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NOPE. If you read the filing, the shares will not be "registered" in the normal sense, but rather be "created" by Order of the Court as is permitted by the Securities Act. READ!!!!!
Proof? Pivot due to loss of the Series A falsehood?
Link?
Name me the last time NSI raised $100 million.
I always see $40 million and no shrimp sold. One S-3 to raise double the amount spent over 18 years of R&D and the sky is falling. Cry me a river.
Tech was patented December 2018. Better late than never I guess.
Since March 6, 2021.... why now?
Class B (5000 shares, 3695 redeemed) = 1305 + dividends Class B Shares remain. They convert at $1625.00 value. Therefore their remaining value to NSI, if drawn on ($5,000,000 - $2,500,000 (2,500 Series B PS) - $250,000 - $250,000 = >$2,000,000.00. The number of shares of common stock due to be converted at the current PPS, in exchange for the aforementioned approx. $2.0 million = approx. 3.4 million shares.
Class D everyone generally agrees are worth approx. 66 million shares, if and when converted (post effective date of April 1, 2021).
Class A is definitely affected by the Shover Settlement. IMO, the 82 million shares in NSI stock, to be given to NSH shareholders, will result in cancellation of this class.
Therefore, IMO the total number of shares to be issued by the remaining classes of preferred stock will not exceed 151.4 million shares; and, at a current O/S of approx. 541 million shares, the total O/S should not exceed 700 million shares.
700 million shares, with no debentures, no warrants, no preferred shares and the ability to sell shares to raise 100 million. Looks like a nice capital restructuring to me. Just what is needed to seriously be considered for up list. Also, no R/S! Looks like we are moving forward on the strength of the company and its current PPS. GLTAL.
Deflection by typo?
I am 100% confident the present O/S is in excess of 1.116 BILKION shares
How? Class A Preferred analysis is outdated in light of the Shover Settlement.
Exactly.
Then what are you referring to when you say "shorting" SHMP?
If known for a fact, then please tell me what brokerage I have to use to place a Put Option on an OTC stock. Please and thank you.
I would suggest looking into the Intellectual Property. You should also check out the owner of https://sunshrimp.com/ getting very scared on the yahoo message boards. Just like being able to see the potential in an old, shabby home, not everyone has the ability to see what can be, they only look at what is.
Know what I don't see? A schedule for an R/S.... bhahaha
The S3 makes clear there will not be one for quite sometime, if at all.
Still digesting the S3, but my initial take is: no more GHS. Retail shareholders are now "GHS". NSI will be selling shares directly to the public, whether common, preferred, convertible debentures, etc. to raise the $100 million. If the PPS holds or goes up, then the number of common shares required to be sold to generate that income is around 150 million shares. With the other known equity financing agreements, NSI will most likely sell the majority of its A/S. At 900 million shares and a $1.00 PPS, NSI is a 900 million market cap company. I can get on board with this. Now, time is NSI's friend and over it, they will generate revenues. What company sells stock? The kind where people will buy. People are buying SHMP.
The Settlement Agreement also states that "within thirty (30) days" of acceptance of the Settlement Agreement by the Court, NSI will take all steps necessary to effectuate the terms of the Settlement Agreement. Therefore, Series A cancellation may occur as it will be a step necessary to effectuate the terms of the Settlement Agreement. Again, I have an email to counsel for all parties requesting clarification.
I already have an email out to Lucosky and counsel for both NSI and Shover requesting clarification. Stay tuned.
Logic dictates what can and can't be presumed. The reasonable inference drawn from the Settlement Agreement is that Shover (who folks have said is making a claim for Series A Preferred Shares) will be getting common stock in an amount equal to what is on Exhibit A of the Settlement Agreement. If his NSH shares (converted to Series A Preferred) result in equal shares in NSI, then one can presume that those with an interest in Series A Preferred Shares won't both get common stock AND keep their Series A interest. Therefore, the presumption is that Series A will be canceled with disbursement of the shares in accordance with the Settlement Agreement. Any other "presumption" is just an assumption. I don't listen to assumptions.
"And by the way... The O/S is actually about (today) 558,241,181 or about 1.116482362 BILKION shares outstanding (fully diluted) based on the daily dilution"
This is a falsehood.
Maybe it's just a typo. The sky is falling!
way to move the goal posts
"OVER 1.115202 BILKION SHARES OUTSTANDING (fully diluted)"
Is expressly contradicted by the Shover Settlement Agreement (a court filing). To say it anymore is a blatant falsehood.
That won't explain to me why NSI's legal counsel (one in TX and one in NJ) state two different values for issued and outstanding shares.
Shover Settlement March 3, 2021:
"Defendant hereby represents, warrants and covenants as follows: (a) there are currently 313,254,149 shares of Common Stock of Defendant issued and outstanding"
March 5, 2021 S3:
"Our authorized capital stock consists of 900,000,000 shares of common stock, par value of $0.0001 per share, and 200,000,000 shares of preferred stock, par value of $0.0001 per share. As of March 1, 2021, there were 554,457,181 shares of our common stock issued and outstanding held by approximately 85 holders of record."
Which one is it?
Per the Shover Settlement:
NSH was purchased by NSI in exchange for 75,520,240 shares of NSI common stock. Those 75,520,240 shares of NSI common stock were held in trust by NSH on behalf of the NSH shareholders for reasons explained in the pleadings. Prior to disbursing the NSI shares from NSH to each individual shareholder, NSH exchanged 75,000,000 of the shares it held in trust into 5,000,000 shares of the Series A Preferred Stock.
A common bash on here is that the Series A Preferred Stock is worth the same number of current shares outstanding. This is how the claim is made that there's actually over 1 billion shares of NSI common stock.
The Shover Settlement Agreement now expressly contradicts this position. The Shover Settlement Agreement states that each holder of NSH shares will have a 1:1 conversion to NSI (yes, dilution), but according to Exhibit A to the Settlement Agreement, the number of NSH shares to be converted to NSI common stock = 82,673,430.
What the Shover Settlement Agreement should effectively do is convert the 5,000,000 Series A Preferred shares back into the 82,673,430 shares of NSI common stock. Therefore, we now know exactly what the Series A Preferred shares are worth and it's NOT double the current shares outstanding.
Who is this Randy character? Is Randy an NSH shareholder? Is Randy also an admin on the private facebook page?
Absolutely unnecessary to do anything in excess of 10:1. Anything less than 60 million O/S and there's nothing for institutions to hold long term and retail to trade....
Hahaha. wrong on two stock boards.
Disagree it cannot reach $2.00 without a R/S. The whole premise of my argument is that NSI's $2.00 brick wall PPS is possible, but not a good thing for a publicly traded company.
Also, I'm extremely bullish on NSI long term. Just very much anxious to know what kind of haircut will get us to the next level.
Then the question is... what institutional investor will buy common stock in a 1.2 billion market cap company ($2.00 PPS w/o an R/S) that has not made a single penny selling shrimp AND has a preferred class entitled to voting rights at 60:1 common. No big money will invest.
Apparently no one has read the Pleadings in the Shover case.
I have; the disconnect is not on this end.
https://clsbluesky.law.columbia.edu/2020/01/21/the-three-fiduciaries-of-delaware-corporate-law-and-eisenbergs-error/
Happy reading.
"The SHMP insiders will be doing the same shortly, IMO. And SHMP "investors" will be left with...
A patent that has nothing to do with ANTI-oxidative technology.
A shrimp farm in the middle of Texas.
Some expensive trucks and a soon-to-be self-storage facility in Iowa."
There goes that unsubstantiated implication of fraud, deceit, and illegality again.
If it's an out of court agreement, yes. If the Court is asked to approve the agreement, then no. Moreover, if the agreement in any way will have a material affect on the PPS, then it must be disclosed to shareholders in an 8K or 10Q (whichever is sooner).
I was just on ECF, everything is public right now. Go check out the pleadings.
Northern District of Texas, Docket #: 3:20-cv-02131-K
AASZF has 86% less shares outstanding. Adjusting for SHMP's O/S, the price would be $3.30.
Yup.
The common shareholders are NOT already diluted since the A/S is 900,000,000. If conversion occurred TODAY, based on your argument, then O/S would far exceed A/S. Once again, the logical outcropping of such arguments, are no more than allegations of illegality, fraud, etc., without evidence.
If the only explanation for WHY Easterling would convert his preferred shares to common = to make money for himself (self-dealing), then you're right, the logical outcropping of such statements "are mighty strong words to throw at the CEO". Perhaps those saying such things should stop...
Generally, management owes a PRIMARY duty to common shareholders; to maximize their value. If Management does something that harms common shareholder value, then it must have a valid business judgment factual defense to justify its harmful actions. For instance, making the case that its important to invest in R&D rather than pay a dividend, etc.
Here, if someone argues that Easterling will convert his preferred shares to common, thereby diluting common shareholder value, ONLY for his own monetary benefit (not defensible by BJR), then he is liable to common shareholders for a breach of his duty. This is basic securities law. Moreover, an insider may "self-deal" (i.e. make money off corporate shares, but so long as it is not considered insider trading). Without a valid Rule 10b5-1 plan in place, most insider trades are presumptive insider trading.
For the sake of argument, if a conversion is not considered a "sale", then it's possible that a Rule 10b5-1 may not be required. Nevertheless, as a manager, Easterling must act in the best interest of the corporation, even when converting or selling his own shares in the corporation. I would argue that a 14C, if it (as it should) addresses Preferred shares, then shareholders will be given notice of how management intends to handle those shares.
Just another scare tactic issue.