CHICAGO, IL--(Marketwired - Oct 4, 2017) - Epazz, Inc. (
The company will soon release a demo video of the ZenaPay bitcoin cannabis payment mobile app. The company is finishing up registration with Apple's App Store in order to release the app. Later, the company will finish development of the Android version of ZenaPay.
Epazz CEO Shaun Passley, PhD, noted, "We are pleased to announce our Unit Offering to the public." Shaun continued, "This up-to-$1 million offering should allow Epazz to continue to grow the free cash flow, earnings per share, and market share."
The terms of the offering are expected to be as follows. Please note that these are only an indication of terms, and final terms will be outlined in the final definitive legal documents. This transaction is only open to accredited investors and institutional investors. Expected terms of the unit offering:
Epazz Unit Offering of Revenue Sharing Preferred Shares Series D up to $1 million under Reg CF
Epazz, Inc. (the "Issuer").
Revenue Sharing Preferred Stock Series D ("Preferred Stock") via Reg CF of the Jobs Act ($0.25 per Preferred Share). Minimum investment of $1,000 or 4,000 Preferred Shares, plus Transfer Agent cost of $35 per certificate.
Up to US $1 million (4,000,000 Preferred Shares Series D).
Institutional, Accredited, and Non-accredited Investors ("Holders").
Use of Proceeds:
The Company intends to use the net proceeds for marketing, sales, software development, and general working capital purposes and other necessary expenditures as determined at the discretion of management.
Commencing with the first full calendar month following the closing, within thirty (30) calendar days following the end of each calendar month, the Company will begin making cash payment (collectively, the "Monthly Revenue Share Amount") to the holders of preferred shares.
Revenue Share Percentage:
The Monthly Revenue Share Amount will be in an amount equal to up to 7% of Company Gross Revenues for such calendar month. Each Revenue Sharing Investor's pro rata share of the Monthly Revenue Share Amount shall be determined by dividing such Holder's investment amount by the investment amounts of all Holders as of the first day of the calendar month applicable to such Monthly Revenue Share Amount.
Maximum Revenue Share Amount:
The Monthly Revenue Share Amount will continue to be paid until each Holder has received aggregate payments in an amount equal to 1.25 times such Holder's investment amount (each such Holder's "Maximum Revenue Share Amount").
For any applicable calendar month, Company Gross Revenues will be an amount equal to all gross revenues from the sale of products or services by the Company or any parent, subsidiary, or affiliate of the Company during such calendar month as determined under US generally accepted accounting principles, consistently applied.
In the event the Holder has not received the Maximum Revenue Share Amount prior to December 31, 2020 (the "Maturity Date"), the Company shall convert the Preferred Shares into Common A shares, on or before the Maturity Date, an amount equal to the Maximum Revenue Share Amount less the sum of all previous payments made by the Company to the Holder at the Market Price of the Common A shares.
Manner of Payment:
All such payments to the Holder shall be deposited into a bank account of the Holder's choosing at the time of investment, or any successor account thereto which may be established by the Holder, or provided via check to the Holder. The Holder will have an option not to receive cash payment in favor of future conversions into Common A shares.
The Company shall be assessed a late payment charge at an annual rate equal to three percent (3%) of any Monthly Revenue Share Amount not paid within ten (10) business days of becoming due. This late payment charge is cumulative and assessed once per month from the due date until the date of payment thereof and shall accrue and be added to any balance of unpaid amounts subject to late payment.
Preferred Shares may be Force Converted into Common A shares (with 5 business days' notice from the Issuer) an amount equal to the Maximum Revenue Share Amount less the sum of all previous payments made by the Company to the Holder at the Market Price of the Common A if and only if the Issuer's Common A stock is quoted on a national stock exchange such as Nasdaq or New York Stock Exchange.
The terms and conditions set forth herein are subject to change, and this letter does not constitute an offer and are indicative and subject to change based on market conditions. Neither this term sheet nor any discussion or negotiation of the proposed transaction constitutes an agreement or obligation on the part of any person to purchase or sell securities of Issuer or enter into any agreement to purchase securities of Issuer.
About ZenaPay (www.zenapay.com)
ZenaPay is being developed to solve a major problem in the "420 industry": getting paid. For cannabis-related businesses, the largest issue they face is how to be paid for their products. Traditional banking systems will not allow 420 industries access to their payment systems. ZenaPay will offer a cutting-edge payment solution that offers consumers a way to buy cannabis online or in stores using bitcoin. The new cannabis payment software will allow consumers to use the digital currency to make online or in-store purchases with ease. Additionally, the process will be anonymous because all transaction details are encrypted through bitcoin. This will allow stores to accept digital currency instead of only cash.
About Epazz, Inc. (www.epazz.com)
Epazz, Inc. is a leading cloud-based software company that specializes in providing customized cloud applications to the corporate world, higher-education institutions, and the public sector. Epazz BoxesOS™ v3.0 is the complete web-based business software package for small- to mid-sized businesses, Fortune 500 enterprises, government agencies, and higher-education institutions. BoxesOS provides many web-based applications that organizations must otherwise buy separately. Epazz's other products are AgentPower™, a workforce management software, and AutoHire™, an applicant-tracking system.
"Safe harbor" statements are protected under the Private Securities Litigation Reform Act of 1995: Certain statements contained in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of such terms as "may," "expect," "intend," "estimate," "anticipate," "believe," "continue," or the negatives thereof or similar terminology. Such forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from future results or from results implied by such forward-looking statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and that actual results may differ materially from those contemplated by such forward-looking statements. Epazz, Inc. assumes no obligation, does not intend to update these forward-looking statements, and takes no obligation to update or correct information prepared by third parties that is not paid for by Epazz, Inc. Investors are encouraged to review Epazz's public filings on SEC.gov, including its unaudited and audited financial statements, Registration Statement, and Form 10-Ks and Form 10-Qs, which contain general business information about the Company's operations as well as results of operations and risks associated with the Company and its operations.