I'm now not even sure why you think a no action letter was required at all for that debt settlement? Most 3(a)(10) transactions occur without them.
Regarding fairness to shareholders, ALL 3(a)(10) transactions result in dilution by definition, so, what amount of dilution would have become "unfair"? In this case, more than 4.99% Phoenix ownership of MYDX at a time would have been unfair.
All 3(a)(10) transactions include, by definition, debts that are younger than 6 months. That is it's point. Debts older than 6 months don't need 3(a)(10) for anything. But, for the sake of accuracy, the debt in question was 9 weeks old, not 2 weeks old. You do not date debts based on any date but the date of debt origination. When Phoenix acquired it has no bearing on anything. Likewise, 1 week, 2 weeks, 9 weeks, 20 weeks, doesn't make a difference for 3(a)(10). In other words, there is no minimum age for debt under 3(a)(10).
Anyway, let's look at it from beginning to end:
Debt Settlement
It was Phoenix that held shares, not IRP. Phoenix is not the promotional company, IRP is. So, there was nothing for IRP to disclose. You've stated IRP was selling shares while promoting without disclosing their ownership. That was not the case as IRP never owned shares.
Ultimately, 19,869,436 shares were issued to Phoenix for proceeds of $276,868. IRP was paid $250,000 by Phoenix. Phoenix was paid by MYDX.
Why in the world has ANYONE been referring to the Phoenix Debt settlement as a source of future dilution? The Phoenix debt settlement was paid off in full back in September. Agreed?
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