Ngen Technologies Holdings Corp. (fka NGRP)

[Det_Robert_Thorne]

Wow. I wasn't expecting Series-X conversion this soon

From the 8-K filed with the SEC about 15 minutes ago:

On January 14, 2020, Broken Circuit Technologies, Inc. (“Broken Circuit”) and Peter Zimeri, who together own 100% of the registrant’s (the “Company”) one million issued and outstanding shares of Series X preferred stock, delivered to the Company notices of conversion (together, the “Notices”) of all of their shares of Series X preferred stock. Broken Circuit, a company of which Edward Carter and Clifford Rhee are 49.5% and 49.4% owners, respectively, was the owner of 997,500 shares of Series X preferred stock, convertible into 33,770,389 shares of the Company’s common stock. Mr. Carter is the Company’s Chief Executive Officer and a member of the Company’s Board of Directors. Mr. Zimeri was the owner of 2,500 shares of Series X preferred stock, convertible into 84,638 shares of the Company’s common stock. On January 15, 2020, the Company issued an aggregate of 33,855,027 shares of the Company’s common stock (33,770,389 shares were issued to Broken Circuit and 84,638 shares were issued to Mr. Zimeri), which amount represents approximately 95% of the Company’s issued and outstanding shares. Following the Reverse Stock Split (described in Item 5.03 below) and the issuance of the common stock described in this Item 3.02, there were 35,712,665 shares of common stock issued and outstanding.

https://www.sec.gov/Archives/edgar/data/1503161/000149315220000619/form8-k.htm


FWIW, the new OS of 35,712,610 exactly matches the number I calculated when I wrote my 1/11/20 post about the market cap being roughly $20M as of this past Friday:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=153247297


I wasn't expecting them to convert this soon, but I think that they did it because their hands were tied when they had to amend the Series X stock designation to fixed values from the open-ended 97% ownership in the original document filed in Nevada, probably so that FINRA would approve the 1:2,000 reverse split.

If the dilution from conversion happens as I expect, then with only 33M votes, CEO Carter and Clifford Rhee could lose control of the company.

Therefore, I expect that they will soon (1 - 3 months) file for a new series of preferred stock that will preserve their control.