ReelTime Receives Approval for Substantial Debt Restructuring Initiative to Dramatically Reduce Potential Dilution and Debt in Preparation of Completing NASDAQ Listing Requirements from The Majority of Debt Holders
ReelTime VR/ReelTime Media (OTC:RLTR) announced a debt restructuring initiative aimed at reducing potential share dilution from convertible notes. The plan could cut potential dilution from nearly 3 billion shares to under 100 million. Approval from the majority of note holders has been secured, and the restructuring is expected to be completed in two weeks. Additionally, the company is working towards NASDAQ Capital Markets listing, having submitted an application and received a new ticker symbol (NASDAQ:RT). The restructuring will likely enhance shareholder value and meet NASDAQ listing requirements.
- Restructuring aims to reduce potential dilution from nearly 3 billion shares to less than 100 million.
- Majority approval from note holders for debt restructuring.
- Anticipated completion of restructuring in the next two weeks.
- Application submitted for NASDAQ listing with a new symbol (NASDAQ:RT).
- Potential to enhance shareholder value significantly.
- None.
Seattle, WA, March 10, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- ReelTime VR/ReelTime Media (OTC:RLTR): announced that it has begun an initiative to restructure its debt, resulting in a dramatic reduction of potential dilution from convertible notes.
Although currently all convertible notes contain a provision that at no time can the notes be converted that would result in any note holder owning greater than 4.99 percent of the issued and outstanding shares, if all notes were to be converted at face value the number of shares would exceed the authorized amount. The restructuring plan utilizes a combination of paying off certain notes in full and a dramatically re-negotiated conversion price of all notes with an anticipated effect of:
Potential Dilution is expected to be reduced from nearly 3 Billion shares to less than 100 million.
All notes will have strict guidelines restricting any conversions prior to RLTR becoming fully reporting and trading on the NASDAQ Capital Markets.
The restructuring is expected to be substantially completed in the next two weeks and is anticipated to be reflected in the upcoming financial reports. RLTR has received approval from note holders representing the majority of the debt to be restructured and/or has made plans to pay off the remaining notes.
Barry Henthorn, CEO, stated: “The restructuring of the debt has been in the works for some time. This is not only a dramatically positive move for the shareholders but will aid significantly in RLTR’s ability to meet the listing requirements set forth by NASDAQ. This is among the most significant and potentially impactful developments from a corporate structure standpoint to date. Personally, as one of the largest holders or control persons of the debt I completely support this initiative and fully expect it to increase shareholder value in both the short and long term.”
ReelTime has formally submitted an application as a Seasoned Company Seeking to Transfer Equity and/or Debt Securities from Another U.S. Exchange to be listed on the NASDAQ Capital Market Exchange. The application has been logged in the NASDAQ Listing Center, all applicable fees have been paid, and a listing analyst has been assigned to ReelTime to assist throughout the process. In addition, the request for a new symbol (NASDAQ:RT) to be reserved for ReelTime to trade under once the Company has met all quantitative and qualitative criteria, including certain corporate governance requirements has been approved. ReelTime will continue to submit additional information and documentation as it is required based on comments from its assigned Listing Analyst and others at NASDAQ who will be assisting ReelTime, assuring that they satisfy all the required qualifications for NASDAQ Capital Markets securities in Rule 4300 and or any other applicable regulatory requirements. ReelTime will also need to adhere to the corporate governance standards set by NASDAQ. In addition, ReelTime must comply with NASDAQ's requirements relating to audit committees, the director nomination process, the compensation of officers, board composition, executive sessions, quorum, and code of conduct among others.
ReelTime will continue to trade on the OTC Markets under the symbol (OTC:RLTR) throughout the process and up until the move to the NASDAQ Capital Market becomes effective at which time the ticker symbol will become (NASDAQ:RT).
The NASDAQ Capital Market provides companies the required capital in order to grow their business. The NASDAQ Capital Market also provides a listing venue that promises to accommodate the different stages of corporate lives of the companies. All companies that are listed on NASDAQ Capital Market need to satisfy all the required qualifications for NASDAQ securities in Rule 4300. The companies also need to adhere to the corporate governance standards set by NASDAQ.
Other recent news:
ReelTime’s Discount Ad Brokers (DAB) a 15 year old discount media company that ReelTime acquired effective 1-1-2021 booked approximately
ReelTime has engaged Pinnacle Accountancy Group of Utah ("Pinnacle" a dba of the PCAOB-registered audit firm Heaton & Company, PLLC) to perform an independent audit of the Company's financial statements. The audit will be performed according to the guidelines set forth by the NASDAQ Listing Requirements and the Public Company Accounting Oversight Board auditing standards. Pinnacle is one of the leading firms in and throughout the United States and abroad. Its partners and staff have provided audit services for SEC registrants since 2001 and are highly experienced dealing with the complex auditing and accounting challenges facing public companies.
ReelTime Media reached a technology/software license and development agreement with Baristas (OTC:BCCI) "Munchie Magic". The licensing agreement secures Munchie Magic global perpetual exclusive access to use the technology and methodologies developed by ReelTime that allow the virtual restaurants to integrate with its partners, onboarding, marketing, and administrative functions for use with the Munchie Magic Virtual Restaurant or other convenience store delivery concepts. The agreement also allows for Munchie Magic to develop in concert with ReelTime or independently, derivatives and/or stand-alone methodologies. In exchange for the global perpetual exclusive license from ReelTime for the Munchie Magic concept and convenience store derivative Virtual Restaurants, ReelTime will receive a per transaction license fee of $.35 in perpetuity in conjunction with the terms of the agreement beginning on Jan. 1st, 2021. Baristas "Munchie Magic" has opened more than 50 locations in the past nine months delivering Ben & Jerry's ice cream, snacks, and hot foods to customers via delivery partners DoorDash, GrubHub, and Uber Eats. www.baristas.tv www.munchiemagic.com in WA State and has now expanded into Oregon, California, Illinois, and Arizona as well.
ReelTime VR (OTC PINK:RLTR) confirmed that the patent application number 15/654,613, titled Simultaneous Spherical Panorama Image and Video Capturing System, has officially been issued as U.S. Patent Number 10,761,303 September 1, 2020. The term of the patent is 20 years and 247 days from the earliest filing date of the patent application, calculated to be March 23, 2038. Although the original technology allows any cell phone or other camera to instantaneously capture 360 X 360 Virtual Reality Video or pictures without any need for stitching, the patent provides protection from infringement from any capturing of a plurality of images utilizing at least one mirror. This spans a wide range of industries and uses.
About NASDAQ Capital Markets: Nasdaq is a global technology company serving the capital markets and other industries. Its diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. A diverse selection of over 4,000 companies choose to list on Nasdaq's U.S., Nordic and Baltic exchanges, representing industries such as retail, health care, finance, and technology. In the U.S., Nasdaq is the listing venue of choice for many of the world's most exciting companies. The Nasdaq Stock Market has three distinctive tiers: The Nasdaq Global Select Market® , The Nasdaq Global Market® and The Nasdaq Capital Market® . Applicants must satisfy certain financial, liquidity and corporate governance requirements to be approved for listing on any of these market tiers.
About ReelTime Rentals, Inc. d/b/a ReelTime Media: www.reeltime.com, is a publicly-traded company based in Seattle, WA (OTCPK:RLTR). ReelTime Media provides end to end production capabilities and discount media purchasing that is redefining how companies are evaluating and purchasing their TV, radio, print, and other new media. ReelTime is also is in the business of developing, producing, and distributing Virtual Reality Content and technologies. We have an end to end production, editing, and distribution capabilities for internal and external projects. ReelTime Currently produces three ongoing series for the Samsung Gear VR platform and distributes them over numerous VR delivery portals including Gear VR, Oculus, Veer VR, HTC Vive, YouTube 360, Facebook, and others. ReelTime Media also publishes the book "It Was Always Me! Edward Edwards the Most Prolific Serial Killer of All Time" which has been the subject of a cover story on People Magazine, Rolling Stone, In Touch, and a six-part series on Paramount network, www.itwasalwaysme.com.
Contact:
Barry Henthorn
ceo@reeltime.com
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