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Saturday, 04/27/2002 12:39:30 PM

Saturday, April 27, 2002 12:39:30 PM

Post# of 78736
Email answer from John Howell regarding last PR.

Hi John,
The below is from todays PR.................

After negotiations and due diligence with New Visual, Zaiq and TLSI elected to accept, in aggregate, $3.95 million of New Visual's preferred and common stock. The shares are subject to defined redemption features, registration rights and transfer restrictions.

At what point and time do these shares transfer in order to pay $3.95 million?

Thank you,
Greg

Greg,
$3.1 million of the total debt was to Zaiq. That portion is being paid by convertible preferred stock. They have the option to convert at any time for common shares based on 100% of the market price average for the preceding 10 days. We have the option to pay them in cash at any time. If we offer to pay in cash, they wanted the option to convert to common stock if they chose to do so. The balance of the debt was to TLSI and they were paid in common stock under rule 144: 624,480 shares.
Unlike selling shares for operations, this transaction will have an asset added to the balance sheet to offset the cost of the licensing fee. In the future we will have more such value added transactions.
John


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