Your calculations are WAY OFF. Do you know what a warrant is?
IGLOW wrote:
"Add in Newbridge where they received 2.5 million shares plus $375,000.
So OWCP paid ($575,000 + $375,000) + $10,925,000 = $11,875,000"
On page 1 of Form 424B3 in the Prospectus Summary it makes it very clear that Newbridge did NOT receive "2.5 million shares plus $375,000" as you claim.
THIS IS WHAT IT ACTUALLY SAYS IN TH ACTUAL DOCUMENT about what Newbridge received
"Newbridge Securities Corporation (“Newbridge”), through LifeTech Capital, acted as exclusive placement agent for the transaction and we paid Newbridge a cash fee of $375,000 and issued to them warrants to purchase 2.5 million shares of our common stock at an exercise price of $0.20 per share."
I will explain it for you
Q: What is a 'Warrant'?
A: A warrant is a security that entitles the holder to buy the underlying stock of the issuing company at a fixed price called exercise price until the expiry date.
Newbridge is issued warrants to purchase 2.5 million shares of OWCP common stock at an exercise price of $0.20 per share. What this means is that if they exercise the warrants, then OWCP will receive $500,000. This will make the $375,000 cash fee a wash with OWCP still having $125,000 to cover the warrants solicitation fee equal to 4% of the gross proceeds that OWCP will receive upon cash exercise of the Warrants.
This means that if Newbridge exercises the warrants to purchase 2.5 million shares of OWCP common stock from OWCP at an exercise price of $0.20 per share, then OWCP would end up having paid Newbridge ONLY 2.5 million shares of common stock, AND ZERO CASH. In fact OWCP will end up with $105,000.
2.5 million shares X .20 = $500,000 (Money paid to OWCP upon exercise of warrants)
So now that it is understood that it is OWCP that is receiving the .20/share and it is Newbridge that is paying the .20/share upon exercising the Warrants, let's finish calculating how this works out.
+$500,000 Proceeds paid to OWCP by Newbridge
-$375,000 Cash fee paid to Newbridge by OWCP
——————————————————————————————————
+$125,000 Remaining proceeds that were paid to OWCP from the Warrants
——————————————————————————————————
-$20,000 4% fee of the gross proceeds that OWCP will receive upon cash exercise of the Warrants
——————————————————————————————————
+$105,000 Remaining proceeds paid to OWCP by Newbridge (after Newbridge exercises Warrants)
So if Newbridge exercises the Warrants then their services would have cost OWCP
2.5 million shares of common stock; and actually OWCP will come out with $105,000 cash in addition to their services.
That's not a bad deal at all.
Here is the part I quoted in context in the Prospectus Summary:
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus.
Overview
We are an early stage medical cannabis research and development company that applies conventional pharmaceutical research protocols and disciplines to the field of medical cannabis with the objective of establishing a leadership position in the research and development of medical cannabis therapies, products and delivery technologies. We are currently engaged in the research and development and have conducted trials on the efficacy of cannabis-based medical products (the “Cannabis-Based Medical Products”) commencing with our cannabis-based topical ointment for the treatment of psoriasis. In addition, we also are pursuing the use of our Cannabis-Based Medical Products for the treatment of multiple myeloma, post-traumatic stress disorder (“PTSD”), chronic pain and fibromyalgia, and have made significant advancements in the development of a cannabis soluble tablet delivery system that could have applications for other indications. We are also capable of providing consulting and advisory services to governmental and private entities to assist them with developing and implementing tailor-made, comprehensive medical cannabis programs, although we have not generated any revenues from such services to date.
We have been engaged in research and development and consulting and advisory activities through our wholly-owned Israeli subsidiary, One World Cannabis Ltd., since July 2014. To date, we have entered into binding agreements with major hospitals and medical research facilities in Israel for the purpose of conducting research studies and trials related to the development and use of Cannabis-Based Medical Products for the treatment of multiple myeloma, psoriasis, PTSD, chronic pain and fibromyalgia, and for the development of a cannabis soluble tablet delivery system.
In February 2017, we announced promising pre-clinical results from the testing of our cannabis-based topical ointment for the treatment of psoriasis, an autoimmune disease that causes red, scaly patches to appear on the skin. Skin cells in patients with psoriasis grow at an abnormally fast rate, causing a buildup of lesions that tend to burn and itch. While the real cause of psoriasis is not known, genetics are believed to play a major role in its development. According to the American Academy of Dermatology, psoriasis affects approximately 3% of the world’s population and 7.5 million people in the United States.
Recent Developments
April 2018 Private Placement
On April 30, 2018, we entered into and consummated a Securities Purchase Agreement (the “Purchase Agreement”) with a non-US-based institutional investor (the “Investor”). Under the terms and conditions of the Purchase Agreement, we sold and the Investor bought, (i) 500 shares of our new series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Shares”), which, as of April 30, 2018, were convertible into 25,000,000 shares of our common stock at a conversion price of $0.20 per share, subject to adjustment pursuant to the anti-dilution provisions of the Preferred Shares, and (ii) warrants representing the right to acquire 12,500,000 shares of our common stock at an exercise price of $0.22 per share (the “Warrants”), subject to adjustment pursuant to the anti-dilution provisions of the Warrants, for an aggregate purchase price of $5,000,000. Newbridge Securities Corporation (“Newbridge”), through LifeTech Capital, acted as exclusive placement agent for the transaction and we paid Newbridge a cash fee of $375,000 and issued to them warrants to purchase 2.5 million shares of our common stock at an exercise price of $0.20 per share. The Warrants contain customary terms, including provisions for “cashless” exercise, change of control, price based anti-dilution, and customary demand or piggyback registration rights. In addition, we are obligated to pay Newbridge a warrants solicitation fee equal to 4% of the gross proceeds that we receive upon cash exercise of the Warrants.
The terms of the Preferred Shares contain conditional redemption provisions and a deemed liquidation preference feature. In addition, the terms of each of the Preferred Shares and Warrants provide for anti-dilution protection for issuances of shares of our common stock at a price per share less than a price equal to the conversion price or exercise price, as applicable and, that in the event of a “fundamental transaction” (as described in the Warrants), the Investor will have the right to receive the value of the Warrants as determined in accordance with the Black Scholes option pricing model.
In connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which, among other things, we have agreed to use our commercially reasonable best efforts to (i) prepare and file with the SEC within 60 calendar days of the offering a registration statement covering the shares of common stock underlying the Preferred Shares and Warrants and (ii) have the registration statement and any amendment thereto to be declared effective by the SEC within 90 calendar days from the date of the initial filing of such registration statement.
Our Study on Psoriasis
On June 28, 2018, we announced the successful completion of the first part of our Phase I, placebo controlled, maximal dose study (the “Psoriasis Study”) to determine the safety and tolerability of topical ointment containing medical grade cannabis (the “Topical Ointment”) in healthy volunteers. The completed part of our Psoriasis Study consisted of application of escalating doses of the Topical Ointment to healthy volunteers and was successfully completed with no adverse effects. After the completion of the second part of our Psoriasis Study, we plan to initiate a Phase II study to demonstrate the efficacy of the Topical Ointment in treating mild to moderate psoriasis and other inflammatory skin diseases.
1
——————————————————————
As for dilution, startup companies on OTC and big board markets have some dilution as they increase their Outstanding Shares. OWCP has a track record of NOT diluting. You can try to argue it all day but the very small increase in OS during the last 18 months clearly shows that OWCP management values their shares greatly and OWC management are also shareholders of OWCP common stock. There will be some dilution, OWCP doesn't receive $5 Million for nothing.
We are funded and the research and patent work is moving forward making progress.
$OWCP is looking good
AI
