Quarterly report pursuant to Section 13 or 15(d)

Common Stock

v3.3.0.814
Common Stock
9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Common Stock

NOTE 14 - COMMON STOCK

 

Common and Preferred Stock

 

As described in Note 4, the Company entered into a Share Exchange Agreement with WindStream Technologies, Inc., a California corporation, pursuant to which the Company agreed to exchange the outstanding common and preferred stock of WindStream held by the WindStream shareholders for shares of common stock of the Company on a 1:25.808 basis.

 

At the Closing, there were approximately 955,000 shares of WindStream common stock and 581,961 shares of WindStream preferred stock outstanding.

 

Pursuant to the Share Exchange Agreement, the shares of WindStream common stock and preferred stock were exchanged for 39,665,899 (24,646,646 for the Windstream common shares and 15,019,253 for the Windstream preferred shares) new shares of the Company’s common stock, par value of $0.001 per share.

 

At the closing of the agreement, Windaus Global Energy, Inc. had approximately 24,000,000 shares of common stock issued outstanding and no preferred stock.

 

The Company’s Articles of Incorporation and Bylaws permit the Company to issue, without any further vote or action by the stockholders, shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting the series and the designation of the series the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional, and other special rights, if any, and any qualifications, limitations, or restrictions of the shares of the series. The Company’s Articles of Incorporation and Wyoming law allow the Company to issue an unlimited number of shares of equity stock, both common and preferred. During the nine months ended September 30, 2015 and 2014, after the date of the share Agreement, May 13, 2013, the Company has issued no preferred shares and has not sought the approval of the Board of Directors to issue any preferred shares.

 

See Notes 11 and 21 for a description of the conversion by certain lenders of their outstanding convertible debt into shares of the Company’s common stock in 2015.

 

As discussed in Note 18, the Company has an agreement with Carter Terry to provide various investment banking services. Under the terms of the agreement, Carter Terry was to receive warrants in connection with various fundings. On April 10, 2015, the Company and Carter Terry agreed to issue 300,000 shares of the Company’s stock to Carter Terry to eliminate the issuance of warrants to Carter Terry.

 

The Company had entered into an agreement with an individual for consulting services in connection with fund raising with potential investors. On April 22, 2015, the Company and the individual entered into an agreement whereby the Company would issue 125,000 shares of the Company’s common stock to the individual for payment of these services rendered.

 

On April 24, 2015, a convertible debt holder exercised their warrant exercisable into 199,396 at a price determined by a formula which resulted in the Company issuing 3,647,023 shares of the Company’s common stock to the convertible debt holder.

 

On June 17, 2015, the Company issued an aggregate of 11,344,886 shares of common stock to certain investors who participated in the Company’s private placements of securities on August 29, 2014, September 22, 2014 and October 3, 2014 in connection with a settlement agreement and general release with these investors.

 

As discussed in Note 11 on September 18, 2015, a convertible debt holder notified the Company of their intention to exercise their warrant for 31,719 exercise shares as defined in the warrant at a price determined by a formula defined in the warrant which resulted in the Company issuing 36,150,462 shares of the Company’s common stock to the Lender.