PHOENIX FOOTWEAR GROUP, INC. DISCLOSURE STATEMENT PURSUANT TO
THE PINK BASIC DISCLOSURE GUIDELINES
PHOENIX FOOTWEAR GROUP, INC.
a Delaware corporation
2236 Rutherford Road, Suite 113
Carlsbad, California 92008
_______________________________
Telephone: (760) 602-9688
www.phoenixfootwear.com
www.softwalkshoes.com
www.trotters.com
www.buenofootwear.com
www.savashoes.com
3140
(SIC Code)
Quarterly Report
For the Period Ended, October 2, 2021
(the "Reporting Period")
As of October 2, 2021, the number of shares outstanding of our Common Stock was: 13,163,362.
As of January 2, 2021, (end of previous reporting period), the number of shares outstanding of our Common Stock was: 12,925,028.
As of November 11, 2021, the number of shares outstanding of our Common Stock was: 13,163,362.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: | No: |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: | No: |
Indicate by check mark whether a change in control of the company has occurred over this reporting period:
Yes: | No: |
Item 1) Name and address(es) of the issuer and its predecessors (if any)
The exact name of the issuer is Phoenix Footwear Group, Inc. (hereinafter referred to as the "Company").
The issuer was incorporated in the State of Delaware in 2002
There have been no trading suspension orders issued by the SEC concerning the issuer since inception
The issuer does not currently anticipate any stock split, stock dividend, recapitalization, merger, acquisition, spin-off or reorganization and none have occurred in the past 12 months.
The address of the issuer's principal executive offices. 2236 Rutherford Road, Suite 113
Carlsbad, California 92008
Telephone: | (760) 602-9688 |
Fax: | (760) 602-9619 |
Websites:
www.phoenixfootwear.com
www.softwalkshoes.com
www.trotters.com
www.buenofootwear.com
www.savashoes.com
The address of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: | No: |
Item 2) Security Information
Trading Symbol: PXFG
Exact title and class of securities outstanding: Phoenix Footwear Group, Inc. common stock
CUSIP: 71903M209
Par or stated value: $0.01 per share
Total shares authorized: 50,000,000 common shares, as of November 11, 2021
Total shares outstanding: 13,163,362 as of October 2, 2021
Total shares outstanding: 13,163,362 common shares as of November 11, 2021
Number of Shares in Public Float: 8,182,847
Total number of shareholders of record: 148 Transfer Agent
Computershare Investor Services P.O. Box 43078
Providence, RI 02940-3078 (877) 282-1168
Is the Transfer Agent registered under the Exchange Act? | Yes: | No: |
Describe any trading suspension orders issued by the SEC in the past 12 months. None.
3) Issuance History
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:
Number of Shares | Opening Balance: | |||||||||
outstanding on | ||||||||||
January 2, 2021 | Common: 12,628,362 | |||||||||
Preferred: N/A | ||||||||||
Were the | ||||||||||
Transaction | Value of | shares | Individual/ Entity | Reason for share | ||||||
type (e.g. new | issued at a | issuance (e.g. for | ||||||||
shares | Shares were issued | Restricted or | ||||||||
issuance, | Number of | discount to | cash or debt | Exemption or | ||||||
Date of | Class of | issued | to (entities must | Unrestricted | ||||||
cancellation, | Shares Issued | market | conversion) OR | Registration | ||||||
Transaction | Securities | ($/per | have individual with | as of this | ||||||
shares | (or cancelled) | price at the | Nature of | Type? | ||||||
share) at | voting / investment | filing? | ||||||||
returned to | time of | Services Provided | ||||||||
Issuance | control disclosed). | |||||||||
treasury) | issuance? | (if applicable) | ||||||||
(Yes/No) | ||||||||||
January 2, 2019 | New issuance | 25,000 | Common | $0.10 | No | Kevin Flannagan | Director | Restricted | Rule 701 | |
Compensation - | under the | |||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award | ||||||||||
February 7, 2019 | New issuance | 33,333 | Common | $0.18 | No | John M. Dillen | Executive | Restricted | Rule 701 | |
Compensation - | under the | |||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award | ||||||||||
April 1, 2019 | New issuance | 20,000 | Common | $0.18 | No | Steven M. | Director | Restricted | Rule 701 | |
DePerrior | Compensation - | under the | ||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award | ||||||||||
April 1, 2019 | New issuance | 20,000 | Common | $0.18 | No | Stephanie E. | Director | Restricted | Rule 701 | |
Pianka | Compensation - | under the | ||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award | ||||||||||
April 1, 2019 | New issuance | 20,000 | Common | $0.18 | No | Frederick Port | Director | Restricted | Rule 701 | |
Compensation - | under the | |||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award | ||||||||||
April 1, 2019 | New issuance | 20,000 | Common | $0.18 | No | Steven | Director | Restricted | Rule 701 | |
Tannenbaum | Compensation - | under the | ||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award | ||||||||||
June 18, 2019 | New issuance | 20,000 | Common | $0.18 | No | Steven | Director | Restricted | Rule 701 | |
Tannenbaum | Compensation - | under the | ||||||||
Shares issued | Securities | |||||||||
pursuant to | Act of 1933 | |||||||||
restricted stock | ||||||||||
award |
January 2, 2020 | New issuance | 25,000 | Common | $0.15 | No | Kevin Flannagan | Director | Restricted | Rule 701 |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
February 7, 2020 | New issuance | 33,333 | Common | $0.16 | No | John M. Dillen | Executive | Restricted | Rule 701 |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Steven M. | Director | Restricted | Rule 701 |
DePerrior | Compensation - | under the | |||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Stephanie E. | Director | Restricted | Rule 701 |
Pianka | Compensation - | under the | |||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Frederick Port | Director | Restricted | Rule 701 |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2020 | New issuance | 20,000 | Common | $0.11 | No | Steven | Director | Restricted | Rule 701 |
Tannenbaum | Compensation - | under the | |||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
January 2, 2021 | New issuance | 25,000 | Common | $0.05 | No | Kevin Flannagan | Director | Restricted | Rule 701 |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
February 7, 2021 | New issuance | 33,334 | Common | $0.12 | No | John M. Dillen | Executive | Restricted | Rule 701 |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Steven M. | Director | Restricted | Rule 701 |
DePerrior | Compensation - | under the | |||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Stephanie E. | Director | Restricted | Rule 701 |
Pianka | Compensation - | under the | |||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Frederick Port | Director | Restricted | Rule 701 |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
April 1, 2021 | New issuance | 20,000 | Common | $0.20 | No | Steven | Director | Restricted | Rule 701 |
Tannenbaum | Compensation - | under the | |||||||
Shares issued | Securities |
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
May 28, 2021 | New Issuance | 100,000 | Common | $0.15 | No | Bruce Kaplan | Executive | Rule 701 | |
Compensation - | under the | ||||||||
Shares issued | Securities | ||||||||
pursuant to | Act of 1933 | ||||||||
restricted stock | |||||||||
award | |||||||||
Number of Shares | Ending Balance: | ||||||||
outstanding on | |||||||||
10/2/2021. | Common: 13,163,362 | ||||||||
Preferred: N/A |
B. Debt Securities, Including Promissory Notes and Convertible Notes
Check this box if there are no outstanding promissory, convertible notes or debt arrangements:
Principal | Interest | Reason for | |||||
Outstanding | Accrued | Conversion Terms (e.g. pricing | |||||
Date of Note | Amount at | Maturity | Issuance (e.g. | ||||
Balance as of | as of | mechanism for determining | Name of Noteholder | ||||
Issuance | Issuance | Date | Loan, Services, | ||||
10/2/2021 ($) | 10/2/2021 | conversion of instrument to shares) | |||||
($) | etc.) | ||||||
($) | |||||||
July 21, | $1,539,632 | $1,350,000 | $78,521 | July 31, | (1) | Greenwood Capital; | Loan |
2011/July | 2022 | Steven Tannenbaum, | |||||
30, 2012 | President and | ||||||
General Partner | |||||||
March 29, | $313,405 | $275,000 | $15,984 | July 31, | (2) | James R. Riedman | Loan |
2018 | 2022 | ||||||
March 29, | $227,931 | $200,000 | $11,624 | July 31, | (2) | Steven Tannenbaum | Loan |
2018 | 2022 | ||||||
March 29, | $56,983 | $50,000 | $2,906 | July 31, | (2) | Steven DePerrior | Loan |
2018 | 2022 | ||||||
March 29, | $28,491 | $25,000 | $1,453 | July 31, | (2) | Jose Lenard | Loan |
2018 | 2022 | ||||||
- As described in Note 2 and 4 of the Notes to the Consolidated Financial Statements, pursuant to the amendment dated December 1, 2020, the notes accrue interest at an interest rate of twelve percent (12%) per annum five percent (5.0%) of which shall be payable in cash ("Cash Interest") and seven percent (7.0%) of which shall be payable in kind ("PIK Interest"). The Company will pay the accrued Cash Interest in cash semi-annually in arrears on October 31 and April 30 of each year (each an "Interest Payment Date"), commencing April 30, 2021, or if any such day is not a Business Day, on the next succeeding Business Day, and the accrued PIK Interest shall be added to the Principal of this Note on each Interest Payment Date. All accrued but unpaid Interest under this Note shall be payable at maturity (or upon conversion). The Notes were initially convertible into 5,869,565 shares of the Company's common stock at a conversion price of $.23 per share. On June 30, 2020, the Company, Greenwood, and the 2018 Subordinated Note Holders agreed to waive the Event of Default and amend the Notes to extend the maturity date to July 31, 2022, and decrease the conversion price from $0.23 per share to $0.10 per share. As of October 2, 2021, the Notes were convertible into 15,396,310 shares of the Company's common stock at a conversion price of $0.10 per share.
The 2012 Note also provides for mandatory conversion into common stock in the event certain market conditions are met for the trading of the Company's stock, including a trading price of at least $1.00 per share on each trading day during any period of 90 consecutive days ending within 10 days prior to the date of determination, or in the event a change of control results from a sale of the Company in a merger, stock or asset sale for a cash price of at least $5.00 per share.
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
Phoenix Footwear Group Inc. published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 20:36:05 UTC.
