Companies choose to go PUBLIC through a REVERSE MERGER vs IPO because its cheaper and easier. VERT CAPITAL is behind the reverse merger and is essentially an investment bank... they have a $6M NOTE due 3/31/2019 which can be paid in CASHor(if converted to common stock) - SOLD on that date. After 90 days from the date of ISSUANCE 5/15/16, VERT has the option to convert the shares to COMMON shares, but DOES NOT HAVE THE RIGHT TO SELL THOSE COMMON SHARES till the MATURITY DATE of 3/31/2019. As of today there has been NO CONVERSION and certainly NONE EXPECTED before 2019 but that just my opinion.
What is NOT my opinion is the TERMS of the NOTE... A NOTE is an agreement to REPAY a LOAN. The loan was for all intensive purposes $6M... The NOTE must be repaid with EQUITY... EQUITY can take the form of CASH or STOCK (which is then sold to make CASH). VERT has the right to get their money back in CASH if SPCL (by then PIXEL) chooses so (and SPCL (PIXEL) has the right to pay early if they choose to) This is why VERT has NOT converted the shares when they are now ABLE TO.... (obviously they would rather the CASH than the STOCK as thats the goal to turn stock to cash anyway)...
With the NOTE out of the way lets look at this further... There is also an RS happening here.
Typically a company does an RS for a very specific goal... The RS here is to UPLIST. Not looking for an OTC uplist, but a MAJOR EXCHANGE UPLIST like NASDAQ/AMEX... Thats an RS Id like to be a part of as most are equity DISASTERS.... The RS here is not some crazy 10,000:1 split, its 100:1 which is much easier on the eyes...
There is a reason they chose 1:100 and not 1:10,000 and thats the company EXPECTATION of VALUE that PIXEL brings (more on that later).. NASDAQ has a $4 minimum BID to qualify... A 1:100 RS would need a share price of .04 to get to $4. We should expect to see a share price at or above .04 before the RS.... NASDAQ also wants to see a minimum of $50M in REVS and as I will discuss later, this is not an unachievable number for PIXELMAGS and the only people who know what that number REALLY is are the people who DRAFTED the 8K so we can all call it an ASSUMPTION but an evidence - based ASSUMPTION.
Now lets get to the NUTS and BOLTS of just WHO IS PIXELMAGS? Offices located in LA at 10951 W. PICO BLVD., SUITE 110 Phone number is (310) 359-8713 Located right next door to VERT offices...
PIXELMAGS was formed in 2009 by a couple of young entrepreneurs who filled a need in what was a dying industry... They DIGITIZED MAGAZINES and gave the magazine owners all the power and REVS for a distibution and maintenance fee. So there is no chance the magazine companies are going to just do this themselves...
Some show REVS as high as $55M but more so in the $37M - $48M range...
OH... and for those who don't care much for REVS... THIS COMPANY IS PROFITABLE... DON'T TAKE MY WORD FOR IT. They are paying STATE INCOME TAX which you do when you have PROFITS. Check out their tax bill in DELAWARE ALONE!
The combination SPCL/PIXEL is in a very important period right now just before the relese of AUDITED FINS which will prove all I have written here today.
Those who can deduce what they may look like BEFORE they are released will make the $$ they deserve.
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