I’m understanding this to be different. That number was used to calculate the registration fee upon this s-1 registration.
Note 2) Estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Registrant’s common stock on the OTC Pink Market on January 24, 2020. The shares offered hereunder may be sold by the selling stockholder from time to time in the open market, through privately negotiated transactions, or a combination of these methods at market prices prevailing at the time of sale or at negotiated prices.
S-1 the goes on to state that pag will sell up to 5 million worth of shares.
“The selling stockholder identified in this Prospectus may offer an indeterminate number of shares of the Company’s common stock, par value $0.001 per share, which will consist of up to $5,000,000 of shares of common stock held by PAG Group, LLC (“PAG”), which is the “selling stockholder” hereunder, pursuant to an Equity Financing Agreement (the “Financing Agreement”) dated January 24, 2020. If issued presently, the 4,046,995 shares of common stock registered for resale by PAG would represent 33 % of our issued and outstanding shares of common stock (excluding shares owned by affiliates of the Company, as of January 24 2020.”
Note what is says above. If issued presently, this would be the case.
But s-1 continues to state that Jason will call upon pag to sell shares at any given time.
“We will not receive any proceeds from the sale of the shares of our common stock by PAG. However, we will receive proceeds from our initial sale of shares to PAG pursuant to the Financing Agreement. We will sell shares to PAG at a price equal to 90% of the lowest closing price of our common stock during the ten (10) consecutive trading day period immediately prior to the date on which we deliver a put notice to PAG (the “Market Price”). There will be a minimum of ten (10) trading days between purchases.”
Essentially, Jason registered the 4 million shares, calculated the registration fee using the .35 number which was based on the high and low average price on January 24th, will call on pag at any time to buy shares in which they get a 10 percent discount, and are could be obligated to buy up to 5 million bucks worth max in total when it is all said and done.
So depending on price and when Jason needs the money, then the shares go to market.
