Reposting of a memo to me from my SEC attorney who is definitely one of the best in the country. And be fore you read it let me say that I've read a number of the posts relating to placement of the newly issued and inventoried "C" shares amnd everyone needs to realize that in comparison to Wall Street financings, the 10 million Series "C" Preferred share issue is very small. An institutional financing would require all of the issue to make it worth the institutions time to do the deal!!! A $100 share price or a $4 share price for common would equate to $100 per preferred for a billion total. Big for Northwest but relatively small for Wall Street deals.
My lawyers comment posted again delivered on Monday, August 1st, 2022.
Brian- there is no public information yet available about a potential offering of the newly designated Series C, including target investors or the use of proceeds thereof. However, the terms of the new series C are substantially similar to the terms of the series a and b, except the series C would be convertible into 25 shares of common stock. Both Series a and b were offered and issued pursuant to private offerings under Section 4(a)2 (previously 4(2)) of the Securities Act of 1933, in reliance on the Reg D – rule 506(b) safe harbor thereunder. I don’t think any Series C has been issued yet but, if and when shares of the series c preferred are offered and issued, the Company should file a Form D with the SEC within 15 days of first sale, which would at least give us an indication of offering size and minimum subscription accepted investors, which could provide insight into what type of investors they would be targeting.
As we’ve discussed – the preferred series nomenclature (a, b, c, etc.) has no bearing on terms of the shares (unlike with mutual funds where they indicate sales load and there are institutional share classes).
So that's the word from my attorney. Having reviewed the entire process very carefully adding in available background color, my hunch is that the "C" shares are reserved for a potential partner and will not be offered to individual investors. Again my hunch is supported by personal experience managing 2 public companies and conducting very similar Series "C" offerings for the 2 companies one the NYSE and one on the ASE.
Cheers,
BB
News 
Market Data 
Discover 
AI
