Please correct me if I am reading these reports wrong. Also, I haven't combed through all the shares that were issued since the last annual report came out, so the number may be a little low. But also the table stated it was using numbers from March 14, 2021 so it might not be that far off. Anyway I think the amount of issue shares for Pasaca to get to 51% would be much less than you are thinking. From the last 10-K page 55:
Pasaca Capital, Inc. (10) 249,661,287 26.5%
Includes 249,661,287 shares of common stock issuable upon conversion of debentures.
Percentages in the table were based upon 693,367,942 common shares outstanding as of March 14, 2021.
Elsewhere in the report it states: As of March 19, 2021, the issuer had 699,339,396 shares of common stock, $0.001 par value per share outstanding.
Furthermore the agreement states:
On January 26, 2021, ..yada yada... The Senior Note is convertible into 154,228,625 shares of the Company’s common stock (the “Note Shares”).
Since the 10-K references percentages based upon common shares outstanding as of March 14th, 2021 I am assuming the 154M shares are included in the 249M number above.
At the second closing, Pasaca will purchase common stock of the Company (“Common Stock”) in an amount such that, after such purchase and the conversion of the Senior Note into the Note Shares, Pasaca will own fifty-one percent (51.0%) of the fully diluted common stock of the Company. The purchase price for the Common Stock to be sold in the second closing is $10,500,000.
So if my math is correct, roughly 220,000,000 share would need to be issued to get Pasaca to 51% and this in exchange for $10.5M.
Although it would have been nice if Pasaca were buying these shares on the open market like some people have suggested, reading the agreement I believe that was never intended. Furthermore I agree with you, the filing F... up was a major disaster and I am not in favor of a reverse split in the long term. However, I do not believe the deal is NOT all of a sudden a bad deal. With the current share price, Pasaca is trading $10.5M for $6.6M worth of stock. It is unfortunate that the share price is at where it is currently. However this deal actually adds shareholder value rather than lower it and the company is clearly in need of some management help. Lastly, a reverse split before or after issuance of Pasaca shares makes no difference. 51% remains 51%.
Pasaca Capital, Inc. (10) 249,661,287 26.5%
Includes 249,661,287 shares of common stock issuable upon conversion of debentures.
Percentages in the table were based upon 693,367,942 common shares outstanding as of March 14, 2021.
Elsewhere in the report it states: As of March 19, 2021, the issuer had 699,339,396 shares of common stock, $0.001 par value per share outstanding.
Furthermore the agreement states:
On January 26, 2021, ..yada yada... The Senior Note is convertible into 154,228,625 shares of the Company’s common stock (the “Note Shares”).
Since the 10-K references percentages based upon common shares outstanding as of March 14th, 2021 I am assuming the 154M shares are included in the 249M number above.
At the second closing, Pasaca will purchase common stock of the Company (“Common Stock”) in an amount such that, after such purchase and the conversion of the Senior Note into the Note Shares, Pasaca will own fifty-one percent (51.0%) of the fully diluted common stock of the Company. The purchase price for the Common Stock to be sold in the second closing is $10,500,000.
So if my math is correct, roughly 220,000,000 share would need to be issued to get Pasaca to 51% and this in exchange for $10.5M.
Although it would have been nice if Pasaca were buying these shares on the open market like some people have suggested, reading the agreement I believe that was never intended. Furthermore I agree with you, the filing F... up was a major disaster and I am not in favor of a reverse split in the long term. However, I do not believe the deal is NOT all of a sudden a bad deal. With the current share price, Pasaca is trading $10.5M for $6.6M worth of stock. It is unfortunate that the share price is at where it is currently. However this deal actually adds shareholder value rather than lower it and the company is clearly in need of some management help. Lastly, a reverse split before or after issuance of Pasaca shares makes no difference. 51% remains 51%.
