The PR adds that "shares will be subject to a restriction on any sales below $.02 through December 31, 2018 and will have volume limitations on sales below $.01 during the first six months of 2019". But that statement makes little sense.
It makes no sense at all. This was supposedly a private placement. What kind of private placement? No Form D was filed. Maybe they sold the stock to non-US residents, and it was a Reg S placement. But whatever it was, any stock issued in connection with it would be restricted for six months. The buyers of the PP can't sell any of their stock for at least six months. If there's a lockup agreement extending the prohibition on selling by a couple of months, as the PR suggests, that would have to be part of the subscription agreement, I should think.
They do later acknowledge that the stock will be restricted:
All shares to be issued in the private placement are restricted securities. Under the terms of the private placement, the per share purchase price is $.005 per share.
"To be issued"?? I thought they were announced a private placement that had already closed. So no stock has yet been issued? When will it be issued, then?
As previously disclosed, under Path Forward Standstill Agreement, the remaining outstanding balance on all the secured debentures totaling approximately $2,500,000 automatically convert into Company stock at a fixed conversion price of $.004.
And what does THAT mean? What does "automatically" mean? Words used in legal documents are supposed to have specific, clearly defined meanings. Unless they choose to explain, "automatically" could mean many things. Are they referring to an altered conversion ratio, or to a mandatory conversion at some point? Perhaps the former. But we don't know, and may never know, because the company chose not to file that "Path Forward Standstill Agreement". As you say, it's also neglected to file the notes themselves. Nor do we have a copy of the subscription agreement and related documents for this new private placement. We may get an 8-K on Monday or Tuesday about that, but I'll betcha what we need to see will not be included as exhibits.
What we do know is that as of 16 August, the o/s was 373,927,406 shares of commons, and 2,770,940 Series A convertible preferred. According to OTC Markets, as of 3 October--while the standstill agreement was in effect--the o/s had jumped to 706,575,247 shares, and the float was 629,615,424 shares. So clearly the parties to the agreement had converted before the standstill began.
They dumped a ton of stock on the 10th, and no doubt have a ton left to dump. In the meanwhile, the rest of the plan needed to be finished:
Further, upon completion of a financing of at least $500,000 and the repurchase by the company or sale to the company designees of at least $200,000 by the largest secured note holder, all of the company’s debt with current variable rated pricing will convert into common stock or common stock equivalents at a conversion price of $.004.
So now that that new financing--whose terms I still don't understand--has been completed, future conversions will take place at $0.004. But for how long? What if the stock price tanks below that level? Obviously lenders wouldn't be happy, and lenders usually find ways to prevent such occurrences. That's why we need to see ALL the paperwork.
So at best, all RDGV has accomplished was to put a $0.004 floor under its previously floorless convertible notes. No one should even think of paying more for the stock than that. But this is Pennyland, so...
The company's also not really succeeded in raising very much money. Back in March 2017, it filed to do an S-1 offering. The S-1 went through only one amendment, but was never deemed effective. On 5 October, RDGV withdrew it:
In its first iteration, it contemplated a raise of $10 million; in its second, of $17 million. RDGV also intended to do a reverse split and apply for a listing on a national exchange. Perhaps the company's just come down to earth, but where will it get the cash it said it needed for operations, R&D, and more?
Who's this George Sharp character? Advisor to RDGL apparently. Seems to have an IHub reputation for anti-penny scams, yet is involved with RDGL which seems a bit fishy.
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