Ngen Technologies Holdings Corp. (fka NGRP)

[Det_Robert_Thorne]

The noteholders forced the company to complete RS

I'm with you Offshore, these note holders already allowed the company to complete the RS. Most companies raise the AS to dilute all notes before a RS. LIBE did not why? Not sure but I wanna find out.

The noteholders didn't allow the NGEN/LIBED to complete the RS. They forced the company into the RS via the terms of the note agreements.

Read my post in the Stickies that shows a quote from a LIBE filing that describes why they had to do it, which boils down to the fact that they didn't have enough shares available to meet the requirements.

Sure, they could have raised the AS, but even if LIBE had been able to maintain a trading price of $0.0014 for awhile, the conversions would have been at about $0.0008, which would have required an AS of approximately 25B, but since selling that many shares would have likely driven the share price lower, that would mean another AS increase.

Raising the AS has its own issues, one of which is the cost to register the company in NV, which bases its annual registration fee on value of the number of shares in the AS multiplied by the Par value, which in LIBED's case is $0.001 (like many companies).

A few years ago, I wrote a post about LIBE paying much more than it had to because it had an AS of 10B shares, when 2B to 3B would have sufficed. I found the spreadsheet that I made at the time and ran the numbers for a few different AS values.

Note that I haven't fixed the sheet to account for the 1M new Series X preferred, but their effect should be minimal.

With LIBED's old AS of 6B, the annual fee should have been approximately $5K.

The AS decrease to 3B shares reduces the annual reg fee to about $2,000.

If NGEN/LIBeD raised the AS to the minimum 25B I calculated above, the registration fee would climb to roughly $24K.


And then there's the idea that it might be easier to get more investors to buy 30M - 50M new shares of LIBED at a price between $0.60 - $1.00, which could erase the debt, versus finding enough sub-penny gamblers to buy the 20B - 70B shares that it would have required to pay the convertible debt without an RS.

Oh year, if it did take 70B shares, the NV reg fee would be about $69K.