Maximum ($535,000) of Convertible Promissory Notes
Minimum ($10,000) of Convertible Promissory Notes
1st tier $500 investors choose a beige or black "James FC Hyde Orignal Sorgho Whiskey" ball cap
2nd tier $1,000 investors get both a beige and a black ball cap
3rd tier $2,500 investors get an autographed copy of Whiskey Cocktails book
4th tier $5,000 investors get a personalized autographed copy of Whiskey Cocktails
*All perks occur after the offering is completed.
|Company||Epec Holdings, Inc. (f/k/a Epec Biofuels, Inc.)|
1776 Pine Island Road, Suite 316 Plantation, Florida 33322
|Description of Business||Pioneering a Gluten Free, 100% American-grown sorghum whiskey|
|Type of Security Offered||Convertible Promissory Note|
|Minimum Investment Amount (per investor) ||$100|
CONVERTIBLE PROMISSORY NOTES TERMS
The Note converts to CF Shadow Series Stock when one of the following first occurs (Collectively defined as Convertible Events):
the company raises $1,000,000 in a Qualified Financing; or
There is a Change in Control or Sale of the Company as defined below; or
Upon maturity date of the CONVERTIBLE PROMISSORY NOTE,
“CF Shadow Series Stock” means a series of capital stock of the Company that is identical in all respects to the shares of capital stock issued in the relevant Qualified Financing (or, in case there is no Qualified Financing, the common stock of the Company); provided, however, that:
- the shareholders of such series shall have no voting rights and shall not be entitled to vote on any matter that is submitted to a vote or for the consent of the shareholders of the Company;
- on any matter to which the shareholders of such series are entitled to vote by law, such holders shall be required to vote in line with the majority of the holders of common stock and preferred stock of the Company; and
- the shareholders of such series shall not be entitled to have information or inspection rights, except with respect to such rights deemed not waivable by laws
Maturity Date: Nov 30, 2019
3% Annual Interest Rate*
*Annual Interest Rate and Conversion Price subject to adjustment 10% bonus for StartEngine shareholders. See 10% Bonus below
If you invest DURING the First 30 Days:
Your maximum Conversion Price (subject to downward adjustment upon a Qualified Financing – if any)
$5,750,000 / 121,921,336 shares
If you invest AFTER the first 30 Days:
Your maximum Conversion Price (subject to downward adjustment upon a Qualified Financing – if any) is
$7,187,500 / 121,921,336 shares
Convertible Note Terms
This convertible note offers you the right to receive shares in EPEC Holdings, Inc. upon the occurrence of A Convertible Event (defined above). The number and type of shares you will receive in the future will be determined by the amount you invested and when; and what the Convertible Event is.
If it’s a Qualified Financing, you will receive an identical instrument (but in CF Shadow Series Form). If the QF occurs at a lower price than your maximum Conversion Price your price will adjust downward before Conversion to the QF price.
If it’s a Change in Control, you will be paid in kind (cash if the consideration is cash, and stock if it’s stock), but after conversion to CF Shadow Series Common Stock. If the Change in Control occurs at a lower price than your maximum Conversion Price your price will adjust downward before Conversion to the Change in Control price.
If the Conversion event is the Maturity Date, you maximum Conversion Price will be the price used in Conversion.
If you invest during the first 30 days, your maximum Conversion Price per share is set based on a $5,750,000 / 121,921,336 or if less, then you will receive the Conversion Price the new investors are purchasing equity.
If you invest after the first 30 days, your maximum Conversion Price per share is set based on a $7,187,500 / 121,921,336 or if less, then you will receive the Conversion Price the new investors are purchasing equity.
You also receive 3% accrued interest per year added to your investment. When any Conversion Event occurs, then your notes convert into CF Shadow Series Stock using the following formula:
Your Investment amount plus accrued interest / your Conversion Price.
The 10% Bonus for StartEngine Shareholders
Epec Holdings, Inc. will offer a 10% bonus on the annual interest rate for all investments that are committed by StartEngine Crowdfunding Inc. shareholders (with ≥ $1,000 invested in the StartEngine Reg A+ campaign) within 24 hours of this offering going live.
StartEngine shareholders who have invested $1,000+ in the StartEngine Reg A+ campaign will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering if they invest within a 24-hour window of their campaign launch date. For example, if invest in the first 24 hours, your annual interest rate will be 3% instead of 3.3%.
This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.
The Company might incur irregular use of proceeds that may include but are not limited to the following over $10,000: vendor payments and salary made to insiders, a friend or relative; any expense labeled "Administrative Expenses" that is not strictly for administrative purposes; any expense labeled "Travel and Entertainment"; the acquisition of JAD; repayment of debt; and any expense that is for the purposes of inter-company debt or back payments.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.