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Posted On: 05/19/2021 6:48:31 PM
Post# of 36564
Before we get excited about the NGIO IPO as far as owning any NGIO shares, read the following: https://www.sec.gov/Archives/edgar/data/18045...pre14c.htm
Excerpt:
The purposes of the Charter Amendment are to reclassify our authorized common stock as the Class A Common Stock and Class B Common Stock so that we may issue the Class B Common Stock in our proposed initial public offering (the “IPO”) and increase the number of our authorized preferred stock for raising capital for general corporate purposes and funding our research and development projects. At the present time, we have no plans, proposals or arrangements, written or otherwise, to issue any of the additional shares of our preferred stock that will become available as a result of the increase in our authorized preferred stock. Upon effectiveness of the Charter Amendment all of the currently issued and outstanding shares of our common stock will be Class A Common Stock. Only the Class B Common Stock are being offered in the IPO. It is a requirement of the closing of the IPO that the Class B Common Stock are listed on Nasdaq. We have no current plans to list the Class A Common Stock on Nasdaq or any other national securities exchange.
We own the Class A Common Stock
• Automatic Conversion: On the date that is 18 months from the IPO Date, all of the outstanding shares of Class A Common Stock will be automatically converted into a number of shares of Class B Common Stock equal to the product obtained by multiplying the Conversion Rate on such date by the number of shares of Class A Common Stock outstanding on such date.
“Conversion Rate” means for any date of calculation, the quotient obtained by dividing the Class B Price for such date by the Class A Price for such date.
“Class A Price” means for any date of calculation, the volume-weighted average of prices measured in hundredths of cents of a share of the Class A Stock on the OTC Pink Sheets (or other principal market on which such shares are then traded) for the ten (10) consecutive trading days immediately prior to such date of calculation.
“Class B Price” means for any date of calculation, the volume-weighted average of prices measured in hundredths of cents of a share of the Class B Stock on the Nasdaq Capital Market (or other principal market on which such shares are then traded) for the ten (10) consecutive trading days immediately prior to such date of calculation.
“IPO Date” means the closing date of the IPO.
SO: No trading of our Class A Common Stock for 1½ years
Also, GNBT shares of NGIO are Class A Common Stock
So how will these non-tradable shares be factored into the GNBT pps by the OTC MMs?
Don’t mean to be a downer, just trying to figure out how this all plays out.
Excerpt:
The purposes of the Charter Amendment are to reclassify our authorized common stock as the Class A Common Stock and Class B Common Stock so that we may issue the Class B Common Stock in our proposed initial public offering (the “IPO”) and increase the number of our authorized preferred stock for raising capital for general corporate purposes and funding our research and development projects. At the present time, we have no plans, proposals or arrangements, written or otherwise, to issue any of the additional shares of our preferred stock that will become available as a result of the increase in our authorized preferred stock. Upon effectiveness of the Charter Amendment all of the currently issued and outstanding shares of our common stock will be Class A Common Stock. Only the Class B Common Stock are being offered in the IPO. It is a requirement of the closing of the IPO that the Class B Common Stock are listed on Nasdaq. We have no current plans to list the Class A Common Stock on Nasdaq or any other national securities exchange.
We own the Class A Common Stock
• Automatic Conversion: On the date that is 18 months from the IPO Date, all of the outstanding shares of Class A Common Stock will be automatically converted into a number of shares of Class B Common Stock equal to the product obtained by multiplying the Conversion Rate on such date by the number of shares of Class A Common Stock outstanding on such date.
“Conversion Rate” means for any date of calculation, the quotient obtained by dividing the Class B Price for such date by the Class A Price for such date.
“Class A Price” means for any date of calculation, the volume-weighted average of prices measured in hundredths of cents of a share of the Class A Stock on the OTC Pink Sheets (or other principal market on which such shares are then traded) for the ten (10) consecutive trading days immediately prior to such date of calculation.
“Class B Price” means for any date of calculation, the volume-weighted average of prices measured in hundredths of cents of a share of the Class B Stock on the Nasdaq Capital Market (or other principal market on which such shares are then traded) for the ten (10) consecutive trading days immediately prior to such date of calculation.
“IPO Date” means the closing date of the IPO.
SO: No trading of our Class A Common Stock for 1½ years
Also, GNBT shares of NGIO are Class A Common Stock
So how will these non-tradable shares be factored into the GNBT pps by the OTC MMs?
Don’t mean to be a downer, just trying to figure out how this all plays out.
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