Tactical Air Defense Services, Inc. (TADF) came with 8-K filing (LOI) yesterday’s: Form 8-K
Excerpt:
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2011, Tactical Air Defense Services, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) with Cornucopia, Ltd. (“Cornucopia”) in connection with a proposed financing arrangement. A copy of the LOI has been attached as an exhibit to this Form 8-K, the terms of which are hereby incorporated by reference.
Pursuant to the terms of the LOI and subject to further negotiation and final agreements and documentation (the “Definitive Agreements”), Cornucopia has agreed to provide the Company up to One Million Dollars (US$1,000,000) in financing as follows:
a. Initial Financing Terms. Cornucopia shall provide an initial financing of Four Hundred Thousand Dollars (US$400,000 and the “Initial Financing”) through the sale and issuance by the Company of shares of preferred stock (the “Preferred Stock”) to be designated upon execution of the Definitive Agreements. The Initial Financing and number of shares of Preferred Stock: (i) shall be convertible into 533,333,200 shares of the Company’s restricted common stock, par value $0.001 (the “Common Stock”); (ii) shall maintain a number of votes equal to the number of shares of Common Stock the Preferred Stock is convertible into; (iii) shall provide for a 12% annual coupon payment; (iv) shall be collateralized by certain Company assets to be agreed upon by the parties in the Definitive Agreements; (v) shall provide for a right of participation in the Company’s operating profits to be agreed upon by the parties in the Definitive Agreements; and (vi) shall include (A) a warrant to purchase up to 533,333,200 shares of Common Stock and (B) a warrant to purchase up to 800,000,000 shares of Common Stock.
b. Subsequent Financing Terms. Cornucopia shall provide a subsequent financing amount of Six Hundred Thousand Dollars (US$600,000 and the “Subsequent Financing”), as required by and requested by the Company, subject to Cornucopia approval which shall not be unreasonably withheld, through the sale and issuance by the Company of additional shares of Preferred Stock. The Subsequent Financing and shares of Preferred Stock: (i) shall be convertible into shares of Common Stock at a conversion price equal to a fifty percent (50%) discount to the average closing price of the Company’s Common Stock for the thirty (30) day period prior to each Subsequent Financing; (ii) shall maintain a number of votes equal to the number of shares of Common Stock the Subsequent Financing Preferred Stock is convertible into; (iii) shall provide for a 12% annual coupon payment; (iv) shall be collateralized by certain Company assets to be agreed upon by the parties in the Definitive Agreements; and (v) shall provide for a right of participation in the Company’s operating profits to be agreed upon by the parties in the Definitive Agreements.
Although the LOI is binding, as of the date of this Report, the Company and Cornucopia have not finalized the terms of the Definitive Agreements and the Company has received no funding nor proceeds whatsoever from Cornucopia under either the Initial Financing or the Subsequent Financing described above.