Because Vanis shares are class a and b and protected from dilution.
Do you know what they are? Do you know how many class b shares he and the directors have / get?
Did Vanis buy class c ? Sure. I would too. But his methodology of financing the company is not from selling vfizz. It's on the backs of class c shares which is most definitely being diluted.
250 million in authorized shares. We are >1/4 the way there in using them up. He specifically said he didn't want to increase the AS again but he sure is racing to get to use a lot of them.
Last summer they were touting the rollout. 10-20 stores a week. That was touted for a month. Then an emergency production run... Then ... Crickets and a RS.
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Anti-Dilution
The Series B Shares are entitled to weighted average anti-dilution protection under certain circumstances specified in the Certificate of Designations.
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This company should have been well on its way of production and creating a lot more revenue with the rollout.
But where is it ? Where is the game changer in the new year?
Why would he dilute his own stock? Because he's not vested in the dilutive shares.
Oh. In case u didn't realize there are As as well.
None of this dilution affects him with the exception of ... What was it 10k of shares into his daughters trust?
Preferred Stock
The preferred stock may be divided into and issued in series. The Board of Directors of the Company is authorized to divide the authorized shares of preferred stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
On January 11, 2011, the Company authorized 25,000,000 shares of unclassified preferred stock.
Class A Convertible Preferred Stock
On January 11, 2011, the Company designated 15,000,000 shares of its preferred stock as Class A Convertible Preferred Stock (“Class A Stock”). Each share of Class A Stock is convertible into 10 shares of common stock, has 100 votes, has no dividend rights except as may be declared by the Board of Directors, and has a liquidation preference of $1.00 per share.
Class B Convertible Preferred Stock
Dividends
The Series B Shares accrue dividends at the rate per annum equal to 8% of the Stated Value which initially is ten dollars per share payable in cash; provided that after an initial public offering of the Company’s common stock the dividends may be paid at the option of the Company in cash or additional shares of common stock.
Conversion
Each Series B Share (together with any accrued but unpaid dividends thereon) is convertible into shares of Common Stock at the option of the holder at any time at a conversion price per share equal to the sum of the Stated Value a divided by the Conversion Price, subject to adjustment as described below. The initial Conversion Price shall be equal to $0.02. The Series B Shares automatically convert to common stock immediately prior to the closing of a firmly underwritten public offering for gross offering proceeds of at least $10,000,000 or upon the consent of two-thirds of the holders of Series B Shares.
