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Friday, October 22, 2021 2:13:14 PM
The S-1 is for the share offering; it states that they intend to apply for Nasdaq listing, that they will enact an RS to get the price to Nasdaq's minimum, and that they will complete the offering IF APPROVED.
I assumed this meant that they will do the RS contingent on listing approval. I.e. they will apply for uplist, get approved contingent on pricing, then enact the RS. If their application were denied, the RS would not be utilized. In reality, only the offering is contingent on approval. In re-reading the subsequent forms 14C, I believe the order of operations is actually:
Enact RS (already approved)
Apply for Nasdaq (has not yet happened)
Get approval
Complete offering
This implies that the RS is happening, regardless; it is a done deal. We can still get denied for uplist even after that happens. The form 14C has nothing to do with the uplist or offering. They stacked them back to back to make you think they were linked.
Folks, I'm open to corrections here, but it looks like the next PR we are getting is the reverse split, to be enacted late next week (21 days after the DEF-14C, as called out in the form itself).
From the 14C:
Reasons for the Reverse Split
The primary purpose for implementing the proposed Reverse Split would be to increase the per share price of the Common Stock and
decrease the number of outstanding shares of Common Stock which the Board believes would help with the Company’s future financing needs,
increase investment interest, broaden the pool of investors and increase trading volume and help:
• make the Common Stock more marketable;
• attract new investors who are reluctant to invest in shares with low prices;
• attract investment from certain institutional investors and investment funds who are presently prevented under their
guidelines from investing in our stock at its current price levels;
• attract and retain employees who may be less likely to work for a company with a low stock price; and
•meet the requirements for a possible uplisting on the Nasdaq Capital Market
For a possible uplisting. That means that the RS is being enacted, and it may help them uplist. Not the other way around.
Again, not trying to FUD here. At least not yet. Can anyone correct me on this interpretation? Am I mistaken?
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