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Re: Peepson post# 48058

Saturday, 10/03/2020 7:22:35 PM

Saturday, October 03, 2020 7:22:35 PM

Post# of 63074
Hey Peepson, first I gotta say that these comments about whether or not there will be a reverse split are nothing more than a distraction. Typically, this kind of talk is initiated by some trader in a tweet, hoping to get "play time" on the topic of R/S associated with a certain ticker for buying cheap shares.

What all actual PASO shareholders really care about is progress toward the merger, the announcement of a Definitive Agreement signed between PASO and CLX and... the completed merger. When we have a Definitive Agreement, I can pretty much guarantee you that there will be NO cheap shares available. Right now, shares are still very cheap (imo) but correcting toward the recent highs.

And there's no point in talking about a reverse split. If there IS one - EVER - you can pretty much bet that it would be done to have a higher price for NASD/NYSE uplisting. And then sure, there's chatter about whether they will NEED a split to get the share price up or if it will get there organically. But at this point, no one really cares. Show me a DA and I'll show you much, much higher prices.

But to answer your question, no I don't believe for a second that the Series C preferred shares are protected from splits. That would require an anti-dilution clause, and you're not going to see that here (imo). I can tell you for a FACT that the Series A Preferred shares are NOT anti-dilutive.

Section 7a in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, stipulates:

Stock Dividends and Stock Splits. If the Corporation at any time while the Preferred Stock is outstanding: (A) shall..., (B)..., (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or... then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section... shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(source: Nevada Secretary of State, Certificate of Designation for Nevada Profit Corporation, filed 7/12/2018 for Patient Access Solutions, Inc., signed by Directors Bruce Weitzberg, Robert Linzalone and Joseph Gonzalez)

So... you can see that the "control shares" that Weitzberg and Linzalone have been holding for all these years are NOT anti-dilutive. This paragraph says that they will adjust with any split, in proportion to the Common shares. If they WERE anti-dilutive, I would not have bought the first share of PASO. There are a good number of dilution pig penny stocks out there. I delete my DD folders and files for those stocks as soon as I see anti-dilution clauses for convertible preferred shares and replace them with a Red X - and I don't look back - as they are (always?) share-selling scam deals.

So I have no reason to believe that these Series C 6% dividend shares are "anti-dilutive," and I can say with very high confidence that they will (imo) multiply/divide directly in proportion to any forward or reverse split.