DD Support Board and Research Team

[nodummy]

RDGL - Did you see that RDGL filed an 8K today for its private placement.

https://www.sec.gov/Archives/edgar/data/1449349/000165495418011250/vivos8k.htm

As expected the private placement set off the amended $.004/share conversion rate on the remaining convertible debt. But according to the 8K there is only $2,253,538 in convertible debt left not $2,500,000 as was reported in the September 8Ks about the arrangement.

It isn't clear if the conflicting numbers are due to the fact that RDGL says it used money raised to repurchase $333,000 in debt from the convertible Note holders or if it is because some debt conversions took place after October 10th lowering the principal balance left. The 8K also fails to make mention of the outstanding interest due to the Note holder which previous RDGL SEC filings said would also be converted at the new $.004/share rate. According to past RDGL filings, there was around $428,000 in interest due to the convertible Note holders as of August 16th.

Without taking into account the approximately $428,000 in interest, the $2,253,538 in convertible debt at $.004/share will come out to 563,399,500 free trading shares of stock.

Including the approximately $428,000 in interest, the total goes up to 670,399,500 free trading shares of stock.

Either way it is a lot of future dilution.


RDGL ended up raising a lot more money than they mentioned in their October 10th press release

All total, RDGL raised $1,578,000 by selling 315,600,000 shares ($.005/share).

But according to the 8K, they didn't issue all 315,600,000 shares because it would have put some participants over 4.99% ownership. So to solve the ownership issue, RDGL created Series B convertible preferred stock valued at $1/share.

According to the designation for the Series B preferred stock included in the 8K filing, each share of Series B preferred stock converts into common stock by taking their stated value ($1) and dividing it by $.001/share. That comes out to 1,000 common shares each.

Each share of Series B Preferred is convertible into that number of shares of the Company’s Common Stock (“Conversion Shares”) equal to the Stated Value, divided by $0.001, which conversion rate is subject to adjustment in accordance with the terms of the Series B COD. Holders of Series B Preferred may elect to convert shares of Series B Preferred into Conversion Shares at any time.

Here is the problem with that.

Buying $1 worth of common stock at $.005/share through the private placement = 500 common shares

But buying 1 share of series B preferred stock at $1 then converting it into common stock comes out to 1000 common shares ($.0025/share)

The math doesn't work.

It raises 2 very important questions

1) why are they giving certain people special treatment by giving them twice as much stock as everybody else. I think it goes way beyond a 4.99% ownership issue.

2) how many shares of Series B convertible preferred stock was issued? The 315,600,000 number doesn't take into consideration series B preferred stock conversions. The actual number of common stock resulting from the private placement will be much higher than 315,600,000 shares when all the preferred stock conversions are said and done. How much higher?



This part still has me a little bit confused

As consideration for the sale and issuance of the Shares in the Private Placement, (i) the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors, pursuant to which the Company received gross proceeds of $725,000; and (ii) certain holders of debt instruments issued by the Company exchanged such debt for Shares in the aggregate amount of $853,000, which debt instruments include, among others, (a) certain bridge loans in the aggregate principal amount of $175,000 and buying power of $210,000, and (b) debt with an outstanding balance of $442,651 held by the Company’s Chairman of the Board.

It sounds like RDGL issued private placement shares to certain debt holders including the RDGL Chairman in exchange for the cancellation of some of those debts. All total $835,000 in debt was cancelled including at least $442,651 owed to the RDGL Chairman in exchange for $725,000 worth of private placement stock.

My guess is that these insiders were given a lot of the series B convertible preferred stock special treatment.



So RDGL raised $1,578,000 but $725,000 went to RDGL insiders and $333,333 went to convertible Note holders ($1,058,333 gone) leaving $519,667 in cash that can allegedly go towards business operations.


We really don't know how far that $519,667 will go, but we do know that the $519,667 is going to come with approximately 670,399,500 in future dilution from convertible Note holders plus well over 315,600,000 more shares issued trough the private placement and subsequent Series B preferred stock conversions.


RDGL again failed to file the amended convertible debt Note agreement (or anything having to do with the the “Path Forward Agreements"), so we still have no idea if there is any clause that would kick in if the RDGL share price drops under $.004/share to prevent the convertible Note holders from losing money.




Finally, let me add that some of those RDGL pumpers need a reality check. I can't believe some of the uneducated people over there referred to RDGL's alleged future product as a "cancer cure". There is a huge difference between a cancer cure and a cancer treatment. RDGL never claimed to be working on a cancer cure. The people using the term cancer cure should be ashamed of themselves. That is totally inexcusable.