in cash during the period
|
108,782 | (173,169 | ) | |||||
Cash, beginning of period
|
39,987 | 213,156 | ||||||
Cash, end of period
|
$ | 148,769 | $ | 39,987 |
Name
|
Position
|
Age
|
Date First Elected
or Appointed
|
Shaun Roberts
|
Chief Executive Officer and Director
|
46
|
October 4, 2013
|
Kyle Redfield
|
President, Chief Operating Officer
|
34
|
August 10, 2015
|
John Dawe
|
Chief Financial Officer, Treasurer and Secretary
|
56
|
March 18, 2014
|
Steven M. Schorr
|
Director
|
62
|
October 4, 2013
|
Gonzalo Camet
|
Director
|
45
|
October 4, 2013
|
William Van Dyke
|
Director
|
52
|
March 18, 2014
|
(1)
|
a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
(2)
|
a conviction in a criminal proceeding or named in a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
(3)
|
being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
(i)
|
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
(ii)
|
engaging in any type of business practice; or
|
|
(iii)
|
engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
(4)
|
being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
|
(5)
|
being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
(6)
|
being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
(7)
|
being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
(i)
|
any Federal or State securities or commodities law or regulation; or
|
(ii)
|
any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
|
(iii)
|
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
(8)
|
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name and Principal Positions
|
Fiscal
Year
|
Salary
($)
|
Restricted Stock Awards/SARs
(1)
($)
|
Securities Underlying Options/SARs
(1)
(#)
|
All Other
Compensation
(2)
($)
|
Shaun Roberts
CEO
|
2015
2014
|
$130,000
$130,000
|
$Nil
$Nil
|
Nil
2,500,000
(3)
|
$Nil
$316,888
(3)
|
Kyle Redfield
(4)
President & COO
|
2015
|
$108,197
|
$250,595
|
Nil
|
$Nil
|
John Dawe
CFO and Secretary & Treasurer
|
2015
2014
|
$125,000
$76,500
(5)
|
$100,000
(5)
$49,325
(5)
|
Nil
750,000
(5)
|
$Nil
$114,236
(5)
|
Option/SAR
(1)
Grants in Last Fiscal Year Issued to Executive
|
||||||
Name
|
Fiscal
Year
|
Number of
Securities
Underlying Options
or SAR’s
|
Percent of
Total Options or SARs Granted to Employee in Fiscal Year
(3)
|
Exercise Price
($/share)
|
Expiration
Date
|
Grant Date
Value
($)
(2)
|
Shaun Roberts
2829 Ala Kalanikaumaka St.,
Suite F-133, Koloa, HI 96756
|
2015
2014
|
Nil
2,500,000
(4)
|
Nil
37.0%
|
n/a
$0.17
|
December
19, 2019
|
$Nil
$380,786
(5)
|
Kyle Redfield
(6)
1101 Via Callejon #200,
San Clemente, CA 92673-4230
|
2015
|
Nil
|
Nil
|
n/a
|
n/a
|
$Nil
|
John Dawe
(7)
1101 Via Callejon #200,
San Clemente, CA 92673-4230
|
2015
2014
|
Nil
750,000
(7)
|
Nil
11.1%
|
n/a
$0.17
|
December
19, 2019
|
$Nil
$114,236
|
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
Issued to Executive
|
|||||||
Name
|
Fiscal
Year
|
Shares Acquired on Exercise
(#)
|
Value
Realized
($)
|
Number of Securities
Underlying Unexercised
Options/SARs at
Fiscal year-end
(#)
|
Value of Unexercised
In-the-Money Options/SARs
at Fiscal year-end
(1)
($)
|
||
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
||||
Shaun Roberts
2829 Ala Kalanikaumaka St.,
Suite F-133, Koloa, HI 96756
|
2015
2014
|
Nil
Nil
|
$Nil
$Nil
|
2,500,000
1,000,000
|
n/a
1,500,000
|
$Nil
$Nil
|
n/a
n/a
|
Kyle Redfield
(2)
1101 Via Callejon #200,
San Clemente, CA 92673-4230
|
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
$Nil
|
$Nil
|
John Dawe
(7)
1101 Via Callejon #200,
San Clemente, CA 92673-4230
|
2015
2014
|
Nil
Nil
|
$Nil
$Nil
|
750,000
750,000
|
n/a
n/a
|
$Nil
$Nil
|
n/a
n/a
|
Name and Address of Beneficial Owner
|
Amount and Nature
of Beneficial Owner
(1)
|
Percent of Class
(2)
|
||||||
Shaun Roberts
, Chief Executive Officer and Director
2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756
|
12,038,314 | (3) | 9.7 | % | ||||
Kyle Redfield
, President and Chief Operating Officer
1101 Via Callejon #200, San Clemente, CA 92673-4230
|
3,100,163 | (4) | 2.6 | % | ||||
John Dawe
, Chief Financial Officer, Treasurer and Secretary
1101 Via Callejon #200, San Clemente, CA 92673-4230
|
1,962,878 | (5) | 1.6 | % | ||||
Gonzalo Camet
, Director
Malecón Paul Harris 200 Dpto. 504, Lima, Peru 04
|
9,126,131 | (6) | 7.4 | % | ||||
Steven Schorr
, Director
2829 Ala Kalanikaumaka St., Suite F-133, Koloa, HI 96756
|
8,634,647 | (7) | 7.1 | % | ||||
William Van Dyke
, Director
1101 Via Callejon #200, San Clemente, CA 92673-4230
|
1,014,107 | ( 8 ) | 0.8 | % | ||||
All Directors and Officers as a Group (6 Persons)
|
35,876,240 | 29.7 | % |
SEC registration fees
|
$ | 302.62 | ||
Accounting fees and expenses
|
$ | 2,956.88 | ||
Legal fees and expenses
|
$ | 30,000 | ||
Miscellaneous expenses
|
$ | 2,500 | ||
Total
|
$ | 35,759.50 |
|
●
|
a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful;
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a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
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to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.
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by our stockholders;
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by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
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if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
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if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
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by court order.
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Exhibit
Number
|
Description
|
Filed
|
(3)
|
Articles of Incorporation and Bylaws
|
|
3.1
|
Articles of Incorporation
|
(attached as an exhibit to our Registration Statement on Form S-1, filed on August 22, 2011)
|
3.2
|
Bylaws
|
(attached as an exhibit to our Registration Statement on Form S-1, filed on August 22, 2011)
|
3.3
|
Articles of Merger dated effective September 9, 2013
|
(attached as an exhibit to our current report on Form 8-K, filed on September 13, 2013)
|
3.4
|
Certificate of Change dated effective September 9, 2013
|
(attached as an exhibit to our current report on Form 8-K, filed on September 13, 2013)
|
(5)
|
Opinion regarding Legality
|
|
5.1
|
Opinion of Sichenzia Ross Friedman Ference LLP regarding the legality of the securities being registered
|
(attached as an exhibit to our Registration Statement on Form S-1 filed on July 6, 2015 and incorporated herein by reference)
|
(10)
|
Material Contracts
|
|
10.1
|
Binding Letter agreement dated June 5, 2013 with Sandwich Isles Trading Company, Inc.
|
(attached as an exhibit to our current report on Form 8-K, filed on June 11, 2013)
|
10.2
|
Asset Purchase Agreement dated October 4, 2013 with Sandwich Isles Trading Co. Inc.
|
(attached as an exhibit to our current report on Form 8-K, filed on October 10, 2013)
|
10.3
|
Employment Agreement dated October 4, 2013 with Shaun Roberts
|
(attached as an exhibit to our current report on Form 8-K, filed on October 10, 2013)
|
10.4
|
Consultant Agreement dated October 4, 2013 with Bioponic Phytoceauticals, Inc. (a company controlled by Steven M. Schorr)
|
(attached as an exhibit to our current report on Form 8-K, filed on October 10, 2013)
|
10.5
|
Binding Letter agreement dated June 5, 2013 with Sandwich Isles Trading Company, Inc.
|
(attached as an exhibit to our current report on Form 8-K, filed on June 11, 2013)
|
10.6
|
Form of subscription agreement
|
(attached as an exhibit to our current report on Form 8-K, filed on November 25, 2013)
|
10.7
|
Form of warrant
|
(attached as an exhibit to our current report on Form 8-K, filed on November 25, 2013)
|
10.8
|
Termination Agreement dated as of December 16, 2013 and effective November 1, 2013 between Konared Corporation and Bioponic Phytoceauticals, Inc.
|
(attached as an exhibit to our current report on Form 8-K filed on December 18, 2013)
|
10.9
|
2013 Stock Option Plan
|
(attached as an exhibit to our current report on Form 8-K filed on January 10, 2014)
|
10.10
|
Form of Stock Option Agreement (U.S. persons)
|
(attached as an exhibit to our current report on Form 8-K filed on January 10, 2014)
|
10.11
|
Form of Stock Option Agreement (non-U.S. persons)
|
(attached as an exhibit to our current report on Form 8-K filed on January 10, 2014)
|
10.12
|
Form of Stock Option Agreement (U.S. persons – no plan)
|
(attached as an exhibit to our current report on Form 8-K filed on January 16, 2014)
|
10.13
|
Form of securities purchase agreement (non U.S. purchaser)
|
(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)
|
10.14
|
Form of securities agreement (U.S. purchaser)
|
(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)
|
10.15
|
Form of warrant certificate (non U.S. Purchaser)
|
(attached as an exhibit to our current report on Form 8-K, filed on February 3, 2014)
|
10.26
|
Splash Beverages Sales and Marketing Agreement
|
(attached as an exhibit to our current report on Form 8-K, filed on April 28, 2014)
|
10.27
|
2014 Flexible Stock Plan
|
(attached as an exhibit to our current report on Form 8-K, filed on May 21, 2014)
|
10.28
|
Sandwich Isles Trust Agreement
|
(attached as an exhibit to registration statement on Form S-1/A, filed on December 4, 2014)
|
10.29
|
Services Agreement with John Dawe
|
(attached as an exhibit to our current report on Form 8-K, filed on December 29, 2014)
|
10.30
|
Convertible Debenture Purchase Agreement
|
(attached as an exhibit to our current report on Form 8-K filed on January 23, 2015)
|
10.31
|
Term Sheet with Promissory Note
|
(attached as an exhibit to our current report on Form 8-K filed on June 8, 2015)
|
10.32
|
Purchase Agreement, dated June 16, 2015, by and between the Company and Lincoln Park Capital Fund, LLC
|
(attached as an exhibit to our current report on Form 8-K filed on June 18, 2015)
|
10.33
|
Registration Rights Agreement, dated June 16, 2015, by and between the Company and Lincoln Park Capital Fund, LLC
|
(attached as an exhibit to our current report on Form 8-K filed on June 18, 2015)
|
10.34
|
Amended Warrant, dated June 15, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on June 18, 2015)
|
10.35
|
Form of subscription agreement
|
Filed herewith |
10.36
|
Employment Agreement by and between KonaRed Corporation and Kyle Redfield executed August 10, 2015
|
(attached as an exhibit to our current report on Form 8-K, filed on August 11, 2015)
|
10.37
|
Purchase Agreement, dated as of August 18, 2015, by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC
|
(attached as an exhibit to our current report on Form 8-K filed on August 18, 2015)
|
10.38
|
Senior Convertible Note issued to Lincoln Park Capital Fund, LLC August 18, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on August 18, 2015)
|
10.39
|
Warrant issued to Lincoln Park Capital Fund, LLC August 18, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on August 18, 2015)
|
10.40
|
Subordinated Promissory Note issued to Solait Corp June 5, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on June 6, 2015)
|
10.41
|
Purchase Agreement, dated as of September 30, 2015, by and between KonaRed Corporation and Black Mountain Equities Inc.
|
(attached as an exhibit to our current report on Form 8-K filed on October 1, 2015)
|
10.42
|
Subordinated Promissory Note issued to Black Mountain Equities Inc. September 30, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on October 1, 2015)
|
10.43
|
Warrant issued to Black Mountain Equities Inc. September 30, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on October 1, 2015)
|
10.44
|
Purchase Agreement, dated as of September 30, 2015, by and between KonaRed Corporation and Gemini Master Fund, Ltd.
|
(attached as an exhibit to our current report on Form 8-K filed on October 1, 2015)
|
10.45
|
Subordinated Promissory Note issued to Gemini Master Fund, Ltd. September 30, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on October 1, 2015)
|
10.46
|
Warrant issued to Gemini Master Fund, Ltd. September 30, 2015
|
(attached as an exhibit to our current report on Form 8-K filed on October 1, 2015)
|
(23)
|
Consents of Experts and Counsel
|
|
23.2
|
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)
|
(attached as exhibit 5.1 to our Registration Statement on Form S-1 filed on July 6, 2015 and incorporated herein by reference)
|
(101)
|
Interactive Data File
|
|
101.INS
|
XBRL Instance Document
|
Filed herewith
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith
|
101.DEF
|
Taxonomy Extension Definition Linkbase Document
|
Filed herewith
|
101.LAB
|
Taxonomy Extension Labels Linkbase Document
|
Filed herewith
|
101.PLE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith
|
1.
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
i.
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
|
2.
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
|
|
3.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
|
|
4.
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
|
5.
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
iii.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
iv.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser;
|
By:
|
/s/ Shaun Roberts
|
|
Shaun Roberts
|
||
Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
||
Dated:
April 26, 2016
|
||
By:
|
/s/ John Dawe
|
|
John Dawe
|
||
Chief Financial Officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
|
||
Dated: April 26, 2016
|
/s/ Shaun Roberts
|
|
Shaun Roberts
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
Dated: April 26, 2016
|
|
/s/ John Dawe
|
|
John Dawe
|
|
Chief Financial Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
Dated: April 26, 2016
|
|
/s/ Steven M. Schorr
|
|
Steven M. Schorr
|
|
Director
|
|
Dated: April 26, 2016
|
|
/s/ Gonzalo Camet
|
|
Gonzalo Camet
|
|
Director
|
|
Dated: April 26, 2016
|
|
/s/ Bill Van Dyke
|
|
Bill Van Dyke
|
|
Director
|
|
Dated: April 26, 2016
|
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