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I-Glow

05/06/18 4:07 PM

#138838 RE: Lookingfortruth #138831

Here are the facts about the 8-K.

First Newbridge isn't the purchaser or institutional investor - they facilitated the deal and were paid 2.5 million shares plus a undisclosed cash payment.

"Newbridge Securities Corporation, through LifeTech Capital, acted as exclusive placement agent for the transaction. The Registrant paid Newbridge a cash fee and issued to them warrants to purchase 2.5 million shares of Common Stock."

Also it is a Equity Purchase Agreement not a investment - especially since the shares are discounted and they are floorless in their conversions.

OWCP has to file a registration statement (S-1) and it has to be deemed effective by the SEC - which isn't going to happen since there is a ongoing investigation of OWCP.

Their is also a anti-dilutive clause for the unknown purchaser:

"The terms of each the Preferred Stock and Warrants provide for anti-dilution protection for issuances of shares of Common Stock at a price per share less than a price equal to the conversion price or exercise price, as applicable and, that in the event of a “fundamental transaction” (as described in the Warrants)"

So, there isn't a $5 million investment - there is a $5 million convertible note - that is most likely not to be consummated because of the S-1 requirement.

OWCP tried to dupe investors once again - and it appears most didn't read or understand the 8-K.

IG