Hey Zuper8,
Great questions, my friend.
Only a majority Board approval is required by either written consent or via a "Board Meeting" when it comes to the issuance of a security whether it be common stock, preferred stock (in this case Dual-Class Series H), a warrant, an option or a note that is convertible into some type of stock.
The primary thought that comes to my mind at this point in time based on all the information the company has made public either through press releases or disclosures would relate to safeguarding against a takeover attempt.
If you take into consideration the last two PR's that identify the elimination of "Third-party cookies" and overall impact it truly represents factored in with a real alternative solution created by CLWD through the incorporation of AI into the SWARM platform creating “personas” which are much more efficient in targeting audiences, then you see a company that could be vulnerable at this point in time.
One of the biggest fears of private investors particularly in Tech Companies that have developed unique software applications, is the real possibility after the company has gone public is the effects of a market downturn and takeover moves being initiated that leads to the company being acquired at a low price. That's why private investors encourage CFO's to move into a dual-class structure with preferred stock issuances. Directors and management that have been with a company for extended periods have a longer term vision and they can be very protective in seeing that vision through.
SPR's (Stock Purchase Agreements) can be tricky particularly for an OTC company. Unfortunately, the lending institution has most of the say. I really think it was a combination of factors that led to the adjustment in share price. One being just bad timing with overall negative sentiment in the markets that are still reflective today driving down stock prices across the board particularly in the Tech Sector. Secondly, SPR's are very prone to scrutiny between the time when the parties sign the agreement and the time of closing especially if there's an infraction in the covenants section which includes a long list of measures that need to occur during that time by both entities including certain actions that are also considered to be prohibited.
I personally believe the SPR has closed by now and it isn't uncommon for a Financial Institution who has entered into the agreement to continue to accumulate shares in the open market at or below the agreed upon price.
With volume being so low reflection of share price is very insignificant at this point. We're at the last stage which represents those small retail investors that bought in at the peak of the last parabolic move becoming overly frustrated and moving on.
The Market Makers are biding their time and securing inventories of this particular equity and when they're ready to move CLWD it will be even more impressive than the last time.
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