Monday, February 06, 2023 4:23:16 PM
The preferred can be converted starting on "the 18th anniversary of July 26, 2022" (see italics). The million dollar question is "what is their definition of an anniversary"? It could be 18 days or 18 weeks or 18 months, I've yet to see this defined in a filing.
On July 26, 2022, GoLogiq, Inc. (the “Company”) sold and issued an aggregate of 2,000,000 shares of newly created Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”), of the Company to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each such member of management shall be subject to a repurchase option and shall vest 25% at issuance and the remaining 75% shall vest in equal monthly installments over a period of twelve (12) months from the date of issuance, provided such person provides continued service to the Company during such period.
Each share of Series A Preferred is convertible, at the option of the holder, at any time and from time to time commencing on the eighteenth (18th) anniversary of July 26, 2022 (such period, the “Holding Period”), into one (1) share of Company common stock (the “Conversion Ratio”), subject to certain adjustments. In the event of a Liquidation Event (as defined in the COD), such optional conversion right will terminate at the close of business on the last full day preceding the date fixed for payment or distribution in connection therewith.
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