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In the S-3/A filed last night, there's an 'Opinion

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Post# of 155188
(Total Views: 533)
Posted On: 05/01/2020 11:04:38 AM
Posted By: DJknows
Re: DJknows #31188
In the S-3/A filed last night, there's an 'Opinion Letter' (OL) ... it has a few additional items in it, of note or interest, compared to the original S-3 filed Jan. 31st:

Oringial S-3 OL by Attorney Maura Fleming: 1/31/2020
(i)
6,406,000 shares of common stock (the “Shares”) issuable upon exercise of certain shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”), which are currently issued and outstanding;

(ii)
8,007,500 shares of common stock (the “Warrant Shares”) issuable upon exercise of certain warrants to purchase common Stock (the “Warrants”) named in the Registration Statement, which are currently issued and outstanding; and

(ii)
1,620,000 shares of common stock issued to the selling stockholders in connection with a financial advisory fee arising from a transaction in November 2018.

New S-3/A OL by Attorney Arian Colachis: 4/30/2020
(i)
23,310,000 shares of common stock (the “Shares”) issuable upon conversion of certain shares of the Company’s preferred stock, as follows:

1) 6,406,000 Shares issuable upon conversion of certain shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock), which are currently issued and outstanding; and

2) 16,904,000 Shares issuable upon conversion of certain shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock), which are currently issued and outstanding.

(ii)
14,568,125 shares of common stock (the “Warrant Shares”) issuable upon exercise of certain warrants to purchase common stock, as described in the Registration Statement (collectively, the “Warrants”) as follows:

1) 8,007,500 Warrant Shares issuable upon exercise, at an exercise price of $0.30 per share, of warrants issued in connection with the offering of Series C Preferred Stock;

2) 4,060,625 Warrant Shares issuable upon exercise, at an exercise price of $1.00 per share, of warrants issued in connection with the offering of Series D Preferred Stock; and

3) 2,500,000 Warrant Shares issuable upon exercise, at exercise prices ranging from $0.57 per share to $0.83 per share, of warrants issued to the Company’s Chief Executive Officer and certain other consultants to the Company.

(iii)
4,120,000 shares of common stock (the “Issued Shares”) issued as follows:

1) 1,620,000 shares of common stock issued to certain selling stockholders in connection with financial advisory fees arising from a transaction in November 2018; and

2) 2,500,000 shares of common stock issued in connection with the exercise, at an exercise price of $0.30, of warrants issued on February 4, 2020 and February 12, 2020, and in connection with a long-term convertible (the “Long-term Convertible Note”).

(iv)
3,800,000 shares of common stock (the “Note Shares”) issuable upon conversion, at an exercise price of $4.50 per share, of the Long-term Convertible Note.

(v)
600,000 shares of common stock (the “Option Shares”) issuable upon exercise, at exercise prices ranging from $0.39 per share to $0.63 per share, of stock options issued to certain selling stockholders on September 12, 2019, October 7, 2019, and December 19, 2019 in connection with services provided by consultants to the Company.
____________________________________________________________

Oringial S-3 OL by Attorney Maura Fleming: 1/31/2020

1. when issued in accordance with the terms of the respective shares of Series C Preferred Stock, the Shares will be duly authorized, validly issued, fully paid and non-assessable; and

2. when issued in accordance with the terms of the respective Warrants, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable.

New S-3/A OL by Attorney Arian Colachis: 4/30/2020
1. when issued in accordance with the terms of the respective shares of Series C Preferred Stock and Series D Preferred Stock, the Shares will be duly authorized, validly issued, fully paid and non-assessable;

2. when issued in accordance with the terms of the respective Warrants, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable;

3. the Issued Shares have been duly authorized and validly issued and are fully paid and non-assessable;

4. when issued in accordance with the terms of the Long-term Convertible Note, the Note Shares will be duly authorized, validly issued, fully paid and non-assessable; and

5. when issued in accordance with the terms of the respective stock options, the Option Shares will be duly authorized, validly issued, fully paid and non-assessable.










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