Bieber agreement from the 10-K
posted on
Apr 17, 2012 11:09AM
Edit this title from the Fast Facts Section
I have never seen an SEC filing that he has exercised a single share. Now that he's 18 that may be coming. Have you Koala?
The Bieber Agreement
In May 2011, the Company entered into agreements with Justin Bieber Brands, LLC, and certain associates of Justin Bieber (collectively, the “Bieber Agreements”, and the “Bieber Group”, respectively) as well as a related agreement with a company formerly managed by our Chairman, Keith St. Clair. The Bieber Agreements provide that Justin Bieber shall act as a spokesman for our PhoneGuard software and its potential to substantially reduce injuries and save lives from traffic accidents. Bieber has agreed to endorse our PhoneGuard software in a number of ways, both online and in person over the term of the Bieber Agreement.
The Bieber Agreements are identical, except with regard to the number of warrants and sales royalties we are obligated to issue and pay. Each agreement revolves around Justin Bieber’s endorsement of our PhoneGuard software. The key terms of the Bieber Agreements are:
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Three year terms with Justin Bieber having the right to terminate after one year in which case the other two agreements terminate; |
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Sales royalties based upon a percent of revenues. The aggregate royalties percentage payable to Bieber Group is either: (i) 25% on annual sales of the product; or (ii) 40% on low margin sales (sales on a wholesale basis less than $10.66 per unit); |
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Pursuant to the Bieber Agreements, the Company issued to the Bieber Group warrants to purchase an aggregate of 121,160,749 shares of common stock at $0.01 per share or a total of 16.4% of the Company on a fully diluted basis. The warrants contain full anti-dilution protection rights on both the exercise price and quantity. Subsequent to December 31, 2011, as a result of provisions contained in the warrants protecting the holder against dilution, the exercise price of the warrants was reduced to $0.005 per share and the number shares of common stock for which the warrants could be exercised was increased to 242,321,498; and |
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Pre-emptive rights for sales by the Company of equity and common stock equivalents above $0.01 per share so the Bieber Group can purchase such instruments at the same sale price to maintain their 16.4% ownership right. |