The theory is based on Rory's recent LD conference update where he stated the timelines for things to occur. He said the SC closing will happen in January and the uplist would be in Feb and that the capital raise would happen in connection with the uplist. So I concluded that the capital raise was more for uplisting rather than funding the acquisition. Ultimately the money will be paid to SC but who's to say they can't be flexible while getting this business rolling. Also, the funding might be contingent upon the closing of the merger rather than the other way around.
If you think about the underwriter, do you think they may have an easier time selling shares on behalf of a company with revs or a company with none? Hence I think the merger closes first,then a RS possibly, then the S-1A with the merged company offering price, then the uplist. But hey it's just a theory. The S-1 left a lot of flexibility for proceed use. And again, the 8K simply gave SC the right to receive those funds. It did not say they must be paid to close. My interpretation anyway.
News 
Market Data 
Discover 
