Page 7 of 11 – SEC Filing
| CUSIP No. 88338N 10 7 | Page 7 of 11 Pages |
Acquisition of Shares of the Issuer through Private Placement
On September 26, 2012, the Company entered into a Securities Purchase Agreement with multiple investors (collectively, the “Investors”) relating to the issuance and sale of the Company’s Common Stock in a private placement except from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing on October 2, 2012 (the “Closing Date”), the Company sold an aggregate of 3,953,489 shares at $2.15 per share (the “Shares”) for an aggregate purchase price of $8,500,001. Of those shares, Energy Capital, LLC purchased 1,141,658 shares for a purchase price of $2,454,564.
As part of the Securities Purchase Agreement, the Company agreed to file a registration statement cover the resale of the Shares no later than 45 days from the Closing Date (the “Registration Statement”). The Company filed a Registration Statement on Form S-1 which was declared effective by the SEC on December 12, 2012.
Acquisition of Shares of the Issuer by Exercise of Warrants
As previously reported, the Company issued Plato a Common Stock Purchase Warrant (“Warrant’) for the purchase of 122,743 shares of the Company’s Common Stock at an exercise price of $0.407355 per share. On June 19, 2012, Plato exercised the Warrant for the purchase of all 122,743 shares, as more fully described in the following paragraph.
On February 24, 2012, the Company sold and issued a Secured Promissory Note (the “February 2012 Note”) to Plato in the principal base amount of $1,357,110 (the “Principal Base Amount(s)”) pursuant to the terms of that certain Note Purchase Agreement of even date therewith. The Principal Base Amount was comprised of surrendered promissory notes previously issued by the Company in the aggregated amount of $857,110 (collectively known as the “Prior Notes”) and an additional $500,000 delivered to the Company on February 24, 2012. The Principal Base Amount of the Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest at the annual rate of six percent (6%), was due in one lump sum payment twenty-four (24) months from the date of issuance of the Note. In connection with the February 2012 Note, Plato received a Warrant to purchase 3,950,000 Shares. At June 19, 2012, the Aggregated Principal Balance and accrued interest under the Note was $2,895,719. On June 19, 2012, Plato exercised its right to purchase 4,072,743 shares of the Company’s Common Stock (122,743 at an exercise price of $0.407357 per share (as described in the paragraph above) and 3,950,000 at an exercise price of $0.38 per share). The Company agreed that Plato could exercise its rights to purchase all available shares under Warrants through the surrender of $1,551,000 in debt (the “Surrendered Debt”). The Surrendered Debt was comprised of all accrued interest through June 19, 2012 plus a portion of principal from the Note necessary to equal the Surrendered Debt. The Aggregate Principal Amount of the Note held by Plato after purchasing the Warrants with the Surrendered Debt is $1,344,719 (the “Remaining Debt”).
Acquisition of Shares Through Settlement of Demand Note
On April 30, 2013, the Reporting Persons acquired 1,981,730 shares of the Company’s common stock when he acquired Jo Cee, LLC, a Florida limited liability company, in exchange for and in settlement of a demand promissory note in the principal amount of $654,000. Upon the settlement, Mr. Smith became the sole member and manager of Jo Cee, LLC.
