There's 1 billion Authorized shares, 183 million outstanding shares, Mr. Hill has little over 100mm shares or 10%... Rest of the 800 million AS 80% turned over to RL...
I am also trying to understand this before jumping in. What I don't like so far is Ingo/insiders bailed out of their holdings but left the shareholders with Asher and all their convertible debt. Then after its diluted out Ingo returns with his newly printed preferreds and nabs 10% post merger. Kind of sleazy.
But to answer your question, based on the 8k it states lux will issue as many shares needed to give RLI 90% of the OS. I don't know if they will use the closing price on the day of the close or as some have suggested a private placement to achieve market cap. For example if the stock closed at .0025 they would need 5.8 billion shares outstanding to give market cap of 14.5mm. So 90% of 5.8 billion is 5.22 billion shares less 103mm they already have for a final issue of 5.117 billion.
My other theory is: Current unaffiliated float is 80mm. If asher diluted 120mm additional shares would give a total of 200mm. With the unaffiliated float at 200mm the overall OS would have to be 2billion, with RLI position at 1.8billion. 2billion shares would require a stock price of .0072 for the 14.5mm cap.
The 8k is confusing, must be trying to hide real objective.
Share Exchange. RLI agrees to become a wholly owned subsidiary of Lux and Lux agrees to issue a sufficient amount of equity to the shareholders of RLI such that upon the closing (the “Closing”) of the Transaction, (a) Lux will have a market capitalization of at least $14,500,000 (the “Valuation”), and (b) the shareholders of RLI and their affiliates will collectively own, including capital stock of Lux already owned by shareholders of RLI and their affiliates prior to the Closing, 90% of the total issued and outstanding capital stock of Lux on a fully diluted basis, and (c) the holders of the outstanding shares of Series A Convertible Preferred Stock of Lux (the “Lux Partners”) will, upon the conversion of all those shares into common stock, collectively own no less than 10% of the total issued and outstanding common stock of Lux on a fully diluted basis, provided, in the case of subparagraphs (b) and (c) above, that the Lux Partners and RLI shareholders will at that time bear the dilution of the unaffiliated float (i.e. the outstanding shares of Lux held by persons not affiliated with the Lux Partners or the RLI shareholders) on a pro rata basis. The Transaction will be implemented as follows: Lux will acquire RLI with RLI as the surviving entity at the Closing, in which the shareholders of RLI will be issued a sufficient number of shares of the capital stock of Lux subject to the Valuation so that at the Closing, they will collectively (including capital stock of Lux already owned by such shareholders and their affiliates) own 90% of the total issued and outstanding capital stock of Lux on a fully diluted basis. RLI covenants to use its best efforts to cause its shareholders to participate in the Transaction.
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