Fins out. The warrants issued accompanying new notes for small loans given this year are exercisable at a purchase price of $.25 per share.
Why include these warrants at all if the plan isn't for pps to be above $.25 within 18mo (when the notes mature)?
This Cheryl Ketner at CLL Firm, LLC only converted $5,839 worth of shares, and their sale is limited under exemption 4(a)(1), which requires shares must not be acquired with the intention of resale, but rather as investment. This typically manifests as a 6mo restriction, and it appears that perhaps they can only be sold via private placement.
Is anyone here familiar with exemption 4(a)(1)? Why only convert $5k of over $100k in outstanding notes if there was any intention to dump? Is re-negotiation of these terms in progress?
Furthermore, according to Section 7 note 3 of the disclosure statement, 89,172,000 shares of the o/s are in dispute and have a stop transfer on them and cannot be converted at this time. And at least 76.5m of these are also held as paper certs, making their conversion difficult in any case.
That means the actual o/s here is only 47.4m and the float is unchanged! Then, on August 17, the A/S was revised back to 250m shares from the 900m a/s raise disclosed in the fins as occurring June 2.
Put it all together, and this is a 47.4m o/s, 29m float shell with loans from this year carrying exercisable warrants at a $.25/sh pps, implying future outlook of at least this price. CLL Firm, LLC, the primary convertible note holder, hasn't converted large numbers.
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