June 2023 Convertible Debenturespositions with Dana Corporation. Since 2001, Mr. Dattilo has served as a director of L3 Harris Technologies, Inc. (NYSE: LHX) or a predecessor company of L3 Harris Technologies, Inc., a technology company, defense contractor and Warrantsinformation technology services provider and served as the Chairman of Harris Corporation, a predecessor company of L3 Harris Technologies, Inc. from 2012 to 2014. Since 2010, Mr. Dattilo has also served as a director of Haworth Inc., a privately held, family-owned office furniture manufacturer, and previously served as a director of Solera Holdings, Inc. from 2013 to 2016, Alberto Culver Company from 2006 to 2011, and Cooper Tire & Rubber Company from 1999 to 2006.
On June 30, 2023,Mr. Dattilo is qualified to serve on the Company entered intoBoard based on his experience as a director to private and public companies and his experience in the June SPAautomotive industry.
Arthur Kingsbury. Mr. Kingsbury, age 75, has served as a member of the Board since March 2021. Mr. Kingsbury has been a private investor since 1996. Mr. Kingsbury has nearly five decades of business, finance and corporate governance experience including financial, senior executive and director positions at companies engaged in newspaper publishing, radio broadcasting, database publishing, cable television, cellular telephone communications, and software and services. Specific positions include President and Chief Operating Officer of VNU-USA, Vice Chairman and Chief Operating Officer of BPI Communications, and Executive Vice President and Chief Financial Officer of Affiliated Publications, Inc. Mr. Kingsbury has served on the Boards of six public companies, including Solera Holdings, Dolan Media Co., Remark Holdings, Inc. (NASDAQ: MARK), NetRatings, Inc., Affiliated Publications, Inc. and McCaw Cellular Communications, Inc. Mr. Kingsbury holds a Bachelor of Science in Business Administration in Accounting from Babson College.
Mr. Kingsbury is qualified to serve on the Board based on his experience as a director to numerous private and public companies, including committee service on audit, compensation, governance and special committees of independent directors, his extensive experience in finance and accounting matters, and his management experience and educational background.
Claudia Romo Edelman (Gonzales Romo). Ms. Romo Edelman, age 52, has served as a member of the Board since March 2021. Ms. Romo Edelman is a social entrepreneur, a catalyst for change and a global mobilization expert with Yorkville, in connection withmore than 25 years of experience leading marketing and advocacy for global organizations including the issuanceUnited Nations, UNICEF, the Global Fund to Fight AIDS, TB and sale byMalaria, the CompanyUnited Nations High Commissioner for Refugees (UNHCR), and the World Economic Forum. Since 2017, Ms. Romo Edelman has served as the Founder and CEO of convertible debentures in an aggregate principal amountthe We Are All Human Foundation, a New York-based global non-profit organization devoted to advancing the agenda of $26,595,745 (the “June Initial Convertible Debenture”)diversity, inclusion, and pursuantequity, focused on unifying the U.S. Hispanic community and promoting sustainability and purpose-driven activities. From 2014 to which2017, Ms. Romo Edelman served as the Company granted Yorkville an option (the “June Option”)Chief of Public Advocacy for the United Nations Children’s Fund (UNICEF). Due to purchase additional convertible debentures in an aggregate principal amount of upher expertise, Ms. Romo Edelman was seconded several times to $53,191,489 subjectvarious organizations to launch global mobilization campaigns. From May 2016 to January 2017, she was seconded to the termsExecutive Office of the Secretary General of the United Nations to lead communications for the Special Adviser on the 2030 Agenda for Sustainable Development and conditions set forth in the June SPA (the “June Option Convertible Debenture,” and together with the June Initial Convertible Debenture, the “June Convertible Debentures”).
The June Convertible Debentures bear interest atClimate Change. Ms. Romo Edelman served as a rate of 3.0% per annum, subject to increase to 15.0% per annum upon the occurrence of certain events of default. The June Initial Convertible Debenture will mature on August 30, 2024, unless earlier converted or redeemed. The June Option Convertible Debenture,Special Advisor to the extent issued, will mature 14 months after the date theUnited Nations on International Migration from January 2018 to June Option Convertible Debenture is issued. The June Initial Convertible Debenture was purchased at2018 and from April 2017 to March 2018, Ms. Romo Edelman served as a purchase price equal to 94.0% of aggregate principal amount, resulting in gross proceedsSpecial Advisor to the CompanyUnited Nations Children’s Fund (UNICEF). Ms. Romo Edelman has also held positions as Head of approximately $25.0 million.Marketing at The June Option Convertible Debenture,Global Fund to fight AIDS, TB and Malaria, and as the extent issued, will be purchasedhead of Public Relations at the World Economic Forum. Ms. Romo Edelman holds a purchase price equal to 94.0%Degree in Communication from the Universidad Intercontinental and a Masters of Political Communications from the London School of Economics.
Ms. Romo Edelman is part of the aggregate principal amountBoard of the June Option Convertible Debenture, resultingAmerican Latino Museum; the Hispanic Society of America; and KIND (Kids in gross proceeds toNeed of Defense). Ms. Romo is the CompanyEditor-at-large Thrive Latina, part of approximately $50.0 million assumingArianna Huffington’s Thrive Global platform. She is a frequent columnist and publishes articles for various media organizations including The Guardian, Ad Age, Ad Week, Al Dia and Forbes.
Ms. Romo Edelman is the June Option is exercisedrecipient of numerous awards, including in full.
The June Convertible Debentures are convertible at the option2019-2020: People Magazine’s 25 Most Influential Latinas, ALPFA’s 50 Most Powerful Latinas 2019 and 2020, Ellis Island Medal of Honor 2019, Citizen’s Union Gotham Greats 2020, Hispanic PR Association Bravo Awards- 2019 President’s Award, Multicultural Leadership Award Jesse Jackson’s Rainbow PUSH Coalition, Humanitarian Award (Joseph L.Unanue Latino Institute), Latina Women of the holder into a numberYear 2020 of shares of our Common Stock, equal to the applicable June Conversion Amount (as defined below) divided by the lower of (a)(i) in the case of the June Initial Convertible Debenture, $0.50 per share and (ii) in the case of the June Option Convertible Debenture, $0.5358 per share (each of (i) and (ii), the “June Fixed Conversion Price”) and (b) the Variable Conversion Price (the lower of the June Fixed Conversion Price and the Variable Conversion Price shall be referred to as the “June Purchase Price”); however in no event shall the June Purchase Price be less than $0.10 per share (the “June Floor Price”).
The June Convertible Debentures may be converted in whole or in part, at any time and from time to time, subject to the Yorkville Exchange Cap. The June Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the June Convertible Debentures as of such conversion (the “June Conversion Amount”). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 9.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.
Furthermore, in connection with the June SPA, the Company issued to Yorkville an initial warrant to purchase up to 49,637,448 shares of our Common Stock at an exercise price of $0.5358 (the “June Initial Warrant”). If Yorkville exercises the June Option, the Company will issue to Yorkville an additional warrant (the “June Option Warrant” and together with the June Initial Warrant, the “June Warrants”) for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $53,191,489) by 0.5358 (i.e., up to 99,274,896 shares of Common Stock). The June Initial Warrant is immediately exercisable and will expire on June 30, 2028. The June Option Warrant, to the extent issued, will be issued on the same terms as the June Initial Warrant except that the exercise price of the June Option Warrant will be $0.67 per share and will expire on the date that is the fifth year anniversary of the exercise. The June Warrants include customary adjustment provisions for stock splits, combinations and similar events. The June Warrants are also subject to the Yorkville Exchange Cap.
Any shares of our Common Stock issued to Yorkville pursuant to the June Convertible Debentures or the June Warrants are subject to the Yorkville Exchange Cap. As of August 11, 2023, the Company has not issued any shares of our Common Stock to Yorkville pursuant to the June Convertible Debentures or the June Warrants.
This descriptions of the June SPA, the June Convertible Debentures and the June Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of (i) the June SPA, filed as Exhibit 10.1 to our current report on Form 8-K filed on July 7, 2023, (ii) the June Convertible Debentures, filed as Exhibit 4.1 to our current report on Form 8-K filed on July 7, 2023, and (iii) the June Warrants, filed as Exhibit 4.2 to our current report on Form 8-K filed on July 7, 2023, each of which is incorporated by reference herein.
August 2023 Convertible Debentures and Warrants
On August 2, 2023, the Company entered into the August SPA with Yorkville, in connection with the issuance and sale by the Company of convertible debentures in an aggregate principal amount of $27,936,819 (the “August InitialSolo Mujeres Magazine.