InvestorsHub Logo
icon url

horst

12/17/18 10:48 PM

#25631 RE: 06goat #25617

Here's the disclosure I'm referencing: https://backend.otcmarkets.com/otcapi/company/financial-report/205673/content

In this disclosure, it states NHPI acquired all of Woodbridge's (privately owned) issued and outstanding stock in exchange for 2,400,000 shares of newly issued Series A Convertible Preferred Stock (each share convertible for 10 shares of common stock) but with 1000 votes per Series A share voting rights. In a nutshell, we can infer Woodbrook and its investors hold all the voting rights due to that clause. But 24M shares of common stock are a drop in the bucket compared to NHPI's ~1B shares--24M shares get traded in an hour nowadays. So from what's disclosed so far, NHPI looks to have effectively made a large acquisition (or reverse merger) for very little dilution.

So some aspects of the deal are a mystery. Why only 2.4M convertible shares (i.e. 24M common shares)? There must be something in the agreement that gives more value to Woodbrook's investors, but we don't know what that is yet. So the ultimate share structure of the merged company is the real question, along with its prospects of uplisting. Is the uplist just a pump or is it potentially real? We'll find out. Interestingly NHPI's recently disclosed share structure is identical to what it was last year, even with the newly issued Series A stock. So there's some information missing from this puzzle, and that's what's spurring such controversy and emotion. Maybe the deal isn't official yet, or maybe there are shenanigans, who knows...

Anyway, if this disclosure is to be believed, NHPI is Woodbridge now, and its CEO is Michael Doherty. Since he's retweeted two NHPI-related statements in two days, he's certainly not distancing himself from NHPI, and would seem to be reaffirming the NHPI connection.

It seems reverse mergers take 3 or 4 months to go through, so that could explain the lag between the Oct. disclosure and further disclosures... Oldie but goodie background reading: http://www.hblr.org/2012/03/reverse-merger-seasoning/