I am pretty frustrated with the quality and presentation of some of the info we got over the past couple of days. Here are a few items that I'm a little perturbed about, and maybe someone can clear some of this up for me (at which point I'll be happy to apologize for my lack of understanding).
1) No one commented on my previous post, so I'll ask w better document references.
Does no one find it strange and confusing how history was revised between the Feb 18 S-1 and the S-1A on Monday?
Regarding the Oasis financing:
Original, page 9:
On November 25, 2019, we entered into a purchase agreement with Oasis, which we refer to in this prospectus as the “Oasis Purchase Agreement”, pursuant to which Oasis has agreed to purchase from us up to $40,000,000 of our common stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of thegreement(subject to certain limitations) from time to time over a 36-month period. We also issued to Oasis 1,228,501 shares under the Oasis Purchase Agreement upon execution thereof. Also on December 6, 2019, we entered into a registration rights agreement, or the “Oasis Registration Rights Agreement”, with Oasis, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 15,542,133 of the shares that have been or may be issued to Oasis under the Oasis Purchase Agreement.
Amended, page 6:
On November 25, 2019, we entered into a purchase agreement with Oasis, which we refer to in this prospectus as the “Oasis Purchase Agreement”, pursuant to which Oasis has agreed to purchase from us up to $40,000,000 of our common stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of thegreement(subject to certain limitations) from time to time over a 36-month period. We also issued to Oasis 1,719,901 shares under the Oasis Purchase Agreement upon execution thereof. Also on December 6, 2019, we entered into a registration rights agreement, or the “Oasis Registration Rights Agreement”, with Oasis, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 21,758,986 of the shares that have been or may be issued to Oasis under the Oasis Purchase Agreement.
________________________________________
It is NOT true that both of these scenarios happened, with different quantities of stock being issued to open the deal with Oasis and different quantities of stock being registered with the SEC on the same dates.
Shouldn't this be stated as a change to the original plan, with a restatement of the filing to the SEC with the new quantity?
Or separately, were the shares not actually issued in November, and none of this is approved, so it hasn't actually happened yet?
One way or another, history cannot be simply altered, despite what some people in this country seem to think.
2) The same idea is true for the Discover deal:
Original, page 7:
On December 9, 2019, we entered into a purchase agreement with Discover Growth Fund LLC (“Discover”), pursuant to which we issued and sold to Discover an original issue discount convertible note (the “Discover Note”) in the principal amount of $2,200,000, for a purchase price of $2,000,000. We also issued to Discover 100,000 shares of common stock.
This prospectus includes the resale of 11,100,000 shares of common stock issued or issuable to Discover, including 100,000 shares upon execution of the purchase agreement with Discover, and 11,00,000 shares of common stock issuable upon conversion of the Discover Note.
Amended, page 10:
On December 9, 2019, we entered into a purchase agreement with Discover Growth Fund LLC (“Discover”), pursuant to which we issued and sold to Discover an original issue discount convertible note (the “Discover Note”) in the principal amount of $2,200,000, for a purchase price of $2,000,000. We also issued to Discover 140,000 shares of common stock.
This prospectus includes the resale of 15,540,000 shares of common stock issued or issuable to Discover, including 140,000 shares upon execution of the purchase agreement with Discover, and 15,400,000 shares of common stock issuable upon conversion of the Discover Note.
_______________________________________
Maybe that is an adjustment due to the lawsuit, and this is a recalculation to resolve the fact that the deal was set up in an incalculable way?
If so, it again seems strange to me that it is simply restated as if that is how it originally happened, as opposed to saying "here is the amended deal we entered to settle our disagreement over the terms"... because it isn't true that GNBT issued both 100k and 140k shares to Discover on 12/9/19, and the millions of shares stated to be issued are not what was originally agreed upon... so explain the new deal, don't restate it as if that's how it was agreed upon on the original date.
3) (I suppose this is the one Pokey was really alluding to earlier, but I haven't heard back from him.)
I can't find any difference between the S-1 for the preferred stock offering and the S-1A that was issued on that same offering. Not only that, but the S-1A was filed 2 hours before the S-1 was actually filed. Could that be the entirety of it, that they mistakenly filed it as an S-1A and then had to file it as an original S-1? Good grief.
4) How does a 10MM discrepancy in outstanding shares get publicized? If the OS is ~80MM shares, then let's be certain we don't put out an S-1 that says it's 90MM shares!
5) Holy crap, what is THIS (appears to be new - Page 35 of the Pref Shares S-1):
We are subject to a court order that prohibits us from issuing shares.
In connection with an action brought against us by Iliad, we are subject to a court order that prohibits us from issuing any shares of stock without receiving court approval (see “Legal Proceedings”). If the order continues to be in place and we obtain approval from the court to issue the Series A Preferred Stock, we may still be unable to obtain the court’s consent for additional issuances of our shares of stock. This may have a material adverse effect on our ability to raise capital and on our liquidity and capital resources.
1) No one commented on my previous post, so I'll ask w better document references.
Does no one find it strange and confusing how history was revised between the Feb 18 S-1 and the S-1A on Monday?
Regarding the Oasis financing:
Original, page 9:
On November 25, 2019, we entered into a purchase agreement with Oasis, which we refer to in this prospectus as the “Oasis Purchase Agreement”, pursuant to which Oasis has agreed to purchase from us up to $40,000,000 of our common stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of thegreement(subject to certain limitations) from time to time over a 36-month period. We also issued to Oasis 1,228,501 shares under the Oasis Purchase Agreement upon execution thereof. Also on December 6, 2019, we entered into a registration rights agreement, or the “Oasis Registration Rights Agreement”, with Oasis, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 15,542,133 of the shares that have been or may be issued to Oasis under the Oasis Purchase Agreement.
Amended, page 6:
On November 25, 2019, we entered into a purchase agreement with Oasis, which we refer to in this prospectus as the “Oasis Purchase Agreement”, pursuant to which Oasis has agreed to purchase from us up to $40,000,000 of our common stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of thegreement(subject to certain limitations) from time to time over a 36-month period. We also issued to Oasis 1,719,901 shares under the Oasis Purchase Agreement upon execution thereof. Also on December 6, 2019, we entered into a registration rights agreement, or the “Oasis Registration Rights Agreement”, with Oasis, pursuant to which we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 21,758,986 of the shares that have been or may be issued to Oasis under the Oasis Purchase Agreement.
________________________________________
It is NOT true that both of these scenarios happened, with different quantities of stock being issued to open the deal with Oasis and different quantities of stock being registered with the SEC on the same dates.
Shouldn't this be stated as a change to the original plan, with a restatement of the filing to the SEC with the new quantity?
Or separately, were the shares not actually issued in November, and none of this is approved, so it hasn't actually happened yet?
One way or another, history cannot be simply altered, despite what some people in this country seem to think.
2) The same idea is true for the Discover deal:
Original, page 7:
On December 9, 2019, we entered into a purchase agreement with Discover Growth Fund LLC (“Discover”), pursuant to which we issued and sold to Discover an original issue discount convertible note (the “Discover Note”) in the principal amount of $2,200,000, for a purchase price of $2,000,000. We also issued to Discover 100,000 shares of common stock.
This prospectus includes the resale of 11,100,000 shares of common stock issued or issuable to Discover, including 100,000 shares upon execution of the purchase agreement with Discover, and 11,00,000 shares of common stock issuable upon conversion of the Discover Note.
Amended, page 10:
On December 9, 2019, we entered into a purchase agreement with Discover Growth Fund LLC (“Discover”), pursuant to which we issued and sold to Discover an original issue discount convertible note (the “Discover Note”) in the principal amount of $2,200,000, for a purchase price of $2,000,000. We also issued to Discover 140,000 shares of common stock.
This prospectus includes the resale of 15,540,000 shares of common stock issued or issuable to Discover, including 140,000 shares upon execution of the purchase agreement with Discover, and 15,400,000 shares of common stock issuable upon conversion of the Discover Note.
_______________________________________
Maybe that is an adjustment due to the lawsuit, and this is a recalculation to resolve the fact that the deal was set up in an incalculable way?
If so, it again seems strange to me that it is simply restated as if that is how it originally happened, as opposed to saying "here is the amended deal we entered to settle our disagreement over the terms"... because it isn't true that GNBT issued both 100k and 140k shares to Discover on 12/9/19, and the millions of shares stated to be issued are not what was originally agreed upon... so explain the new deal, don't restate it as if that's how it was agreed upon on the original date.
3) (I suppose this is the one Pokey was really alluding to earlier, but I haven't heard back from him.)
I can't find any difference between the S-1 for the preferred stock offering and the S-1A that was issued on that same offering. Not only that, but the S-1A was filed 2 hours before the S-1 was actually filed. Could that be the entirety of it, that they mistakenly filed it as an S-1A and then had to file it as an original S-1? Good grief.
4) How does a 10MM discrepancy in outstanding shares get publicized? If the OS is ~80MM shares, then let's be certain we don't put out an S-1 that says it's 90MM shares!
5) Holy crap, what is THIS (appears to be new - Page 35 of the Pref Shares S-1):
We are subject to a court order that prohibits us from issuing shares.
In connection with an action brought against us by Iliad, we are subject to a court order that prohibits us from issuing any shares of stock without receiving court approval (see “Legal Proceedings”). If the order continues to be in place and we obtain approval from the court to issue the Series A Preferred Stock, we may still be unable to obtain the court’s consent for additional issuances of our shares of stock. This may have a material adverse effect on our ability to raise capital and on our liquidity and capital resources.
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