"I've been there before. preferred conversion rights are always compensated, restrictions on selling (if there are any) are released."
Please explain where the SEC filings specifically say "There are no liquidation rights or preferences to Series A, preferred stock holders as compared to any other class of stock." When I originally asked that question last month, the answer I received was that meant the preferred shares did not include any special or extra rights over the common shares in the event of a sale or liquidation.
Apparently, yes, Charles can convert his 3.5 million preferred shares to 10.5 million common shares at any time, regardless of whether the R/S passes. The preferred shares are not entitled to dividends and are also non-voting, although he has the right to elect two directors to the BOD (which he has not done). That also would seem to mean that, since the shares are non-voting, he would need to convert his shares into common shares before he could "take over the company". Either way, without liquidation rights or preferences, it still seems to me that he would have to stand in line with everyone else in the event of a sale or liquidation.