Crowdfunding portal for cannabis and digital startups, CrowdGather, Inc. (OTCQB:CRWG), announced on Tuesday corporate restructuring including the recent sale of CrowdGather’s gaming subsidiary, Plaor, Inc, as well as an agreement with its creditor, Iconic Holdings.
CrowdGather reports that it will begin a negotiated conversion at a fixed price of $0.01 per share in order to allow it to have the opportunity to complete an equity financing at the same price over the coming period. As part of any proposed financing, the company’s CEO may also convert up to $240,000 of money he lent the company last April at similar terms as long as the total of any such financing not exceed $1 million in aggregate.
The company also revealed the total consideration offered for the purchase of Plaor by Native Games America, LLC was $3,500,000 in aggregate including cash, debt and liability assumption as well as deferred payments. The terms of the sale included an upfront cash payment of $200,000, the assumption of approximately $1,800,000 of CrowdGather debt, assumption of approximately $500,000 of Plaor liabilities, and deferred payments totaling nearly $1,000,000 beginning twelve months following the closing of the sale. Immediately prior to closing, CrowdGather held approximately $2,600,000 net intangible asset value and $1,800,000 of goodwill related to the purchase of Plaor. As a result we expect to record a loss of approximately $900,000 related to this transaction.
CrowdGather chairman and CEO, Sanjay Sabnani, stated:
“Since the inception of CrowdGather, we have built up and been forced to divest two businesses that we built to record levels of revenue. First our social media assets in the forum space, then with this sale of Plaor, we have sold our gaming business. Along the way, however, we have acquired a significant expertise on both the digital asset acquisition and sale side, but also in user acquisition for sites, apps, and games. Now with our remaining forum assets including WeedTracker.com, we intend to apply all of our experience — transactional and digital — towards creating a dynamic operating company in the cannabis sector. We are anticipating significant operating losses from our remaining business in the near term, but cost cutting measures over the past few years has significantly reduced out net cash expenses. Our goal will be to push as hard as we can to achieve break even by the end of the year if we can cost effectively acquire capital.”
Sabnani added:
“The problem we faced in our focus on the forum sector was market risk. We did not have the resources to determine macro and microeconomic trends that might impact the growth of our various vertical communities. While our automotive sites may have received increased traffic during a particular time period, other sites aimed at other verticals might have had downtrends. This made forecasting and investing very difficult. Now, by focusing on the cannabis sector as a concentrated vertical, we believe we can apply our skills without being dampened by short term market volatility. This is a long term play which will require for us to complete a successful equity financing round, but we believe that the opportunity is massive and achievable for CrowdGather.”
The company then noted that, with the sale of Plaor, it has initially reduced its debt by approximately $2,300,000 or 43% of total liabilities. The company’s indebtedness will be further reduced through additional payments of just under $1 million which CrowdGather will receive in payments beginning after one year.
In the event Iconic Holdings elects to convert the entire note into the company’s common stock, the company stands to further reduce its liabilities by approximately $350,000, including notes payable, interest, and the derivative liability related to the variable conversion feature of the note.