jericho, Thanks for your insights
Yes, I noted the conversion of 25M shares on 1/4. Certainty appears to be shares issued to RB. If so, it could explain the steady decline in share price from Sept ~ 3 cents to below 2 cents today. RB would had to offload enough shares before picking up 25M and still stay under 5%. But I'm with you, I do not think RB is trying to dump shares, they just might have needed to sell enough to keep under 5% ownership. Even if we were to assume RB selling all shares at 3 cent and 55M shares+, RB could realize $1.65M, which could covers their known loans to PCTL. But that still is in my opinion too little return for the high risk of loaning all that money to PCTL if they fail, which dumping the shares might provoke. RB would have done better buying stock in any Russell 3000 company last October with a lot less risk
I tried to tie the 25M shares issue back to the 9/25/2020 converted note. PCTL 10K and 10Q doesn't provide any documentation on the amendment or the original loan. It appears the original note was for $130,000, was not convertible, originated on June 20, 2018 and due Jan 2, 2020. It was convert to $87,500 or $56,000 balance for 31.5M shares on 9/25. The balance appears to be paid down to $40,000 by 12/31, and then the remainder converted into 25M shares 1/4. So while we can not say for certain, the converted shares come from the same original converted note. So I could believe that both share blocks were issued to RB, and RB may have sold off ~20 million shares in Q4 (and in 2021 ??)to keep under 5%. This also sorta explains why some old loans just were not cleared off in 2020 when they seemingly could have been. It kept the conversion factor in play.
the main take away is that the original note was not convertible and therefore extinguishing this loan (in and by itself) does not eliminate any convertible debt or related derivative liability. We will have to seen the 10Q to know if all (or most of) the old loans are cleaned up by 3/31. What PCTL did was exchange a $130,000 non-convertible loan into 56.5M shares and access to RB financing. At 2 cent a share ( $1,130,000), RB has effectively hedged their PCLT loans for cash (from any shares they may have sold) and the shares they retained. This was my general take on what RB was doing before digging into all of this
This does increase dilution and I know every shareholder (including me) bitches about this, but this is SOP for almost all small growth stocks. It part and parcel of high growth, high potential, high risk stocks. This is how a penny stock tries to become a micro-stock. If newbie investors were caught unaware, then S&P stocks are better investments and that is where 99% of my portfolio resides.
What also is interesting is when I tried to track back to June 2018 to understand the origins of the original loan. It may be related to an ex-director, ex-investor, ex-business partner (VIP WorldNet or Annihilyzer Inc.?), or ex-spouse. but there is too little detail to get any clarity, but in might be related to the settlement of the annihilyzer lawsuit (March 2021) which could have cost millions of dollars and been a death knelt for pctl
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