Quick review of the S-3. This is simply a procedural requirement to register the shares that Fife MAY get if he decides to convert the $28.5 million note. He will only convert if the price goes above $10 per share (or if the conversion price gets ratcheted downwards, which is certainly possible).

So, at this moment, this is simply paperwork. Doesn't mean he is selling. The price on the front ($4.86) is only there to calculate filing fees. Means nothing else.

All of the above said, it would be very nice if we weren't borrowing money from Fife with his background. And, these terms are not good. My definition of "not good" is when you receive $25 million and have to repay $28.5 million before any interest is tacked on.

My point here is that the actual S-3 doesn't indicate that Fife is buying, selling or converting. It is just getting things ready for the future.