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Sylios Corp

US:UNGS
No current share price held for this company.

Past year: ▼ 93%(0.01c – 0.80c USD)

Market cap
—
Shares on issue
—
Story beats
11 since 2009
Last event
17 Jan 2020

History

A small oil and gas company that bought Kentucky and Tennessee wells in 2009-2010 later went quiet, then returned as Sylios Corp funded by convertible notes.

2009-2010: Building an oil and gas business

Adventure Energy set out in 2009 to grow through acquisitions, and it leaned on debt and share sales to do it. In September 2009 it bought SLMI Options, LLC for a $1 million secured promissory note plus 1.5 million shares. It also issued preferred stock that could convert into up to 10 million more common shares and give the sellers three board seats if the company defaulted. In October it lined up an equity line of credit with Tangiers Investors for up to $3 million, selling shares at 90% of the lowest recent price and paying Tangiers $150,000 of stock just to sign.

In November 2009 it made its first purchase of producing assets: 15 active wells, 30 previously drilled wells and about 2,000 leased acres in Kentucky from KYTX Oil & Gas, for $120,000 plus a 3% royalty. In March 2010 it agreed to buy Wilon Resources in an all-stock-and-warrant swap. That took it to about 17,000 acres and 115 gas wells, though all of Wilon's wells had been shut in since 2005, plus 30 oil wells. The combined company was renamed US Natural Gas Corp. In October 2010 it borrowed $40,000 from Asher Enterprises on a convertible note, convertible at 58% of the average of the three lowest recent trading prices, which favours the lender more as the stock falls.

2011-2018: Going quiet

The company was later known as Sylios Corp, though the record does not explain when or why it was renamed. On 16 April 2012 it suspended its duty to file periodic reports with the SEC. The record is then quiet until 2019. Share counts for these years are not explained by any beat, so they are not narrated here.

2019-2021: Return and small deals

Sylios came back to SEC reporting in 2019, and the record shows it financing itself with convertible notes rather than running oil and gas operations. In July 2019 it took two notes totalling $33,000 from Armada Investment Fund at 8% with five-year warrants, with over 5 million shares reserved for conversion. Three weeks later it took $46,200 more from Armada, BHP Capital NY and Fourth Man. In October 2019 BHP Capital and Fourth Man lent another $27,500, with warrant strike prices cut to $0.024 from $0.08 three months earlier and 16 million shares reserved for conversion.

On 30 October 2019 Sylios paid 16 million restricted shares for $160,000 of surplus goods from Wanshan Engineering Services: 30,000 soap-filled scrubbers and 1,000 wireless earbuds, far outside its stated business. In January 2020 it agreed to help Deep Green Waste & Recycling prepare its S-1 for $7,500, of which $5,000 was received. Separately, it bought a $35,000 Deep Green convertible note with a warrant for 262,500 shares.

Shares on issue stood at 391,243,635 at the end of 2021, up from 49,209,761 at the end of 2019. The beats do not explain this rise. A 10-K was filed on 17 March 2021. The SEC then revoked the company's registration on 19 October 2021 for delinquent filings, which the company did not announce. As of that date, the record shows no oil and gas operating activity since the 2010 acquisitions.

Written from the 11 story beats below (2009 to 17 Jan 2020), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202049.2m shares · US$138k market cap

  1. 17 Jan

    Sylios agreed to help Deep Green prepare its S-1 for $7,500, of which $5,000 was received. Separately, it bought a $35,000 Deep Green convertible note ($5,000 OID, 8%, due January 2021) with a warrant for 262,500 shares.

    material agreement

    49.2m shUS$138k

201929.5m shares · US$295k market cap

  1. 30 Oct

    In an unusual pair of deals for an oil-and-gas registrant, Sylios bought 30,000 "Squeeze" soap-filled scrubbers and 1,000 wireless earbuds as surplus inventory from Wanshan Engineering Services, paying entirely in stock -- 16 million restricted shares for $160,000 of consumer goods, far outside the company's stated business.

    asset acquisition disposition

    29.5m shUS$295k
  2. 18 Oct

    BHP Capital and Fourth Man extended another $27,500 in convertible notes to Sylios, this time with warrant strike prices cut to $0.024 (from $0.08 three months earlier) and 16 million shares reserved for conversion -- terms consistent with a falling stock price.

    capital raising announcement

    29.5m shUS$295k
  3. 31 July

    Three weeks later Sylios took on $46,200 more in identical convertible notes, this time from three lenders at once (Armada, BHP Capital NY and Fourth Man) -- the toxic-note roster was widening, not narrowing.

    capital raising announcement

    11.6m shUS$405k
  4. 9 July

    Years after suspending its reporting duty in 2012 and returning to the SEC in 2019 (by now renamed Sylios Corp), the company resumed the same toxic-financing pattern: two convertible notes totaling $33,000 to Armada Investment Fund at 8% with five-year warrants, and over 5 million shares already reserved for conversion.

    capital raising announcement

    11.6m shUS$232k

2012366m shares · US$183k market cap

  1. 16 Apr

    Sylios Corp suspended its duty to file periodic reports with the SEC.

    listing compliance notice

    366m shUS$183k

2010

  1. 21 Oct

    The company borrowed $40,000 from Asher Enterprises on a nine-month, 8% convertible note. It converts at 58% of the average of the three lowest trading prices in the prior ten trading days, so more shares are issued as the stock falls.

    capital raising announcement

  2. 4 Mar

    Adventure Energy's board agreed terms to buy Wilon Resources by share exchange, giving each Wilon holder one share plus a five-year $0.25 warrant. That would bring the combined acreage to about 17,000 acres with 115 gas wells and 30 oil wells, though all of Wilon's wells had been shut in since 2005. The renaming to US Natural Gas Corp was to follow a March 19, 2010 shareholder vote.

    material agreement

2009

  1. 12 Nov

    Adventure Energy bought real producing oil and gas assets for the first time in this record: 15 active and 30 previously drilled wells plus about 2,000 leased acres from KYTX Oil & Gas in Kentucky, for $120,000 (mostly paid upfront) plus a 3% royalty to the seller.

    asset acquisition disposition

  2. 9 Oct

    The company lined up an equity line of credit with Tangiers Investors for up to $3 million, selling shares at a discount to market (90% of the lowest recent price) and paying Tangiers $150,000 of stock just to sign -- a dilutive, market-price-linked financing structure.

    capital raising announcement

  3. 11 Sept

    Adventure Energy acquired SLMI Options, LLC from SLMI Holdings for a $1 million secured promissory note plus 1.5 million shares, and issued preferred stock that could convert into up to 10 million more common shares and hand the sellers three board seats if the company defaults -- a heavily leveraged deal that puts real dilution and control risk on the table.

    material agreement