Tuesday, January 05, 2021 9:02:22 PM
So the perspectus states;
The sale of our common stock to Triton in accordance with the CSPA and the Warrant Agreement may have a dilutive impact on our stockholders. As a result, the market price of our common stock could decline. The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.
Triton will pay less than the then-prevailing market price of our common stock, which could cause the price of our common stock to decline.
Our common stock to be issued under the CSPA will be purchased at a discount of at least 33.33%; the purchase price under the CSPA is $0.006 per share, and the closing price for our Common Stock must be at least at $0.009 per share.
Triton has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the purchase price and the market price. If Triton sells our shares, the price of our Common Stock may decrease. If our stock price decreases, Triton may have further incentive to sell such shares. Accordingly, the discounted sales price in the CSPA may cause the price of our Common Stock to decline.
We may not have access to the full amount under the CSPA.
The closing price of our Common Stock on December 22, 2020 was $0.0064. The minimum share price for a share purchase under the CSPA is $0.009. As such, unless the closing price of our Common Stock is at least $0.009, we will not have access to amount under the CSPA. At the current share price for our Common Stock, there will be no purchase under the CSPA.
Our management will have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.
Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds”, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary from their currently intended use. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in investment-grade, interest-bearing securities. These investments may not yield a favorable return to our security holders.
https://sec.report/Document/0001493152-20-024298/
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