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Re: Toxic Avenger post# 31076

Saturday, 08/19/2017 12:21:51 PM

Saturday, August 19, 2017 12:21:51 PM

Post# of 52915

The SK loan carried 92 million shares via warrants convertible at 3 to 6 cents.

I'd say there will be a lot of dilution coming.



From the 8-K filed yesterday...

PNTV 8-K

Section 4.3 CAPITALIZATION . As of the date hereof, the authorized capital stock of the Company consists of (a) 1,200,000,000 shares of Common Stock, par value of $0.001 per share, of which approximately 551,673,658 shares of Common Stock are issued and outstanding and (b) 2,000,000 shares of Series A convertible preferred stock, par value of $0.001 per share, of which 2,000,000 shares of Series A preferred stock are issued and outstanding and 12,000,000 shares of Series C convertible preferred stock, par value of $0.001 per share, of which 12,000,000 shares of Series C preferred stock are issued and outstanding. Except as set forth on Schedule 4.3 , the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.



In other words, any commitments PNTV had to issue stock, other than what's contained in this 8-K (an offer of up to 37,500,000 shares) and employee stock options, were consummated before the last financial report (i.e. the 10-Q thru 3/31/17).

The 8-K allows PNTV to issue up to the allowed number of shares at its discretion (by sending what's called a Put Notice) from time to time as needed to the investor (Kodiak Capital Group, LLC) on the terms described in the agreement. The Investor then must pay for the issued shares at a cost that's based on a formula that's determined by the market price at the time of the notice, but can't be less than $.18/share or more than $.50/share. The loan is essentially a line of credit based on stock, but the stock isn't issued until and unless PNTV draws the funds.

Les

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