Sealand Natural Resources, Inc. (OTCMKTS:SLNR) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
On August 29, 2016 and September 30, 2016, the Company completed
the sale of $350,000 of face value of Convertible Promissory
Notes (the Notes) to two accredited investors due 3 years from
each date thereof (the Maturity Date) . These notes bear interest
at the rate of 8% per annum with a late payment interest rate of
13% per annum. The notes are convertible into an aggregate of
350,000 shares of the Companys $0.001 par value common shares
(the Share(s)) at the option of the shareholders thereof at the
lesser of $1.00 per share or 90% of the purchase price of any
offering or issuance of common shares by the Company prior to the
Maturity Date. Note subscribers also received a ten-year warrant
to purchase one Share for each dollar amount of Notes subscribed
for by such subscriber for $1.50 per Share for an aggregate of
350,000 Shares.
The Notes require the Company to become current in its filings
with the SEC on or before January 31, 2017 unless such date is
extended by agreement of the holders of the Notes.
The principal and interest of the Notes is personally guaranteed
by A. Stone Douglass, the Companys new CEO. Mr. Douglass
guarantee is secured by a security agreement and UCC-1 filing
granting Mr. Douglass a lien on all of the Companys assets.
Due to delays in completion of the Companys Forms 10-K and 10-Q
caused by unresolved accounting issues involving the Companys
wholly owned Danish operating subsidiary, the Company failed to
file the reports necessary to become current in its filings with
the SEC by March 31, 2017 as required by the first Amendment the
Notes. On March 31, 2017 the Company and the three noteholders
cured this default by mutually agreeing to extend the date to
become current with the SEC to April 30, 2017 by executing the
attached Note Amendment. In consideration of the Note subscribers
agreement to extend the compliance period to April 30, 2017, the
Company reduced the exercise price of the Warrants attached to
the Notes from $1.50 to $1.00.
From March 20 to March 27, 2017 the Companys CEO traveled to
Denmark again to meet with management of the Companys wholly
owned subsidiary to expedite completion of the resolution of the
all outstanding accounting issues and the concomitant filing of
the Companys required reports under the Exchange Act. Management
believes that the Company will be current in all of its required
SEC periodic reports on or before April 30, 2017.
Due to delays in completion of the Companys Forms 10-K and 10-Q
caused by unresolved accounting issues involving the Companys
wholly owned Danish operating subsidiary, the Company failed to
file the reports necessary to become current in its filings with
the SEC by April 30, 2017 as required by the second Amendment the
Notes. On April 30, 2017, the Company and its Noteholders cured
this default by mutually agreeing to extend the date to become
current with the SEC to May 31, 2017 by executing the attached
Note Amendment. In consideration of the Note subscribers
agreement to extend the compliance period to May 31, 2017, the
Company agreed to modify the term of the warrants in Notes to
120% of their original numbers.
Item 9.01 Financial Statements and Exhibits
Exhibit 1. Third Note Amendment
About Sealand Natural Resources, Inc. (OTCMKTS:SLNR)
Sealand Natural Resources, Inc. is a research and new product development company. The Company is engaged in the manufacture, distribution, sales and marketing of various natural functional beverages, nutriceuticals and health supplements, and the harvesting of organic raw materials. The Company integrates scientific, environmental and medical competencies in various areas, such as exploration/discovery, characterization of health benefits, and the ability to scale up new and natural consumer products for commercial use. The Company primarily focuses on the alternative beverage category, which combines non-carbonated ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks and single-serve still water (flavored, unflavored and enhanced) with new age beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages. Sealand Natural Resources, Inc. (OTCMKTS:SLNR) Recent Trading Information
Sealand Natural Resources, Inc. (OTCMKTS:SLNR) closed its last trading session 00.000 at 0.400 with 3,000 shares trading hands.