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10-K - FORM 10-K - ENTEST BIOMEDICAL, INC.entb0129form10k.htm
EX-32.1 - EXHIBIT 32.1 - ENTEST BIOMEDICAL, INC.entb0129form10kex321.htm
EX-31.2 - EXHIBIT 31.2 - ENTEST BIOMEDICAL, INC.entb0129form10kex312.htm
EX-32.2 - EXHIBIT 32.2 - ENTEST BIOMEDICAL, INC.entb0129form10kex322.htm
EX-31.1 - EXHIBIT 31.1 - ENTEST BIOMEDICAL, INC.entb0129form10kex311.htm
EX-10.37 - EXHIBIT 10.37 - ENTEST BIOMEDICAL, INC.entb0129form10kex1037.htm
EXCEL - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.Financial_Report.xls
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EX-10.39 - EXHIBIT 10.39 - ENTEST BIOMEDICAL, INC.entb0129form10kex1039.htm
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v2.4.0.6
GOING CONCERN
12 Months Ended
Aug. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 4.  GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $3,664,302 during the period from August 22, 2008 (inception) through August 31, 2012. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Management plans to raise additional funds primarily by offering securities for cash. Management has raised $197,500 net of legal expenses in the twelve months ended August 31, 2012 through the issuance of convertible notes. The Company has also raised $261,475 from other borrowings during the twelve month ended August 31, 2012.

 

On June 1, 2012 the Company entered into an Equity Purchase Agreement (the "June Purchase Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").

 

Under the terms of the June Purchase Agreement, Southridge will purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (the "Shares"). During the term of the Purchase Agreement, the Company may at any time deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 91% of the average of the two lowest Closing Prices during the Valuation Period as such capitalized terms are defined in the Agreement.

 

The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock.

 

Any sale of Shares pursuant to the June Agreement is subject to a Registration Statement filed under the Securities Act of 1933 remaining effective for the sale by Southridge of those Shares.

 

June Agreement shall terminate (i) on the date on which Southridge shall have purchased Shares pursuant to this Agreement for an aggregate Purchase Price of $10,000,000, or (ii) on the date occurring 24 months from the date on which the June Agreement was executed and delivered by the Company and Southridge.

 

The Company has also agreed to pay the following to Capital Path Securities LLC for acting as the Company’s exclusive advisor and placement agent in connection with the June Purchase Agreement a  cash placement fee of 5% of funds received by the Company through the sale of Shares to Southridge as such funds are received by the Company.

 

On June 12, 2012 a registration statement on form S-1 was filed with the United States Securities and Exchange Commission registering 46,238,705 shares of the Company’s   common stock that will be put to Southridge pursuant to the June Agreement which was declared effective by the United States Securities and Exchange Commission on August 27, 2012.

 

There is no guarantee that the Company will be able to raise additional capital through offerings.