Business Context and Reporting Period
This Form 8-K was filed on September 15, 2016, by KSIX Media Holdings, Inc., a Nevada corporation. The filing reports the entry into a Material Definitive Agreement with BCAN Holdings, LLC. Note: The metadata provided lists "Surgepays, Inc." as the company name, but the filing text explicitly identifies the registrant as KSIX Media Holdings, Inc.
Key Financial Metrics and Transaction Details
The filing details a subscription agreement rather than standard periodic financial results. Key transaction metrics include:
- Investment Range: Minimum purchase of $50,000 USD; Maximum purchase of $320,000 USD.
- Unit Price: $0.08 per Unit.
- Unit Composition: 1 share of Common Stock and 2 Warrants.
- Warrant Terms: Exercise price of $0.50 per share; 18-month term.
- Initial Funding: BCAN paid the $50,000 Minimum Purchase upon execution.
Material Changes and Subsequent Events
The filing discloses a material change in the company's capital structure through the issuance of new equity and warrants. Additionally, the text notes two subsequent amendments to the agreement extending the "Effective Period" for the investor to reach the Maximum Purchase:
- 1st Addendum (Oct 30, 2016): Extended the period to November 30, 2016.
- 2nd Addendum (Nov 30, 2016): Extended the period to March 31, 2017.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue outlook, or management commentary regarding future operations. The primary risk disclosed is the dilution of existing shareholders due to the potential issuance of up to $320,000 worth of Units. The filing text does not provide clear values for current revenue, profit, cash flow, or debt levels.
Investor Verification Checklist
- Verify the total amount of capital actually raised under the agreement (Minimum vs. Maximum).
- Confirm the final closing date of the transaction relative to the March 31, 2017 deadline.
- Review the company's current capitalization table to assess the dilution impact of the new shares and warrants.
- Check for any subsequent filings regarding the exercise of the warrants issued to BCAN Holdings, LLC.