holder of the Debentures has agreed contractually not to convert ...
A key word has been left out of the quoted text, namely "each"
Each holder of the Debentures has agreed contractually not to convert the Debentures to the extent that such conversion would result in such holder and its affiliates beneficially owning more than 9.99% of the then outstanding
Common Stock unless at such time the Company is in default under any provision
of the Debentures or under the relevant Securities Purchase Agreement between
the Company and the Investor, or any of the agreements contemplated therein.
How many holders of these debentures are there and what are there potential holdings? Elsewhere in the S-1/A, there is a list of the 17 holders and the amount of their holdings based on the Oct. 31 conversion date used for computational purposes in the registration statement. For 10 of the 17, the number of listed shares is 830,000 each (this figure reflects both debentures and the associated warrants). The number of shares for the 7 others are substantially smaller. As noted in #reply-6605973 , half the debentures are potentially convertible on Dec. 8 per the S-1/A. As of Oct. 31, 4,404,601 IBUY shares were issued and outstanding. 9.99% of this number is 440,020 shares which is slightly more than half of 830,000 (or 415,000). Thus the 9.99% limitation is almost meaningless. Disposition of about 25,000 shares out of the 415K would allow them to pick up the remaining portion of the half potentially convertible (or exercisable in the case of the warrants) after Dec. 8.
For those wishing to refer to the recent S-1/A here is a link:
sec.gov |
