Huge dilution coming....from the filing 12/29
Following various amendments to the Purchase Agreement, the deadline for the second closing in which the remaining minority interest of 30% of IPA BVI equity holdings would be transferred to us is January 15, 2010 ("Second Closing") unless otherwise extended to February 15, 2010 . At the Second Closing, VIASPACE shall pay $4.8 million ("Cash Consideration") plus Interest (as determined below) since the First Closing, in cash to Chang. Interest on the Cash Consideration shall accrue at 6% for the first six months after the First Closing, and then 18% until June 10, 2009, and then at an annual rate of 6% thereafter. As of September 30, 2009, the entire amount of Cash Consideration due from VIASPACE to Chang was $5.155 million. VIASPACE shall also issue 1.8% of its then outstanding shares of common stock to Licensor. We have complete control of the assets of IPA BVI through our majority ownership position and there is no restriction on the Company’s ability to transfer or capitalize on such assets at any time, including prior to the cash payment due Mr. Chang from VIASPACE.
As of 9/30 $5.155 mil plus interest..... more from the filing
The conditions to Chang’s and Licensor’s obligation to consummate the second closing included: (1) representations and warranties of VIASPACE and us remained true at closing; (2) VIASPACE and we complied with the material covenants under the agreement; (3) books and records of VIASPACE were delivered or made available to Chang and his counsel; (4) any necessary third party consents shall have been obtained; and (5) VIASPACE shall be prepared to deliver $4.8 million in cash to Chang. To our knowledge, all of these criteria, other than the cash payment, have been prepared or may be delivered shortly. Management is uncertain when it will be able to raise the cash payment amount.
Management is uncertain.....
The Offering
We are registering 896,800 ordinary shares (of 8,600,000 shares outstanding) for sale by the selling shareholders identified in the section of this prospectus titled “Selling Security Holders.”
We will not receive any proceeds from the sale of these shares. We will pay all expenses incurred in connection with the offering described in this prospectus, with the exception of the brokerage expenses, fees, discounts and commissions which will all be paid by the selling shareholders. Information regarding our ordinary shares is included in the section of this prospectus entitled “Description of Securities.”
VSPC gets NO money from offering...who does?....The WHOLE Chang family....pg 47....not going to copy/paste.....
How many shares does VSPC have available to sell?...from the filing
Certain Effects of Authorized but Unissued Stock
We have 41,400,000 ordinary shares remaining authorized but unissued. Authorized but unissued ordinary shares are available for future issuance without shareholder approval. Issuance of these shares will dilute your percentage ownership in us.
VSPC owes Chang over $5 mil....at 2 cents that 250,000,000 shares....VSPC has only 41 million shares left....AUTHORIZED....
VGE shares...the offering.... is the Chang family fortune.... where oh where is the money going to come from?
Is there a contract?.....is there going to be a special SH meeting to authorize more shares?.....Is there going to be a second closing?.....any thoughts?
From the filing.....management does NOT know where the money is going to come from.....
Pls don't tell me that VSPC can sell 20 mil shares of VGE stock at $2.45 and raise $49 mil....the offering is for 896,800 shares....which the proceeds go to the Changs.....
GLTA
