BOCA RATON, FL, Jan. 29, 2018 (GLOBE NEWSWIRE) -- Recall Studios, Inc. (OTCQB: BTOP), an entertainment technology company, at the request of and as part of OTCQB Standards, is issuing the following information regarding promotional activity surrounding the Company's common shares.
On January 19, 2018, the Company first became aware of promotional materials written by private firms on behalf of entities disclosed in the articles. It appears these firms, with which the Company has no contact, gleaned certain information from Recall’s recent provisional patent and trademark applications in relation to three products soon to be released by the Company.
Though the Company has no editorial control, the information contained in these promotions is nevertheless accurate and the Company does not view the material as misleading. However, we are aware that is not always the case and the Company continues to monitor articles and promotional materials written about Recall. While the Company’s shares have been trading with increased volume and price, the Company has no way of knowing if this is the result of promotional activity or recent activities, such as provisional patent and trademark applications, licensing agreements or sales of underperforming assets.
After inquiry, the Company confirms that neither its officers, directors nor its controlling shareholders (i.e., shareholders owning 10% or more of the Company's securities) have, directly or indirectly, authorized or been involved in any way with the creation or distribution of promotional materials.
After inquiry, the Company confirms that none of the Company's officers, directors and, to the knowledge of the Company, any controlling shareholders, sold or purchased shares of common shares of the Company within the last 90 days.
The Company has not engaged any third party providers to provide investor relations services, public relations services, marketing, or other related services including the promotion of the Company or its securities, during the past year, choosing instead to devote Company resources to development.
To fund the development of its technology and protection of its intellectual property, the Company engaged in several financing facilities which may be converted at market discounts if not repaid. These financing vehicles are described below.
On August 29, 2017, the Company entered into the following agreements with Crown Bridge Partners, LLC with the following relevant terms: (i) warrants to purchase 40, 250 shares at an exercise price of $.50; and, (ii) a securities purchase agreement in the aggregate principal amount of $105,000 in connection with the issuance of a ten percent interest promissory note convertible into shares of common stock of the Company at a discount of forty five percent off market price with a maturity date of June 10, 2018.
On September 5, 2017, the Company entered into the following agreement with LG Capital Funding, LLC with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $105,000 in connection with the issuance of a six percent interest promissory note convertible into shares of common stock of the Company at a discount of forty two percent off market price with a maturity date of September 5, 2018.
On September 18, 2017, the Company entered into the following agreements with EMA Financial, LLC with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $100,000 in connection with the issuance of a ten percent interest promissory note convertible into shares of common stock of the Company at a discount of fifty percent off market price with a maturity date of September 18, 2018.
On September 22, 2017, the Company entered into the following agreements with Essex Global Investment Corp. with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $110,000 in connection with the issuance of a ten percent interest promissory note convertible into shares of common stock of the Company at a discount of forty two percent off market price with a maturity date of September 22, 2018.
On September 25, 2017, the Company entered into the following agreements with Labrys Fund, LP with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $42,000 in connection with the issuance of a twelve percent interest promissory note convertible into shares of common stock of the Company at a discount of thirty seven percent off market price with a maturity date of March 25, 2018.
On October 3, 2017, the Company entered into the following agreements with Power Up Lending Group, LTD. with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $50,000 in connection with the issuance of an eight percent interest promissory note convertible into shares of common stock of the Company at a discount of forty two percent off market price with a maturity date of July 15, 2018.
On November 2, 2017, the Company entered into the following agreements with Auctus Fund, LLC with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $52,750 in connection with the issuance of a twelve percent interest promissory note convertible into shares of common stock of the Company at a discount of fifty percent off market price with a maturity date of August 2, 2018.
On January 25, 2018, the Company entered into the following agreements with Adar Bays, LLC with the following relevant terms: (i) a securities purchase agreement in the aggregate principal amount of $176,500 in connection with the issuance of six percent interest promissory notes convertible into shares of common stock of the Company at a discount of forty two percent off market price with a maturity date of January 25, 2019.
The Company expects to pay off these promissory notes prior to their respective maturity dates.
About Recall Studios, Inc.: We are an entertainment technology company that is redefining media consumption. We are focused on creating disruptive software, proprietary technology and immersive content. Our most recent SEC filings and financial information can be found on the Securities and Exchange Commission's website at www.sec.gov
Cautionary Statement: Except for historical matters contained herein, statements made in this press release are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "to", "plan", "expect", "believe", "anticipate", "intend", "could", "would", "estimate", or "continue", or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward looking statements relate to, amongst other things, current expectation of the business environment in which the company operates, potential future performance, projections of future performance and the perceived opportunities in the market. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The Company is subject to the risks and uncertainties described in its filings with the SEC, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and Current Reports of Form 8-K.