First Wave BioPharma Inc (FWBI)

[The GidDy uP Kid]

10-K 03/31/2022... how do you get 150 mil Doog, discounted at what price... GidDy uP FWBI...
"...At March 28, 2022, there were 16,700,640 shares of our Common Stock issued and outstanding and approximately 161 stockholders of record...."

"On January 14, 2022, at the Annual Meeting of Stockholders (“Annual Meeting”), our stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of Common Stock by 25,000,000 shares to 50,000,000 shares."

"...As a result of previous conversions and exchanges, as of March 28, 2022, 645.20 shares of Series B Preferred Stock were outstanding, with an aggregate stated value of approximately $5,100,000, plus accrued and unpaid dividends through such date of approximately $519,000, and a conversion price of $7.70 per share.

Under the Series B Certificate of Designations, in the event we effect any issuance of Common Stock or Common Stock equivalents for cash consideration, or a combination of units thereof (a “Subsequent Financing”), each holder of the Series B Preferred Stock has the right to exchange the stated value, plus accrued and unpaid dividends, of the Series B Preferred Stock for any securities issued in the Subsequent Financing, in lieu of any cash subscription payments therefor (the “Series B Exchange Right”). As a result of our registered direct offering and private placement consummated in January 2021, as of March 28, 2022, we may be required to issue in the aggregate up to 7,047.48 additional shares of Series C Preferred Stock that would be convertible into up to 704,750 underlying shares of common stock, together with warrants to purchase up to an additional 704,750 shares of our common stock, to any holders of Series B Preferred Stock who elect to exercise their Series B Exchange Right in connection with that offering. Alternatively, as a result of sales of additional shares of common stock made on November 30, 2021, at a price of $2.1657 per share, pursuant to our At The Market Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date), as of March 28, 2022, we may be required to issue in aggregate up to 2,020,785 shares of common stock, with no warrants, to any holders of Series B Preferred Stock who elect to exercise their Series B Exchange Right into shares of common stock. In any event, we anticipate that we would convert any shares of Series C Preferred Stock to be issued pursuant to the Series B Exchange Right into underlying shares of common stock immediately upon issuance.

In February 2022, we entered into Waivers with certain holders of Series B Preferred Stock, pursuant to which we agreed to pay a cash waiver fee equal to ten percent of the stated value of the shares of Series B Preferred Stock held by such holder (other than holders who are insiders of our company), and such holder agreed to irrevocably waive its Series B Exchange Right with respect to any Subsequent Financing that occurs from and after the date of the Waiver until December 31, 2022. However, as of February 18, 2022, holders of Series B Preferred Stock holding approximately $2.21 million of stated value of the shares of Series B Preferred Stock outstanding did not enter into a Waiver with us. Accordingly, such non-waiving holders may exercise their Series B Exchange Right in connection with the offerings of the Company through December 31, 2022. However, as of March 28, 2022, holders of Series B Preferred Stock holding approximately $2.1 million of stated value of the shares of Series B Preferred Stock outstanding did not enter into a Waiver with us. Accordingly, such non-waiving holders may exercise their Series B Exchange Right in connection with the March 2022 Offering. If the holders of Series B Preferred Stock who did not enter into Waivers with us elect to exchange into the March 2022 Offering, up to 1,482,153 additional shares of Common Stock may be issued pursuant to the Series B Exchange Right in excess of amounts currently underlying the Series B Preferred Stock and up to 1,671,395 shares of Common Stock issuable upon exercise of the warrants...."