From https://www.sec.gov/Archives/edgar/data/18045
Post# of 36563
(Total Views: 425)
Posted On: 05/20/2021 10:43:13 PM
From https://www.sec.gov/Archives/edgar/data/18045...pre14c.htm
We have no current plans to list the Class A Common Stock on Nasdaq or any other national securities exchange.
Company Conversion Rights
: During the period that begins on the date that is 270 days from the IPO Date, and ends on the date that is one day earlier than 18 months from the IPO Closing Date, the Company may convert all or a portion of the Class A Common Stock into a number of shares of Class B Common Stock equal to the product obtained by multiplying the Conversion Rate on the date of such conversion by the number of shares of Class A Common Stock to be converted on such date. However, not withstanding anything to the contrary stated above, upon the listing of the Class A Common Stock on any national stock exchange, the Class A Common Stock shall no longer be convertible into Class B 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.
My Point:
Class A (NUGX) shares will remain on the OTC Pink unless NUGX gets up listed to NASDAQ which NuGenerex stated has no current plans to do. (However it has not definitively ruled out)
After the IND, if you are a new investor with $20k, do you want to buy NuGenerex shares (regardless of pps) on NASDAQ or on the OTC PINK sheets?
If GNBT wants to raise capital, they can only sell their Class A shares on the OTC Pink for whatever an OTC Pink buyer is willing to pay.
So let’s say after the IPO and IND, the Market values NuGenerex at $500 million. Technically GNBT would own about 60% (after dilution) for $300 million (about $3 pps), but if the NUGX share are only going for $1 pps, the most GNBT could collect is about $64 million (about .$.64 pps)
So my question point is: which pps value, $3 or $.64 will/would the market assign to the GNBT pps? Time will tell, I hope the market will choose the highest value, but we are dealing with the OTC., so anything is possible and nothing is a given.
We have no current plans to list the Class A Common Stock on Nasdaq or any other national securities exchange.
Company Conversion Rights
: During the period that begins on the date that is 270 days from the IPO Date, and ends on the date that is one day earlier than 18 months from the IPO Closing Date, the Company may convert all or a portion of the Class A Common Stock into a number of shares of Class B Common Stock equal to the product obtained by multiplying the Conversion Rate on the date of such conversion by the number of shares of Class A Common Stock to be converted on such date. However, not withstanding anything to the contrary stated above, upon the listing of the Class A Common Stock on any national stock exchange, the Class A Common Stock shall no longer be convertible into Class B 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.
My Point:
Class A (NUGX) shares will remain on the OTC Pink unless NUGX gets up listed to NASDAQ which NuGenerex stated has no current plans to do. (However it has not definitively ruled out)
After the IND, if you are a new investor with $20k, do you want to buy NuGenerex shares (regardless of pps) on NASDAQ or on the OTC PINK sheets?
If GNBT wants to raise capital, they can only sell their Class A shares on the OTC Pink for whatever an OTC Pink buyer is willing to pay.
So let’s say after the IPO and IND, the Market values NuGenerex at $500 million. Technically GNBT would own about 60% (after dilution) for $300 million (about $3 pps), but if the NUGX share are only going for $1 pps, the most GNBT could collect is about $64 million (about .$.64 pps)
So my question point is: which pps value, $3 or $.64 will/would the market assign to the GNBT pps? Time will tell, I hope the market will choose the highest value, but we are dealing with the OTC., so anything is possible and nothing is a given.
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