Sino Agro Food Inc (fka SIAF)

[ks1977]

Compare the 10-K with the 10-Q. From the 10-Q for Q1/18;

On October 20, 2017, the Company issued another Convertible Note (the “Note 2”) with a principal amount of $4,000,000 due on February 28, 2018. The note holder had the option to convert all or any part of the outstanding note into the common stock of the Company (the “Primary Optional Conversion”) or TRW (the “Secondary Optional Conversion”) at any time for a period of eight months from the note’s maturity date. The conversion price for Primary Optional Conversion is lesser of $1.5 per share or at 65% of the market share price of the Company. While the conversion price for Secondary Optional Conversion is $3.41 per share subject to equitable adjustment for stock split, stock dividend or right offerings.

Under the agreement, the Company shall pay the note holder 120,000 common shares of SIAF or 32,000 common shares of TRW as an origination fee. The note bears a flat interest payment which shall be settled by 200,000 common shares of SIAF or 55,000 common shares of TRW.

As of the date of this report, no settlement has occurred for both the origination fee and the interest payment, and the note holder has agreed to (1) extend the conversion of shares and to work with the Company for the issuance of shares at a time when better market conditions were evident and (2) to reschedule the repayment of the $2,000,000 in cash at an interest rate of less than 10% annually into monthly repayments at a monthly amount that can be serviced by the Company’s cash flow over the coming months.

I.e half of the 4MUSD is no longer toxic, and Garret has agreed to stall the (possible) convertion, i.e till a time where the PPS is higher. He still has the power to screw us (2M/0.3/0.65=10 million shares), but he has shown goodwill towards us (cutting the toxicness in half). It might be an insurance for him, and - best case - he will convert the remaining 2MUSD into TRW-shares (or wait till the PPS of SIAF is many times higher than it is today).