Premier Biomedical Inc (BIEI)

[Bushmantrader]

Also from the S1. The 336 million is way overstated.

If Redwood funds each of the tranche investments totaling $1,600,000, after taking into consideration interest accruing on the notes and the OID, the total amount repaid by the Company in cash or stock could exceed $1,947,000 (assuming no events of default occur). If this entire balance is satisfied by conversion of the notes to common stock, we would have to issue the selling shareholders a total of 162,213,021 shares of common stock in satisfaction of our obligations under the Financing Agreements; provided, however, that the notes each contain a limitation which provides that the Company shall not effect any conversion of principal and/or interest under any Note, and a holder of a Note shall not have the right to convert any principal and/or interest of such Note, to the extent that after giving effect to the conversion, the holder (together with the holder's affiliates, and any persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of the 4.99% of the Company's issued and outstanding shares of common stock. We are seeking to register 336,000,000 shares, which is equal to approximately 200% of the amount we estimate we would be obligated to issue on the full amount of the notes. By registering 336,000,000 shares, we are taking into consideration potential adjustments to the applicable conversion price, and while we do not anticipate we will be required to issue that number of shares, our estimates could be incorrect depending on the performance of our stock.