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
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.
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.
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.