At today's price it would be around 14M shares.
Hopefully the "market conditions" they are talking about is in reference to a substantially higher pps, which would reduce that number of shares.
Having said that, something extradordinary would have to occur to drive the pps up. I'm guessing maybe the BW interview or something like that. The other thing would be a cash infusion of some sort, but then why would they need to make the private placement if they were getting cash near term. Either way, I'm guessing they are looking at something more substantial down the road soon as the $3M won't get them too far.
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"The timing of the closing of the offering will be subject to market conditions."
There are two ways to be fooled. One is to believe what isn't true; the other is to refuse to believe what is true. **Soren kierkegaard