Saturday, December 12, 2020 7:33:08 AM
These numbers (There were 356M shares outstanding and 600M shares authorized at 11/12.) were taken from the face page of the 10Q filed by IPIX. The Company got them from the T/A.
The difference between the two is almost certainly the number of shares sold to Aspire in the interim period.
In case the earlier post wasn't clear:
Theoretically the Company can't issue OR reserve more than its Authorized share amount and it seems like it has done that.
I SUSPECT that the 150,000,000 ("IPIX has 150 million shares issuable for this financing. From OPINION OF GARY R. HENRIE, ESQ") that the company attorney asserted is issuable for the latest deal was "backed into" and rounded based on the 600M total Authorization less the current outstanding and those reserved for Aspire.
The Securities Purchase Agreement for the Preferred says:
"The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Conversion Shares at least equal to the Required Minimum on the date hereof."
It doesn't show the math used to calculate "the Required Minimum on the date hereof" and the number 150,000,000 isn't stated in the Agreement. The fact is that there were no preferred shares issued at the time the agreement was signed so theoretically there was NO reserve requirement.
There WERE 3,053 shares of Preferred Stock, 3,053 Series 1 Warrants and 3,053 Series 2 Warrants for a total purchase price of $3,000,000 issued on 12/9. I think that the Preferred portion of that (at least) would have to be reserved for.
The math for that reserve requirement would be (3,053 x $1,080)/the conversion price...probably around $.17 on 12/9. That's about 19.4M shares.
So the 150M reserve is plenty for now. But it is something that has to be tracked because as time goes by there is likely to be a conversion of Warrants into Preferred, adding to the reserve requirement. Shares issued to Aspire would also need tracking as they too obviously count toward the 600M max.
So this might be a good time to ponder the following:
The new deal prohibits the sale of shares to Aspire for a period of time as described on p.34 of the linked SPA. I think I know what it says but you might want to read it yourself or wait for an interpretation by someone who just speaks facts. I'll try to fix it later if necessary :o)
https://www.sec.gov/Archives/edgar/data/1355250/000147793220007184/ipix_ex101.htm
“I have had a wonderful time but this wasn't it.”
..........Groucho
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