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Re: frrol post# 244356

Wednesday, 10/10/2018 9:31:21 AM

Wednesday, October 10, 2018 9:31:21 AM

Post# of 403025
FALSE:

This states and they all signed off they have had no such involvement:

4.15 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Signing Form 8-K



Here is them signing off they will not purchase or short during the agreement:

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.



This states underwiriters may be granted :

We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover overallotments, if any, in connection with the distribution. Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with SEC orders, rules and regulations and applicable law. To the extent permitted by applicable law and SEC orders, rules and regulations, an overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. To the extent permitted by applicable law and SEC orders, rules and regulations, short covering transactions involve purchases of the common stock in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction to cover short positions. Those activities may cause the price of the common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.



But per the PR, there are no underwriters or placement agents in this agreement:

The Company entered into a Securities Purchase Agreement pursuant to which the Company agreed to sell preferred stock that is convertible to its Class A common stock in a registered direct offering (the “Offering”), without an underwriter or placement agent.




Obviously this is the wild wild west and anything can happen, but I believe Leo with all the crap he has seen over the past years and all of the shareholder emails offering him info on all the BS that happens across all the media sites regarding bashing etc...he would be smart on this type of agreement. Time will tell, we shall see if we close A deal soon. I am optimistic that our drugs are powerful and we can move forward with a partner soon.
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