Patient Access Solutions Inc (PASO)

[MoneyForNuthin]

$PASO Recent corporate actions and subsequent events -> the necessary sequential steps for the reverse merger Definitive Agreement to be finalized and executed prior to announcement.

MERGER STATUS/TIMING

Original Announcment: "LOI for merger... closing by or before 7/15"
Subsequent Announcement: "Deadline of 7/15 extended to Q4 (calendar Q4)... this is such a big deal in the market and industry that CLX has been consumed with partner agreemements and related opportunities, they asked for the extension and PASO granted"
Recent Announcement: "The DA is in edit... making progress toward the conclusion... targeting early Q4 (calendar Q4)"

KNOWN MERGER DEFINITIVE AGREEMENT / CLOSING REQUIREMENTS

Requirement: Independent Due Diligence, each party

Requirement: Combined Due Diligence and negotiation by and between the parties for drafting a final Definitive Agreement, including all details related to any/all classes of shares and $$ being exchanged

Requirement: Secure the 10M Preferred Series A "control block" that will be acquired by CLX Health at the closing of the merger. These shares must be procured from their holders and returned to the company treasury so they can be transferred to CLX at the closing.

Requirement: Prior to closing, complete/close any/all planned, pending and/or in-progress corporate actions, as well as any new corporate actions required in order to effectuate the terms of the Definite Agreement (currently "in edit" as disclosed by PASO / CLX) - anything/everything related to share structure, allocations and issuances.

ACTIONS & ANNOUNCEMENTS

12/16: 10M Preferred Series A "Agreement" to return to treasury
5/29: Reverse Merger LOI, " CLX will acquire 10 Million Preferred Series subject to a dividend rate determined by the closing of the merger an appoint the Board of Directors in its entirety of PASO" https://backend.otcmarkets.com/otcapi/company/financial-report/248195/content
7/15: LOI Extension to Q4, "On July 14, 2020 we were issued a request by CLX Health to extend the closing date of the merger to Q4 2020." https://backend.otcmarkets.com/otcapi/company/financial-report/252044/content
8/27: A/S increase and Series C shares designation - signed
8/31: A/S increase and Series C shares designation - filed to Nevada SOS
9/1: A/S increase announced https://www.otcmarkets.com/stock/PASO/news/Patient-Access-Solutions-Inc-Plans-to-Increase-Authorized-Shares?id=272590
9/1: Series C dividend shares announced - Common 5000:1 Series C divided shares, record date set to 9/18
9/1: Tender offer announced: Common shares 250:1 for Series C preferred shares, deadline 9/18...later extended to 10/16 due to logistical/technical necessity
9/15: "Placeholder" Quarterly Report filed - very likely company knew this would result in the Yield sign Pink Limited Information badge on OTC Markets
9/16: Dividend Inclusion & Disbursement Clarification - noted O/S = 749,993,098 with 221,164,905 at DTC (float) as of 9/11
9/17: Tender deadline extended to 5pm on 10/16 due mainly to practical logistical/technical necessity involving DTC, brokers, etc.
9/17: Yield sign on OTC Markets: Pink Limited Information designation
9/22: OTC Markets update of share structure showed the newly increased A/S = 2,5B shares (accommodates 1B as-converted Series A, 750M as-converted Series C, plus original/outstanding 750M Common Shares), and also the O/S increased from 750M to 1,080M shares - representing precisely 329,998,018 additional shares issued since last reported on 9/11, 1 week prior - see detail below regarding these shares presumably issued for buyback of 10M Series A shares for the merger

MAJOR MILESTONES

A/S Increased: provides reserve for 10M Series A Preferred as-converted control shares (1:100); provides reserve for 3M Series C Preferred as-converted 6% dividend shares (1:250); provides issuable O/S shares for other transactions [likely including ~330M shares to procure the 10M Series A to return to treasury for transfer to CLX upon close of merger]
Shareholder Dividend: announced and delivered (9/18 record date and 9/22 pay date, posted to shareholder brokerage accounts on 9/25)
Tender Offer: in progress, deadline 10/16
Q3 Financial Report: "Placeholder" report filed on 10/15 pending amendments to complete, meanwhile Yield sign indicating "Pink Limited Information" status

UPCOMING MILESTONES / DATES

ANY DAY: Amended filing of Q3 Report
ANY DAY: Confirmation of 10M Series A Secured / Returned to Treasury - not necessarily required for Definitive Agreement to be finalized and signed (though CLX may demand it), but IS REQUIRED for closing of merger
ANY DAY: Removal of Yield sign badge on OTC Markets -> return to Pink Current status
10/1: Q4 begins - target closing date for merger stated to be "Early Q4"
ANY DAY: All shareholders will receive communication from brokers or transfer agent regarding tender offer
10/16: Tender deadline date for 6% dividend Series C rollup of Common shares, all shareholders

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PROCURING THE 10M SERIES A PREFERRED SHARES (to be acquired by CLX upon closing of the merger)

Go back to December 16, 2019 when the company tweeted on the then-live @PASHealth twitter account. The tweet stated:



Now look at the price history to see the closing prices around that date (below).

https://www.barchart.com/stocks/quotes/PASO/price-history/historical
(you need at least a free account registration to go prior to 90 days recent history)

Dec 16 was a Monday, so an agreement for "buying back"/cancelling the 10M Preferred Series A shares may have been based on the closing price on the previous day (Friday) or possibly the average of closing prices over the 3 days prior, or something like that. We don't know the specifics, but it was likely (imho) to be something "like" this, as this is an acceptable and often-used method. So let's say the price per share was , however determined, was .0150. This is "reasonable" to use as a guesstimate, as based on the stock price at that time. So...

10M Preferred Series A shares convert at a ratio of 1 to 100 into Common shares, giving 1B shares. 1B shares at a price of $0.0145 per share = $14.5M (0.0145 is the average of the closing prices on the 3 days prior to Dec 16, 2019). So each of Linzalone and Weitzberg may have agreed to sell the shares to the company at $7.25M each (each holding 5,000,000 Preferred Series A "control" shares). Now, the question is, how/when does the company come up with that kind of money in order to close on that part of the deal, which is also likely to be tied to the "general" reverse merger plan. Not likely Linzalone and Weitzberg would execute the transaction without money in pocket and the deal sealed or, if done before the deal sealed, reversible if it is not consummated (final merger executed). BUT - in order to lock up this agreement to be able to proceed with other related agreements - before the could ever get to an LOI with the merger candidate - this agreement for total DOLLAR AMOUNT had to be agreed. NOW - it's also understandable how these 2 guys, founders and original architects of the original business bought and deposited the original PASHealth technology with Patient Acccess Solutions, would want a bigger upside potential with the view of what was to come (with a reverse merger involving SiriusIQ and UST Global to market a major healthcare industry data handling framework like what has been described as the IT backbone for HealthyAmerica™. So the agreement likely included a conversion of the agreed dollar DOLLAR AMOUNT (based on the common shares market price back in Dec 2019 at the time of the agreement) into shares of the company for holding post-merger in order to see substantial upside.



So... now you take the (my above rough guess based on factual historical market price and timing of the announcement of retirement of the 10M Series A shares) $14.5M and apply that to the timing of the 329,998,018 addition to the O/S - - here we go...

On 9/16/2020, the company issued a press release:
globenewswire.com/news-release/2020/09/16/2094782/0/en/Patient-Access-Solutions-Important-Shareholder-Notice-A-Dividend-Inclusion-and-Disbursement-Clarification.html

In this press release, the company stated that, as of 9/11/2020, the O/S was 749,993,098 shares.

On 9/22/2020, the OTC Markets Securities info page for PASO was updated, showing that the O/S is now 1,082,491,116 shares, reflecting an addition of 329,998,018 shares to the O/S since 9/11/2020 (just a week prior). Now let's say management had achieved certain requirements and/or stipulations and on Monday an agreement was reached to execute the prior agreement (December 16, 2019) to convert the $14.5M "value" of the Series A shares back to Common shares based on the closing price on Monday plus the prior 2 days. If you take the 3 days closing prices and average them (9/17, 9/18 and 9/21), you get .0462. Dividing 0.0462 into $14.5M gives 313,852,814 shares.

This number is real damn close the ~330M that were just issued into the O/S.



Depending on the very detailed specifics of whatever agreement was made to buy back and retire the 10M preferred shares, I'd say that this scenario is damn close to the number of shares added to the O/S to not give it a very high probability. Also, any difference in the actual amount could very easily be explained by some fee (partial or payment in full) that may have been agreed for the $50B PE firm that is involved in this deal.

https://www.otcmarkets.com/stock/PASO/security

Anyone that thinks anyone - let alone founders and managers of a business for a decade or more - are going to just give away 10M shares representing a large stake and controlling interest in their business... for NOTHING... was always a dreamer from the day of the original announcement of the retirement on Dec 16, 2019. We ALL knew there had to be a deal of some kind. Now I believe I know what it is. These guys are vested now with a pretty good stake in the future of PASO/CLX, and WE shareholders (ALL SHAREHOLDERS) can now appreciate that we have the 10M Series A preferred shares required to close this merger deal.

PROGRESS! ANOTHER STEP CLOSER!

$PASO's to Dollars