DSG Global Inc (DSGT)

[Fufat]

I sure hope so. This is a concern for me.

2.1 Closings. Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, in the First Closing, 1,500 shares of Preferred Stock at a price of $1,000 per share of Preferred Stock, at the Second Closing, 1,500 shares of Preferred Stock at a price of $1,000 per share of Preferred Stock and at least 1,000 shares at each Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.


(iii) An irrevocable letter of instruction to the Company’s Transfer Agent, instructing the Transfer agent to maintain for the benefit of the Purchaser, 51,430,500 shares of its common stock initially, and at all times thereafter, three times (3x) the number of common shares needed to by the Purchaser to convert all shares of Preferred Stock held by the Purchaser.



So, if the purchaser is paying $1.5 million for 1500 of preferred shares then another 1500 shares what is the conversion from 1 preferred to common? It isn’t listed in the agreement. The transfer agent has to keep 51,430,500 shares initially then 3x that for the purchaser.

If this 51 million shares are for the $3,000,000 of shares bought. That comes to 0.058 per share.

This isn’t toxic financing?

AMHO.

Good luck to all!

It is not uncommon for S-1 filings to be amended with follow-on S-1A('s). I am excited to watch this unfold. This is solid funding, the days of toxic financing are over.