Replies to post #55351 on Sigma Labs Inc (SASI)

[alanthill]

I hope that someone else has a better understanding of this than I do. They talk about raising the amount of cash as if the warrants were exercised at $4.00. That clearly isn't going to happen in the absense of news. They could lower the exercise price to induce warrant holders to exercise the warrants but the price would have to be at some discount to the current share price. As I understand it this is not a final version of what they intend, but the whole thing is confusing, at least to me. I'm looking forward to an explanation by someone who has a better grasp than I do.

[Diogenes of Sinope]

To you and A.Hill above you—I wish I knew but I don’t.

Others do though.

I look forward to hearing from them.

GL!

[VisionaryInc]

Explains the exercise price can't be changed unless in the event of stock splits, stock dividends on our common stock, stock combinations or similar events affecting our common stock. In addition, in the event we consummate any merger, consolidation, sale or other reorganization event in which our common stock is converted into or exchanged for securities, cash or other property, then following such event, the holders of the 2017 warrants will be entitled to receive upon exercise of such 2017 warrants the kind and amount of securities, cash or other property which the holders would have received had they exercised such 2017 warrants immediately prior to such reorganization event.

*Interesting to note, to pay off the 2016 "notes" a offering of a minimum of $3 million would trigger Sigma's ability to pay the notes upon the offering, the due date being mid-May I believe, so if sigma wants to pay them off early, the offering would occur before then, meaning the PPS would be above $4 by then.

So unless a restructuring of the company and it's shares as a whole change, the exercise price would remain at $4.

2017 Warrants

 

In connection with the Unit offering described above, we issued as part of the Class A Units 1,621,500 2017 Warrants to purchase an aggregate of 1,621,500 share of our common stock.  The 2017 Warrants separated from the shares of common stock included within the Class A Units immediately and are exercisable at any time on or after the date of issuance through the fifth anniversary of the date of issuance.

 

Exercise. The 2017 warrants may be exercised upon surrender of the 2017 warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the 2017 warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price for the number of 2017 warrants being exercised. As promptly as practicable, certificates representing the shares of common stock purchase will be delivered to the warrant holder. The 2017 warrants may be exercised in whole or in part.

 

Payment. The holder shall pay the exercise price in immediately available funds; provided, however, if at any time there is no effective registration statement registering the issuance of the underlying common stock, the holder must elect to satisfy its obligation to pay the exercise price through a “cashless exercise.”

 

Fractional Shares. No fractional shares will be issued upon exercise of the 2017 warrants. If, upon exercise of the 2017 warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

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Limitations on Exercise. The number of shares of our common stock that may be acquired by a holder upon any exercise of a 2017 warrant shall be limited so that the total number of shares of our common stock then beneficially owned by such holder does not exceed 4.99% of the total number of issued and outstanding shares of our common stock (including for such purpose the shares of common stock issuable upon such exercise). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% provided that any increase in such percentage shall not be effective until 61 days after notice to us. Our obligation to issue shares of common stock upon the exercise of a 2017 warrant shall be suspended until such time, if any, as shares of common stock may be issued in compliance with such limitation.

 

Adjustment. The exercise price and the number of shares underlying the 2017 warrants are subject to appropriate adjustment in the event of stock splits, stock dividends on our common stock, stock combinations or similar events affecting our common stock. In addition, in the event we consummate any merger, consolidation, sale or other reorganization event in which our common stock is converted into or exchanged for securities, cash or other property, then following such event, the holders of the 2017 warrants will be entitled to receive upon exercise of such 2017 warrants the kind and amount of securities, cash or other property which the holders would have received had they exercised such 2017 warrants immediately prior to such reorganization event.