InvestorsHub Logo
Followers 118
Posts 10384
Boards Moderated 1
Alias Born 11/27/2015

Re: None

Thursday, 12/21/2017 9:17:24 PM

Thursday, December 21, 2017 9:17:24 PM

Post# of 73680
Just trying to estimate what volume of shares will be needed for the First Closing requirements.

From the 8-k on Dec 5

" Section 1 – Registrant’s Business and Operations

Item 1.01 – Entry into a Material Definitive Agreement

Addendum No. 2 to the Securities Purchase Agreement

On November 28, 2017, we entered into Addendum No. 2 ( “ Addendum No. 2 ”), dated November 20, 2017, of the Securities Purchase Agreement dated March 30, 2017 (as modified by an Addendum dated May 24, 2017 (“ Addendum No. 1 ”) and an Amendment dated August 8, 2017 (the “ Amendment ”) and, collectively, the “ Purchase Agreement ”) by and between the Company and each of The Special Equities Group, LLC, RDW Capital LLC, and DiamondRock, LLC (each a “ Purchaser ” and collectively, the “ Purchasers ”)."

OK, Here comes the math word problem:

"On March 30, 2017, we received $300,000 from the Purchasers through the sale of stock and warrants (the “ First Closing ”). The Purchasers next purchased $150,000 of common stock and warrants in a second tranche on May 30, 2017 (the “ Second Closing ”). On August 8, 2017, we amended the Purchase Agreement and exchanged convertible notes with the investors for the warrants issued in the first tranche and the common stock issued in the second tranche, and we cancelled the shares issued in the first tranche and the warrants issued in the second tranche. We also amended the Purchase Agreement on that date. And finally, on October 30, 2017, the investors purchased an additional $150,000 of our convertible notes (the “ Third Closing ”)."

Sounds to me like we owe them shares for all notes worth 600,000 based on the following schedule and value mentioned after the Addendum 2 notice:

Addendum No. 2 restores a provision to the Purchase Agreement that the parties mistakenly deleted in the Amendment. This provision, made effective by Addendum No. 2, restores the issuance of additional shares of common stock promised to the Purchasers in exchange for their funding commitments when the Purchase Agreement was originally signed.

Additional shares of common stock will be issued on each date that is eight (8) months after each of the First Closing, Second Closing and Third Closing. The number of additional shares to be issued on each of these dates is equal to (i) the Purchaser’s subscription amount on the applicable closing date divided by the Adjusted Per Share Purchase Price less (ii) the shares of common stock issued on the applicable closing date. The “ Adjusted Per Share Purchase Price ” is equal to 50% of the average of the closing bid prices for the three (3) lowest trading days during the eight (8) month period following the applicable closing date.

I am assuming this means that the 8 month period is now for the 300,000 dollars of the First Closing is approx (300,000/.0015) = 200 Million shares. Of course my math and estimates are probably off and I am just trying to get a ball park estimate. So unless someone thinks they have a better estimate this is what I am going with. There should be a total dilution of 200 Million shares this month for the First Closing. Looking at the volumes so far this month I will take one more estimate that 110 M was from the dilution leaving 90 Million left. 5 Trading days left at 18M each should do it! 2 more dilutions of approx 100M shares in Feb and May to pay of the remaining closings. Go BIEI $$$$$$$