Replies to post #51029 on Sigma Labs Inc (SASI)

[MDuffy]

Interesting. Thanks. It doesn't much matter to me as I am on sidelines til it shows signs of life again (not a fan of zero liquidity and ridiculous bid/ask spreads), but it's good to keep an eye on.

[VisionaryInc]

Dude, give it up, you keep criss-crossing information from the PUBLIC PLACEMENT and the PRIVATE PLACEMENT.

The notes were not part of the public placement, therefore, half this information you are pulling out of the S1 is referring to the private placement and half referring to the public placement.

The S1 is referring to the private placement to the "selling Shareholders" and clearly states on the first page about the approximate 350k shares at common stock could be converted and sold at a maximum price of 2.76, and also gave information on the warrants.


The S1 also reverts back to information regarding the public placement, which is where I see you are getting confused.

Also, the older information does not apply to the newer information.

That's why a NEW registration statement is made thru the SEC by the company to inform shareholders and the public of changes to previous events.

The amount of time you've wasted on this is astounding.

[Pisd]

If the holder of Common Stock or Common Stock Equivalents outstanding on the Original Issue Date or issued thereafter shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect, such issuance shall be deemed to have occurred for less than the Conversion Price on such date and such issuance shall be deemed to be a Dilutive Issuance.

OK, what does "Dilutive Issuance" mean?

If the Company enters into a Variable Rate Transaction despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised under the terms of such Variable Rate Transaction.

What does "Variable Rate Transaction" mean?

any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.

What does "base conversion price" mean?

GL

[VisionaryInc]

The more and more quotes you guys pull out of the S1 the more it proves your point WRONG. lmao it is hilarious at this point