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Re: JusticeWillWin post# 494896

Thursday, 11/09/2017 6:05:08 AM

Thursday, November 09, 2017 6:05:08 AM

Post# of 728116
JWW, I see the PPS as relevant and embedded...

...in the SB's conversion calculations.

...for the average VWAP over the 20-day previous trading.

...in red, I don't agree with the "PPS on the day of the announcement" (I don't know if it was an accurate quote, but note below, that is not the conversion PPS).




JusticeWillWin Thursday, 11/09/17 05:51:42 AM
Re: bkshadow post# 494894
Post #
494896
of 494896 Go
bkshadow, do you see a chance that #1 is still in full play?

Gallagher said on the conference call and/or shareholder's meeting, they don't really care about the PPS and only monitor it on a monthly basis.

A shareholder noted that the Series B holder would currently have a loss when the Series B conversion takes place, and they answered that the PPS does not matter EXCEPT ON THE DAY of the announcement of a "Qualified Acquisition" .

That sounds to me they are quite sure the PPS WILL BE HIGHER THAN $1.75 and the Series B holders will instantly be in the black with their investment on the day of a QA.

But I really don't know what to make of the statements that the PPS is irrelevant and that it only matters on the day of a QA...



...red and underlined applied.



SECTION 5. Mandatory Conversion on the Mandatory Conversion Date.

(a) On each closing date of any Acquisition, the number of outstanding shares of Series B Preferred Stock having an aggregate Liquidation Preference equal to the net proceeds of the Offering utilized in such Acquisition, on a pro rata basis, shall automatically convert into a number of shares of Common Stock equal to the Liquidation Preference divided by a conversion price equal to the lesser of:

(i) $2.25 per share of Common Stock (the “Initial Conversion Price”); and

(ii) the arithmetic average of daily Volume Weighted Average Prices of the Common Stock during the 20 Trading Day period ending on the Trading Day immediately preceding the public announcement by the Corporation of its entry into a definitive agreement for such Acquisition, subject to a floor of $1.75 per share of Common Stock (the “Floor Price”).









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