Is an approximate $80M valuation of PixelMags indicated in executed share agreement contained within 8K?
Exchange Agreement
(d) Holdings Capitalization . As at the date of this Agreement, (a) VC2 (as assignee of Vert Capital Corp.) is the record and beneficial owner of 25,950,000 outstanding shares of the common stock, par value $0.0001 per share, of Holdings (“ Holdings Common Stock ”) representing eighty-six and one-half (86.5%) percent of the outstanding shares of the fully diluted Holdings Common Stock 1 , and ( ii ) the former owners of all of the common stock of Pixel prior to February 12, 2015 collectively own an aggregate of 3,000,000 shares of Holdings Series A non-redeemable convertible voting preferred stock, par value $0.0001 per share (the “ Holdings Preferred Stock ”) that, upon conversion shall represent ten (10%) percent of the shares of the fully diluted Holdings Common Stock, before giving effect to any Holdings Common Stock issuable upon exercise of the Holdings Warrants referred to in Footnote 1 below.
The above tells us that were 30M shares outstanding of PixelMags prior to execution of this agreement. Footnote 1 is below...
1 Before giving effect to (a) up to an additional aggregate of 1,254,487 shares of Holdings Common Stock issuable upon exercise of warrants issued by Holdings to former Pixel stockholders to purchase such shares for total cash consideration of $3,329,550 (individually, a “ Holdings Warrant and collectively, the “ Holdings Warrants ”), and (b) up to 6,000,000 shares of Holdings Common Stock owned by VC2 that may, under certain conditions, be transferred to two former Pixel executives under consulting agreements.
Strike price for these warrants were $3,329,550 divided by 1,254,487 equals $2.654. Possibly these warrants were included in the sale of "units" to venture capital investors (Such as buy 2 shares valued at $2.65 and we will incude 1 warrant at the $2.65 strike price as an extra incentive for buyers.) Don't know for sure the origination, the date they were issued or if they were in fact now converted to shares. But I would make the educated guess that these warrants issued in a private company setting had a strike price at the time equal to the same value of the commmon shares or maybe 10% higher at the most. Or they could have been issued at a much earlier date and the strike price of 2.65 was lower than the actual value of those PixelMag shares. In that case they were probably converted.
Using the strike price as the value of the pre-merger PixelMags shares, mutiplying 30M (Use 31,254,487 if you guess the warrants were indeed converted into shares) times $2.65 would give an estimated value of PixelMags pre-merger of $79.6M that were delivered into the SPCL shell. IMHO
