Annual report pursuant to Section 13 and 15(d)

Common Stock

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Common Stock
12 Months Ended
Dec. 31, 2014
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. As well, our Articles of Incorporation and Wyoming law allow the Company to issue an unlimited number of shares of equity stock, both common and preferred. During 2014 and in 2013 after the date of the share Agreement discussed above, 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.

 

During the twelve months ended December 31, 2014, the Company entered into subscription agreements with accredited investors for the issuance of an aggregate of 3,740,757 shares of common stock at prices ranging from $0.35 to $0.50 per share, for an aggregate purchase price of $1,887,401, less commissions paid of $79,183. One investor also received warrants to purchase 100,000 shares of common stock exercisable at $0.80 per share. The warrants vested immediately and have a term of three years.

 

During the twelve months ended December 31, 2014, four investors converted their notes payable of $200,000 in aggregate plus accrued interest of approximately $7,500 into shares of common stock at the conversion price of $0.25 per share, resulting in the Company issuing 829,689 shares of common stock.

 

During the twelve months ended December 31, 2014, holders of the Company’s warrants exercised warrants, on a cashless exercise basis pursuant to an agreement with the Company, and the Company issued approximately 136,000 shares of common stock in a non-cash transaction.

 

On July 3, 2013, the Company entered into a subscription agreement with an accredited investor for the issuance of 5,000,000 shares of common stock at $0.05 per share, with an aggregate purchase price of $250,000.

 

From July 4, 2013 through December 31, 2013, the Company entered in subscription agreements with approximately thirty-three accredited investors for the issuance of an aggregate of 10,436,000 shares of common stock at prices ranging from $0.25 to $.40 per share together with warrants to purchase 6,266,000 shares of common stock exercisable at $0.50 per share, for an aggregate purchase price of $2,984,000 (net of offering costs of approximately $109,000). The warrants vested immediately and have a term of three years.