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Re: boston745 post# 17654

Thursday, 08/09/2018 7:24:48 AM

Thursday, August 09, 2018 7:24:48 AM

Post# of 41257
What makes you think they can't convert very fast? Elaborate on what you think fast is.. 24 hours between notice of conversion and sale of the common stock received on the public market? This is certainly possible through shorting against your future position via the securities dealer.

As for strong-arming the series b holders, the are not many good outcomes for retail. My expectation is that only lackadaisical series b holders (if any!) may get shafted but no active, knowledgeable holders will be affected, especially since the securities dealer will provide warnings and advice to their customers if anything meaningful should arise. I'll outline the options below:

1) forced conversion - stock must trade above $4.3536 with over $500K in volume for 30 consecutive days before they can force conversion. Perhaps good for retail if this happens after a pop but before merger announcement.

2) redemption - starting 6 months post-closing of the financing, the company had the option to buy preferred back at a 25% premium to the stated value AND requires the company to provide a 30-day written notice.

3) fundamental transactions (e.g. merger) - warrants are not affected: they are convertible as usual for up to 30 days post-announcement OR the acquirer can be forced to buy them with cash. Series B likewise will be able to convert into the acquirer's stock or any "additional consideration receivable".

None really have teeth toward the series b.. which figures because this financing was Sonny bending over backwards as I said before.

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