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Not for a moment did I expect your interpretation to be any different. Of course the O/S will increase. I don't believe that there is anybody here that thinks it won't.
Good question! But before anyone gets bent out of shape over the proposal to increase the authorized share count from 500 million to 2.5 billion, consider the company's position at the end of 2016. The following is from the 10-K filed on April 17,2017.
Read the following sentence slowly and carefully again:
"such notice will be effective 61 calendar days after the date of such notice"
If the meaning was intended to be as you describe, it would have been written as follows:
"such notice will be effective "for a period of" 61 calendar days after the date of such notice"
It baffles the mind that somebody's cat is able to comprehend the meaning of the sentence, and yet you continue to struggle with it.
There is a well known expression that says you just can't fix stupid. If you have any concerns or want clarification on anything feel free to contact the company yourself.
Pure hogwash!!! If that were the case the notice to waive the maximum percentage provision, giving DGF a higher number of eligible votes as of the Stockholders of record date, August 4, would have needed to be submitted at least 61 days before that date...in other words on or before June 4, 2020.
Has it occurred to you why, as per the proxy materials DGF only has 24,825,167 eligible votes and not double that number? Obviously it hasn't sunk in. This too has already been explained to you on more than one occasion.
Filing Form 15 was brilliant! As it turns out it was a stroke of genius and achieved its intended purpose, not to mention that they were also able to extract some additional funds. Stay tuned for more hardball negotiations! Look for OWC taking care of DGF with a steel toed boot.
"what is the latest excuse for missing the July 31st deadline for filing the 10-K"...how many times have we heard this refrain from you? To figure out the answer to this seemingly difficult question for you, all you have to do is employ a bit of reading comprehension combined with a little bit of logic and common sense.
Now look carefully at the following court order and focus your attention to the two dates highlighted in red:
RLMFAO! What does such notice will be effective 61 calendar days after the date of such notice mean to you? To most it means it doesn't become effective until after 61 days. All it requires is a basic understanding of the English language.
I would say almost everyone here has come across that provision to increase the maximum percentage upon giving 61 days notice. Everyone also knows except you perhaps that DGF has never given such notice. Furthermore why don't you explain how that can be a crushing blow for the R/S vote if the maximum number of voting shares clearly states they are subject to the 4.99% of the O/S. Especially so when the vote is only 13 days away. I answered this before but the post has mysteriously disappeared..let me re-post it for your benefit.
I just read the Certificate of Designations for the Series B shares. They do not have the same 4.99% limitation to their voting rights as the Series A shares. So the 43.675 Mil stated in the proxy statement is correct.
I don't believe that the Series B shares have the same 4.99% limitation on the voting rights, but I will look into it.
It's also safe to assume that a huge majority of those shareholders own fewer than 10,000 shares and quite likely they will not be voting or if they do they are so pissed off that they will be voting against any proposal put forth. Either way it will not be the affirmative vote that is required for a proposal to be implemented.
Outsmarting oneself is never a good idea!
Turner stated that OWCP had to have a shareholder vote to increase the A/S.
Thank goodness then for third parties that care about the Company and point out mistakes.
Houston, we have a communication problem!
Yes of course the amended proxy came from Ziv, he's the CEO. Did I not already mention to you that not mentioning the AS in the PR was an oversight? It was obviously a mistake. Shit happens!
Unless that "third party" information leads to constructive amendments for the benefit of all shareholders. There would not have been the latest corrected proxy statement without the aforementioned "third party".
How many times have we been told to just refer to the 8-Ks and other filings for the correct information?
That is just pure unadulterated bullshit. Ziv Turner did not misinform anybody. We are the ones that pointed out the inconsistencies which were corrected in the official SEC filing.
It is just a PR, but obviously that was an oversight which is very unfortunate because the vast majority of shareholders don't read the official SEC filings.
The malpractice lawsuit has been discontinued:
the above entitled action, including all claims and counterclaims. is discontinued and dismissed with prejudice, without costs to either party as against the other.
Answer to 1) is None. Answer to 2) is N/A
Read my entire post! It's unusually short so it's hard to believe how you could misinterpret it.
Thank you for agreeing with Ziv Turner that he wants DGF, John Kirkland and David Sims out of the picture. For once we are all on the same page.
Is there any proof that Sims and Kirkland are no longer involved with DGF - is it in the Court documents.
Please post something that makes a bit more sense.
1. They haven't converted $2 million. What do you mean? They convert preferred shares valued at $10,000 each to common shares.
2. There just hasn't been $3 trillion in the Preferred shares converted..Makes ZERO sense!
No idea wtf you're talking about! Where did I say that Sims and Kirkland are no longer involved with DGF?
There are many posters here that have communicated with Ziv Turner. Ask any of them if they were able to extract any information that was not readily available to everyone.
The purpose of communication is the sharing of ideas. Ziv Turner's view is actually quite refreshing in that he sees shareholders as partners. He genuinely appreciates constructive criticism and suggestions.
I disagree with almost everything that you wrote, but the one that takes the cake is:
A CEO should never speak to a investor privately about the company - this is a securities violation.
One zero too many in your first example. 4.99% of 500,000,000 OS equals 25 million that would have to be issued. Your next example would still be subject to the same 4.99% regardless as to how low or how high the share price happens to be at the time of the conversion.
Try sending an email yourself and then share it with the rest of us, that way you can prove your point.
Thank you for agreeing with Ziv Turner that he wants DGF, John Kirkland and David Sims out of the picture. For once we are all on the same page.
They have not been converted. I already posted this in a reply to you, but I guess when someone is put on ignore there is always the possibility that some valuable information is missed.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=157164785
I agree with your assessment that the A/S increase gives shareholders the best chance of recovery.
It should be pointed out that just because the A/S will increase to 2.5 Billion, it should not be viewed as a negative. It will give the Company the flexibility to raise more capital. Of course none of this will matter if by the time DGF is ready to convert the share price remains where it is now. It will be imperative for the Company to act quickly and put forth a business plan that makes sense and that talks about generating revenue. It is the only way to mitigate the potential conversion damage.
Exactly the same thing could be said if the R/S was implemented. It would make zero difference as far as DGF is concerned. Unless an investor was already lined up, DGF could continue to convert at will and demand as many common shares as they would legally be permitted to convert. Keeping in mind that with a 1:20 R/S ratio the ground zero magic number would be $0.266
I would just like to add that as a shareholder I have no interest in attracting another investor at the current valuation, which in my view is ridiculously low. We get the sense that Ziv agrees the current valuation is a joke. Well then, Good! Let's talk about how the company plans to make money, and the rest will fall into place!
That's a good question. We can ask IG, our in-house security lawyer for his expert opinion. Perhaps he will be kind enough to point us to the exact section of the company's Articles of Incorporation that gives the BOD the unilateral right to increase the AS without shareholder approval. My understanding is that if it's not in the Articles of Incorporation, then the Company would have to file an amendment to the AI...and I don't think that's just by a stroke of the pen.
Meanwhile, below is an excerpt from the last 10-K that was filed. I added the bold and colour for emphasis.
https://content.edgar-online.com/ExternalLink/EDGAR/0001493152-19-004459.html?hash=2e81342d0906cd224a4f6e4e4c234f6d443d742d20b1789c1877f3ad33e75779&dest=EX3-1_HTM#EX3-1_HTM
11. Authorized Shares.
(a) Reservation . So long as any Preferred Shares remain outstanding, the Corporation shall at all times reserve at least 500% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Preferred Shares then outstanding (without regard to any limitations on conversions) and the exercise of all of the Warrants then outstanding (without regard to any limitations on exercises) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of the Preferred Shares then held by the Holders.
(b) Insufficient Authorized Shares . If, notwithstanding Section 11(a) and not in limitation thereof, while any of the Preferred Shares remain outstanding the Corporation does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares and exercise of the Warrants at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall immediately take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount sufficient to allow the Corporation to reserve the Required Reserve Amount for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Corporation shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Corporation shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. In lieu of a meeting of stockholders, the Corporation may effect such action by written consent in accordance with Section 14(c) of the 1934 Act.Except as provided in the first sentence of Section 11(a), in the event that the Corporation is prohibited from issuing shares of Common Stock to a Holder upon any conversion due to the failure by the Corporation to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to such Holder, the Corporation shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date such Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Corporation and ending on the date of such issuance and payment under this Section 11(b); and (ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection therewith. Nothing contained in this Section 11 . shall limit any obligations of the Corporation under any provision of the Securities Purchase Agreement.
Thanks for the link. I did not completely read it through the first time that I came across it. Just a correction: "provided the consideration to acquire the shares in exchange for interest in another company"...should read "in consideration for the prior issuance to Mr. Turner of ownership in another company". It is generally well known that they have other mutual business interests.
When we spoke to Ziv, he mentioned that Jeffrey Low still had the Series B shares, and that they had yet to be converted. The reason is that by the time he acquired them in March, there were no longer enough shares to issue, even if he did want to convert them.
Another point that should be clarified. When the Series B shares were first issued to Ziv Turner in December 2019, if converted to common shares they would have represented over 14% of the OS, that's because the OS was just over 300 Million. Currently they represent under 9% of the OS.
Reading further down it states:
the Reporting Persons ownership of Preferred B Stock carries voting rights equivalent to 43, 675,000 shares of Common Stock. In addition, the Reporting Person is the current owner of 500,000 shares of Common Stock of the Issuer which had been owned previously and which was not involved in the transactions described above.
I know it works for me as well, but where is it located on the board?
Any explanation why the PR link is not showing up on our board? Perhaps it's there but I can't find it. Thx!
https://www.einpresswire.com/article/522307959/owc-pharmaceutical-research-corp-announces-special-meeting-of-stockholders
It says right on the form that Sunbeam beneficially owns 500,000 shares. It also states that they own 43,675 Series B convertible shares, but they have yet to be converted.
I guess you missed the part "But the good news is that it doesn't have to stay this way." Meaning that DGF will not be able to "gobble up" shares at will if the SP rises to a level that it should be at.
Just to add to what MjMilo has already said, Ziv made it very clear to us that he does not want to be working for DGF. He wants them out of the picture sooner rather than later. Understandably, any new investor coming in will want the same thing.
Ziv understands that with regards to the certificate of designations, preferences and rights of the Series A convertible preferred stock they have in the agreement with DGF the company is required to set aside as he put it about 2.5 billion shares.
So long as any Preferred Shares remain outstanding, the Corporation shall at all times reserve at least 500% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Preferred Shares then outstanding
I had thought the same thing, but apparently they were not converted for the same reasons that DGF was not able to convert.
I have no idea what it is that you are referring to when you say:
He knows it's not large enough to cover DGF.