INCREASED HHSE PRICE IMPACTS INITIAL/IMPROVING S-1
Post# of 7290
2 PART POST
* FIRST, CONTAINS AN EXCERPT FROM HHSE INVESTOR RELATIONS BLOG.
* SECOND, 3 DAYS LATER 8-K FILED WITH SEC.
HHSE INVESTOR RELATIONS
MONDAY, FEBRUARY 22, 2021
MARKETPLACE PARADIGM SHIFT IMPACTS CRITICAL TIMING FOR HHSE & MAJOR STUDIOS
3). IMPROVING HHSE PPS IMPACTS S-1 OFFERING - The recent improvement in both volume and pricing of HHSE common stock shares in the public market has generated concerns among some HHSE shareholders about our S-1 share offerings. The intent of the S-1 is to raise funds for the expansion and marketing of MyFlix (along with a provision for 30% of proceeds to be utilized for existing payables and debt management). As currently drafted, the three S-1 stock sale tranche's are each at 50-million shares, with the first at $.03 (e.g., $1.5-mm), the second at $.05 (e.g., $2.5-mm) and the final at $.08 (e.g., $4-mm) - as these share prices were structured to be a " PREMIUM TO CURRENT MARKET PRICES " . With the recent improvement in HHSE pricing, $.03 is no longer likely to be a premium price - and may, in fact (in days), be a discounted price to the trajectory of HHSE share prices at this time. Accordingly, a revision is anticipated in the pricing levels for the S-1 and this would result in a reduction of total S-1 shares being offered being reduced from 150-mm total to a more likely level of 100-mm or slightly less. A revision of the S-1 offering will be posted in the next few days to the S.E.C. via a Form 8 statement, as prior formal notification to the market is recommended by counsel.
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THURSDAY FEBRUARY 25, 2021
FORM 10: 8-K
1). S1 OFFERING – INITIAL PRICING ADJUSTMENT – In respect of a recent improvement in both the volume and price per share for HHSE common stock, the Board of Directors reviewed a proposal to adjust the S1 offering to set higher pricing and lower total shares sold as a means to achieve the same corporate fund-raising goal (e.g., $1.5-mm initially, $2.5-mm as a secondary raising and $4-mm as a final raising). As previously structured, each raising was to offer 50-million common stock shares. The first offering was to offer shares at $.03 each, followed by offerings at $.05 and $.08 for the second and third tranches, respectively. Due to the improvement in the HHSE share prices, the $.03 share level for the first S1 tranche may no longer represent a significant premium price over market trading, which has been a stated goal of management. It is management’s position that a premium price for the S1 tranches can be justified both from a standpoint of the demonstrable improvement that occurs to the HHSE pricing when faced with volume buys, as well as the goal to create a greater incentive for the S1 purchasers to hold onto the shares for a longer than the short-hold cycle that many in the general marketplace.
Accordingly, and subject to consultation from legal counsel, the Board approved a revision of the S1 offering to be modified as follows: a). The First Tranche of shares will be offered at $.05 each, with an allocation of 30-million shares; b). The Second Tranche of shares will be offered at $.08 each, with an allocation of 30-million shares; c). The Third Tranche of shares will be offered at $.10 each with an allocation of 40-million shares.
This plan, if approved by counsel and implemented, will result in a total potential issuance of 100-million shares, as opposed to the prior structure which would require the sale of 150-million shares to raise substantially the same amount of capital for HHSE (e.g., $7.9-mm instead of $8-mm).
*** S-1 = .05 +.08 +.10 = 100,000,000 SHARES ***
8-K: B.O.D. MEETING MINUTES - FEBRUARY. 25, 2021:
https://www.sec.gov/Archives/edgar/data/10696...46/ex1.htm