OSL Holdings finds investors to buy $3.13 million 10% convertibles

Notes to be issued at discount to par in 14 tranches

By Angela McDaniels

Tacoma, Wash., May 18 – OSL Holdings Inc. arranged to sell up to $3.13 million of 10% one-year convertible notes in two private placement financing transactions.

In the first financing, an investor agreed to purchase up to $256,250 principal amount of convertibles. The two notes have an aggregate original issue discount of $6,250, meaning the company will receive $250,000 of proceeds if both notes are issued.

In the first tranche, the company issued one note to the investor with a principal amount of $150,000. Subject to some conditions, the $100,000 second note will settle on May 22.

In the second financing, a second investor will purchase up to $2.87 million principal amount of convertibles. The 12 notes will have an aggregate original issue discount of $70,000, meaning the company will receive $2.8 million of proceeds if all 12 notes are issued.

The first note will have a principal amount of $75,000 and will settle June 1. The remaining 11 notes are expected to close between June 8 and Feb. 15, 2016.

Both financings priced May 15.

Each note is convertible into shares of the company’s common stock any time after four months from the date of issuance at a conversion price that is equal to 60% of the average of the three lowest traded prices of the company’s common stock during the prior 15 trading days.

Each investor has a right of first refusal to participate in any subsequent financing conducted by the company in an amount equal to 100% of the total amount to be raised in such subsequent financing.

Yardley, Penn.-based OSL Holdings is a development and technology company specializing in affluent, liberal and libertarian markets with high disposable income. It currently operates Go Green Hydroponics, a hydroponics and indoor gardening and cultivation retail enterprise.

Issuer:	OSL Holdings, Inc.
Issue:	Convertible promissory notes
Amount:	$3,126,250
Price:	$3.05 million
Tenor:	One year
Coupon:	10%
Conversion price:	60% of the average of the three lowest traded prices during the prior 15 trading days
Warrants:	No
Pricing date:	May 15
Settlement dates:	May 15 for $150,000, May 22 for $100,000, June 1 for $75,000, June 8 for $75,000, June 15 for $75,000, June 22 for $75,000, July 15 for $300,000, Aug. 15 for $300,000, Sept. 15 for $300,000, Oct. 15 for $300,000, Nov. 15 for $300,000, Dec. 15, 2015 for $300,000, Jan. 15, 2016 for $350,000 and Feb. 15, 2016 for $350,000
Stock symbol:	OTCBB: OSLH
Stock price:	$0.01 at close May 18
Market capitalization:	$6.46 million

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