901 CBD Shop Press Release http://vogue.com/
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On April 11, 2018, the Company issued 152,555,416 shares of Common Stock as consideration for the True Wireless, Inc. merger. As discussed in Note 1 to our consolidated monetary statements, the fairness of the Company is the historic fairness of TW retroactively restated to mirror the variety of shares issued by the Company within the transaction. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain the entire changes necessary (consisting solely of normal recurring accruals) to current the financial place of the Company as of June 30, 2019 and the outcomes of operations and money flows for the durations introduced. The results of operations for the six months ended June 30, 2019 usually CBD Vape Cartridges are not necessarily indicative of the working outcomes for the complete fiscal 12 months or any future interval. These unaudited condensed consolidated financial statements must be learn along side the financial statements and associated notes thereto included in the Company’s Annual Report on Form 10-K for the 12 months ended December 31, 2018 filed with the SEC on April 1, 2019.
holder actually or constructively held more than five % of such regularly traded Common Stock at any time in the course of the shorter of the five-yr interval preceding the non-U.S. In addition, provided that our Common Stock is often traded on an established securities market (as outlined by applicable Treasury regulations), a warrant won't be treated as a U.S. real property interest with respect to a non-U.S. The phrases of the warrants enable for adjustments within the exercise price of the warrants under certain circumstances. A change in train worth of a warrant that enables holders to receive more shares of Common Stock on train might enhance a holder’s proportionate interest in our earnings and earnings or assets CBD. In that case, such holder could also be handled as though it acquired a taxable distribution within the form of our Common Stock. A taxable constructive inventory distribution would generally result, for example, if the exercise value is adjusted to compensate holders for distributions of cash or property to our stockholders. In reference to this providing, the underwriters additionally might engage in passive market making transactions in our securities in accordance with Regulation M during a interval before the commencement of presents or gross sales of shares of Common Stock in this providing and increasing via the completion of the distribution. In common, a passive market maker must show its bid at a price not in excess Flavoured CBD Gummies of the best impartial bid for that security. However, if all impartial bids are lowered beneath the passive market maker’s bid that bid should then be lowered when particular buy limits are exceeded. Passive market making could stabilize the market value of the securities at a stage above that which could in any other case prevail in the open market and, if commenced, may be discontinued at any time. The Company recorded its funding in Centercom of $178,508, which is the Company’s forty% possession of Centercom’s web guide worth upon shut of the completion of the transaction, as “Investment in Centercom” in long run assets on the accompanying condensed consolidated steadiness sheets. Sales of a substantial number of shares of our Common Stock within the public market following this providing might trigger the market value of our Common Stock to say no. If there are extra shares of Common Stock provided on the market than buyers are prepared to purchase, then the market price of our Common Stock might decline to a market worth at which consumers are prepared to purchase the offered shares of Common Stock and sellers stay keen to sell the shares. Following the effectiveness of the registration statement of which this prospectus types a part, all the shares of Common Stock bought to Northbridge pursuant to the Investment Agreement will be freely tradable with out restriction or additional registration underneath the Securities Act. The per share train worth of the Option shall be equal to the VWAP of the Company’s Common Stock on the date of grant. If after any announcement described in clause of the preceding sentence, we announce that we will not release earnings results through the 16-day period, the lock-up interval shall expire the later of the expiration of the 90-day interval and the end of any extension of such interval made pursuant to clause of the preceding sentence. The underwriters could, in their sole discretion and at any time or from time to time before the termination of the lock-up interval, with out notice, launch all or any portion of the securities topic to lock-up agreements.
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The accompanying unaudited condensed consolidated monetary statements have been ready in accordance with accounting principles usually accepted in the United States of America for interim financial statements and with the directions to Form 10-Q and Article eight of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not comprise all information and footnotes required by accounting principles generally accepted within the United States of America for annual financial statements.
- In consideration for Executive entering into this Agreement and offering providers to the Company, Executive shall be entitled to obtain a one-time bonus cost equal to $one hundred ten,000 (the “Additional Bonus”).
- These ahead-wanting statements involve dangers and uncertainties which may trigger actual outcomes to differ materially from these contemplated in these forward-trying statements.
- The Additional Bonus shall be paid to Executive, much less authorized deductions and required withholding obligations, within thirty days of the Company’s Common Stock trading at a Value Weighted Average Price (“VWAP”) of $2.00 or above for any ninety day buying and selling period, topic to Executive continuing to offer providers to the Company by way of the applicable Additional Bonus fee date.
- Our fiscal yr end is December 31 and our fiscal years ended December 31, 2018 and 2017 are sometimes referred to herein as fiscal years 2018 and 2017, respectively.
- Some of the statements made in this prospectus focus on future occasions and developments, including our future strategy and our capability to generate revenue, earnings and cash flow.
These common shares were recorded as a retroactive 2017 transaction as incentive to complete the merger. We have audited the accompanying consolidated stability sheets of Surge Holdings, Inc. & Subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ deficit and money flows for each of the years in the two-12 months period ended December 31, 2018 and the associated notes (collectively known as the “financial statements”). We imagine that we are not currently and will not turn into a USRPHC for U.S. federal earnings tax purposes, and the remainder of this discussion so assumes. However, as a result of the dedication of whether or not we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market worth of our different enterprise assets, there could be no assurance that we will not turn out to be a USRPHC in the future. Even if we become a USRPHC, nevertheless, if our Common Stock turns into often traded on a longtime securities market (as outlined by relevant Treasury rules), such Common Stock will be treated as U.S. actual property pursuits provided that the non-U.S. Our fiscal 12 months end is December 31 and our fiscal years ended December 31, 2018 and 2017 are typically referred to herein as fiscal years 2018 and 2017, respectively. Some of the statements made on this prospectus focus on future occasions and developments, together with our future strategy and our capability to generate income, earnings and cash flow. These ahead-wanting statements contain dangers and uncertainties which might trigger precise results to vary materially from those contemplated in these ahead-wanting statements. Unless prolonged by the Company, the Option shall terminate on the seventh (7th) anniversary of its grant. The Option shall otherwise be subject to the phrases JustCBD CBD Gummies of the plan pursuant to which it is granted and/or an choice settlement to be entered into between Executive and the Company. We imagine that its assumptions are based upon cheap data derived from and recognized about our enterprise and operations and the business and operations of the Company. No assurances are made that actual CBD outcomes of operations or the results of our future actions is not going to differ materially from its assumptions. On or about August 17, 2016, we entered into a 12 month “Consulting Agreement” with Kevin Fickle (the “Fickle Agreement”) concerning strategic partnerships, enterprise advisory services, administration consulting, board placement services, and introductions to technical consultants. Upon execution of the Fickle Agreement, the Company was obligated to issue to Mr. Fickle 1,000,000 shares of Common Stock restricted in accordance with Rule one hundred forty four, in exchange for the $10,000 USD in companies rendered (the “Fickle Stock”). The issuance of the Fickle Stock will CBD Tincture be exempt from registration pursuant to Section 4(a) of the Securities Act of 1933. Mr. Fickle is a complicated investor, conversant in our company operations, and there was no general solicitation. This transaction was approved by Written Consent of the Board of Directors by way of authority set forth in our Articles of Incorporation, company bylaws, and §78.315 of the Nevada Revised Statutes The Fickle Stock has but to be issued.
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holder if such holder didn't personal, truly or constructively, warrants whose total truthful market value on the date they were acquired (and on the date or dates any additional warrants had been acquired) exceeded the fair market worth on that date (and on the date or dates any extra warrants had been acquired) of 5 p.c of all our Common Stock. As discussed above in Note 1, on January 17, 2019, the Company announced the completion of an settlement to acquire a 40% equity ownership of Centercom. Upon execution of the agreement, the Company issued seventy two,000 shares of Preferred C stock (convertible into 18,000,000 shares of common inventory) to a director, officer and minority owner of the Company who has a controlling curiosity in Centercom.
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In consideration for Executive getting into into this Agreement and providing companies to the Company, Executive shall be entitled to receive a one-time bonus payment equal to $a hundred and ten,000 (the “Additional Bonus”). The Additional Bonus shall be paid to Executive, less authorized deductions and required withholding obligations, within thirty days of the Company’s Common Stock buying and selling at a Value Weighted Average Price (“VWAP”) of $2.00 or above for any ninety day trading period, topic to Executive continuing to provide providers to the Company via the relevant Additional Bonus fee date. These shares shall be eligible conversion the date six months following Surge Holdings lift to Nasdaq. Readers are urged to carefully evaluation and consider the assorted disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important components currently known to us might cause precise outcomes to differ materially from these in ahead-wanting statements. We undertake no obligation to update or revise ahead-looking statements to mirror changed assumptions, the incidence of unanticipated events or modifications in the future working outcomes over time. Pursuant to the Consulting Agreement, the Fickle Stock when issued will be fully paid and non-assessable. We concluded that as of December 31, 2018, our disclosure controls and procedures and our inner control over financial reporting weren't efficient. We have decided that we've limited resources for adequate personnel to prepare and file reviews under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) inside the required time durations and that materials weaknesses in our inner management over financial reporting exist referring to not being able to present for adequate evaluation of our monetary statements. If we're unable to implement and keep efficient disclosure controls and procedures and remediate the material weaknesses in a timely manner, or if we establish different materials weaknesses sooner or later, our capability to supply accurate and well timed monetary statements and public reports could possibly be impaired, which may adversely have an effect on our business and monetary situation. In addition, traders might lose confidence in our reported information and the market value of our Common Stock could decline.