Why would they want the S-3 delayed? The S-3 simply registers the shares to be available for conversion, they could still convert at any time within the parameters of the covenants.
Additionally, the company has the option of requiring conversion if the market price of the common stock is at least $0.60/share for 10 consecutive trading days. However, the company can ONLY require this if the S-3 has been filed and deemed effective by the SEC.
Therefore, IMO the only reason for delaying the S-3 is that both the company and the Series D (FOW) investors believe the S-3 would depress the share price.
For those who aren't aware, in the event of voluntary or involuntary liquidation of the company, the holders of the Series D CP shares have the preferred right to the be paid back out of the assets of the corporation. If the total assets available are equal to or less than the amount owed to them, they would have the right to all of the assets, including IP.
