From a PM: If still on the fence, another protection in S1 beyond Anti-dilution, BR, Fundamental Tra | NAVB Message Board Posts


Navidea Biopharmaceuticals, Inc.

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Msg  37759 of 38233  at  8/12/2022 6:32:06 PM  by

moneyonomics

The following message was updated on 8/12/2022 6:46:39 PM.

From a PM: If still on the fence, another protection in S1 beyond Anti-dilution, BR, Fundamental Transaction, etc....in case of an undefind extreme type registration/corporate event Cashless exercise of warrants option provided

 

Warrants

 

Each warrant entitles the holder to purchase 1,538 shares of common stock at an exercise price of $0.70 per share, subject to adjustment. The warrants will be immediately exercisable and will expire 5 years from the date of issuance. The warrants will be exercisable for cash and, solely during any period when a registration statement for the exercise of the warrants is not in effect, on a cashless basis. We may redeem the warrants for $0.01 per warrant if, among other factors, the volume-weighted average price of our common stock is above $2.10 for ten consecutive trading days, provided that we may not do so prior to 1 year after the issuance date.

 
 

Cashless Exercise

 

If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the warrant, the holder may exercise the warrant on a cashless basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our common stock purchasable upon such exercise.

 
 

We may call the warrants for redemption in certain circumstances.

 

We may call the warrants for redemption, in whole and not in part, at a price of $0.01 per underlying share of common stock at any time 1 year after the issuance date, if, among other conditions, the volume weighted average price of our common stock for each of ten consecutive trading days exceeds $2.10. If we give notice of redemption, you will be forced to sell or exercise your warrants or accept the redemption price. Furthermore, the exercise price must be paid in cash at the time of exercise (to the extent the “cashless” exercise provision for the warrants is not applicable). The notice of redemption could come at a time when it is not advisable or possible for you to exercise the warrants. As a result, you would be unable to benefit from owning the warrants being redeemed. A notice of redemption may also result in our common stock becoming more volatile and being subject to greater selling pressure which could result in declines in the market price for our common stock.
 
 

In certain circumstances, the warrants will be exercisable on a cashless basis. The U.S. federal income tax treatment of an exercise of a warrant on a cashless basis is not clear, and could differ from the consequences described above. It is possible that a cashless exercise could be a taxable event. U.S. holders are urged to consult their tax advisors as to the consequences of an exercise of a warrant on a cashless basis, including with respect to whether the exercise is a taxable event, and their holding period and tax basis in the common stock received.

 

 

 
 
 
 
 
 
 
 
 
 


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