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Friday, 07/23/2010 1:57:14 PM

Friday, July 23, 2010 1:57:14 PM

Post# of 92949
Mail question,

"Does the lower pps affect future funding or anything else?

Absolutely it does. Below is the first tranche from Optimus. The closing bid price was 10.5 cents on March 2 so Optimus received 19,285,714 shares for funding $1.5MM to ACT. If we were to execute the same amount today and the closing bid was 6.5 cents(example) Optimus would receive approx. 10MM more shares for the same financing or approx. 30MM shares. So yes, big difference. Monthy redemptions to debt holders cost a whole lot more in shares also.

____________________________________________________________________
"On March 2, 2010, the Company delivered its first tranche notice to Optimus Life Sciences Capital Partners, LLC under the Series B redeemable preferred stock (see Note 11) for funding in the amount of $1,500,000. On March 8, 2010, in connection with the funding, the Company issued 19,285,714 shares of its common stock upon exercise of the same number of warrants, which were granted simultaneously with the Company’s tranche notice. The Company received a secured promissory note in the amount of $2,025,000 to settle the warrant exercise. Under the terms of the agreement, the Investor is required to provide funding on the preferred stock facility on or within 10 trading days from the Company’s tranche notice date."

(example from prior post)
For example, if the Tranche Purchase Price is $1,000,000 and the Closing Bid Price is $0.50, then the number of shares of Common Stock underlying the portion of the Warrant issued in connection with such Tranche shall be $1,000,000 x 135% = $1,350,000 divided by $0.50 = 2,700,000 shares of Common Stock.
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