Talk about confusion. Look at this I extracted fr
Post# of 36566
(Total Views: 264)
Posted On: 08/20/2020 5:42:44 PM
Talk about confusion. Look at this I extracted from the S1. Who are these "Friends of Generex"?
As discussed under the section of “Corporate History”, we consummated the acquisition of certain assets of Veneto in 2018 in two closings. The aggregate price for these assets was $30,000,000. We issued a note in the principal amount of $35,000,000. In addition, we agreed to assume approximately $3.4 million in outstanding institutional debt of Veneto subsidiaries, but will have use of Veneto cash which would otherwise have been applied to paying down the debt.
On March 28, 2019, we entered into an amendment agreement with Veneto and the equity owners of Veneto to restructure the payment of the obligation that in satisfaction of all obligations we would cause to be delivered 8,400,000 shares of our common stock on or before April 22, 2019; plus an aggregate 5,500,000 shares of the Company’s subsidiary, common stock of NGIO, Inc. We and the Veneto Members further agreed to certain downside protection between $2.50 per share and $1.50 per share subject to terms and conditions contained in the agreement.
The 8,400,000 Generex Shares were delivered on May 23, 2019 provided by the Friends of Generex Trust, but due to the current and ongoing litigation with the Veneto Members, the Antigen Shares have not been delivered. The provided by the Friends of Generex Trust were already issued and outstanding and did not result in any expense of the Company. Since these shares were transferred by a shareholder to settle an obligation of the Company, the value of the shares provided by the Friends of the Generex Trust to settle the debt was reflected in the financial statements as an additional to contributed (paid-in) capital (the “Trust Shares”).
As discussed under the section of “Corporate History”, we consummated the acquisition of certain assets of Veneto in 2018 in two closings. The aggregate price for these assets was $30,000,000. We issued a note in the principal amount of $35,000,000. In addition, we agreed to assume approximately $3.4 million in outstanding institutional debt of Veneto subsidiaries, but will have use of Veneto cash which would otherwise have been applied to paying down the debt.
On March 28, 2019, we entered into an amendment agreement with Veneto and the equity owners of Veneto to restructure the payment of the obligation that in satisfaction of all obligations we would cause to be delivered 8,400,000 shares of our common stock on or before April 22, 2019; plus an aggregate 5,500,000 shares of the Company’s subsidiary, common stock of NGIO, Inc. We and the Veneto Members further agreed to certain downside protection between $2.50 per share and $1.50 per share subject to terms and conditions contained in the agreement.
The 8,400,000 Generex Shares were delivered on May 23, 2019 provided by the Friends of Generex Trust, but due to the current and ongoing litigation with the Veneto Members, the Antigen Shares have not been delivered. The provided by the Friends of Generex Trust were already issued and outstanding and did not result in any expense of the Company. Since these shares were transferred by a shareholder to settle an obligation of the Company, the value of the shares provided by the Friends of the Generex Trust to settle the debt was reflected in the financial statements as an additional to contributed (paid-in) capital (the “Trust Shares”).
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