Replies to post #255903 on Innovation Pharmaceuticals Inc (IPIX)

[loanranger]

"An MFO is not a single entity buying and selling."
For a minute I thought you were onto something. After all, the 10-Q even refers to separate purchasers making separate conversions:
"In December, 2018, one preferred stockholder converted all of its 1,300 shares of Series B preferred stock into 12,734,258 shares of common stock; another preferred stockholder converted 10 shares of Series B preferred stock into 74,130 shares of common stock, with a total of 12,808,388 shares of common stock being issued upon conversion of the Series B preferred stock."

But why then would there be a need for a Beneficial Ownership Limitation that considers the MFO's holdings as a single beneficial owner?

"d) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below)."

https://www.sec.gov/Archives/edgar/data/1355250/000147793218004763/ipix_ex101.htm
p. A-15


That suggests to me that the individual holdings would also be accumulated for the purpose of the beneficial ownership filing requirement on Form 13G should they exceed 5%.

[sox040713]

Kahuna, hope you are doing well. The 10-Q states,

In December, 2018, one preferred stockholder converted all of its 1,300 shares of Series B preferred stock into 12,734,258 shares of common stocks;

The key phrase to me is “one preferred stockholder”. IMO this stockholder needs to file 13G if he/she holds 5% or more shares. Back to its definition,

When an individual acquires beneficial ownership of a 5% to 20% stake of a particular stock, that individual must file either Schedule 13D or 13G within 10 days of the acquisition.

The key phrase to me is “an individual”. One preferred stockholder is an individual.