From the filing....keeping in mind, this is just if the 25M would be executed....now place the 100M on top of that or simply multiply or divide by 4 depending on what you are attempting to calculate
DILUTION
If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the amount per share paid by purchasers and the pro forma net tangible book value per share of our common stock after this offering.
Our historical net tangible book value as of September 30, 2014 was approximately $ 4,029,468, or $0.0065 per share of common stock. THIS CLEARLY INDICATES WHY YOU ARE CURRENTLY PRICED AROUND THIS PRICE POINT. Historical net tangible book value per share is calculated by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of common stock outstanding.
After giving effect to the assumed sale of 335,570,470 shares of our common stock by us in this offering in the aggregate amount of $25,000,000 at an assumed offering price of $0.0745 per share, which was the last reported sale price of our common stock on the OTCQB on December 16, 2014, and after deducting estimated offering commissions and expenses payable by us, we would have had a pro forma net tangible book value as of September 30, 2014 of approximately $28,129,468, or $0.029 per share of common stock. This represents an immediate increase in the pro forma net tangible book value of $0.023 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $0.045 per share to new investors purchasing common stock in this offering.
Dilution per share to new investors is determined by subtracting pro forma net tangible book value per share after this offering from the public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:
Assumed public offering price per share $ 0.0745
Net tangible book value per share as of September 30, 2014 $ 0.0065
Increase in net tangible book value per share attributable to this offering 0.023
Pro forma net tangible book per share after this offering $ 0.029
Dilution per share to new investors purchasing shares in this offering $ 0.045
Each $0.01 increase (decrease) in the assumed public offering price of $0.0745 per share (the last reported sale price of our common stock on the OTCQB on December 16, 2014), assuming all of our common stock in the aggregate amount of $25,000,000 is sold at that price, would increase (decrease) our pro forma net tangible book value per share after this offering by approximately $0.0013 per share, and the dilution per share to new investors by approximately $0.009 per share, after deducting the estimated sales commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based upon the actual public offering price and the actual number of shares that we sell in this offering.
The number of shares of our common stock to be outstanding immediately after this offering as shown above is based on 618,241,061 shares outstanding as of September 30, 2014 and excludes as of that date:
· 18,796,296 shares of common stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $0.141 per share; and
· an aggregate of 22,900,000 shares of common stock reserved for future issuance under our equity incentive plans.
To the extent that warrants outstanding as of September 30, 2014 have been or may be exercised or other shares issued, investors purchasing our common stock in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to investors purchasing our common stock in this offering.
