December 19, 2017 12:55pm
As it launches convertible stock A and B offerings ...
NWBO is commencing a general solicitation Regulation D offering to accredited investors. The Offering will remain open for execution of subscription agreements until 5:30 pm EST on Wednesday, December 27, 2017, and the closing is expected to take place on Friday, December 29, 2017.
Each share of Series B Preferred Stock will be convertible into 10 shares of common stock (when common shares are available), as the Series A Preferred Stock also is. The Series B shares will be priced at $2.30 per share, converting to common stock at $0.23 per share. Each share of Series B Preferred Stock will be convertible into 10 shares of common stock (when common shares are available), as the Series A Preferred Stock also is. The Series B shares will be priced at $2.30 per share, converting to common stock at $0.23 per share.
This Offering responds to repeated shareholder requests for an opportunity to participate in the Company's financings on similar terms as the institutional investors and others in those financings. The Company has again been receiving such requests following the recent Series A Preferred Stock financing. The new offering is expected to involve both existing and new investors, targeting those who did not have the opportunity to participate in earlier rounds, with emphasis on long-term holders. The money raised in the new round will further strengthen the Company's balance sheet going into the New Year.
This Offering will be in the form of Series B Preferred Stock convertible into the Company's common stock, and warrants exercisable for common stock. The terms of the Series B Preferred Stock will be substantially similar to the Series A Preferred Stock and Warrants, except for the offering price per share and warrant exercise price, which have been adjusted to reflect current market conditions, and except that the Series B Preferred Stock will be unregistered, as is required for a Regulation D offering involving general solicitation pursuant to Rule 506(c) under the Securities Act of 1933, as amended (the "Securities Act").
The purchasers of Series B Preferred will also receive warrants for a number of common shares equal to the number of Series B conversion shares. Similarly, the purchasers of Series A Preferred received warrants for a number of common shares equal to the number of Series A conversion shares.
The Series B Preferred will not be registered under the Securities Act and can only be purchased in the Offering by persons who qualify as "accredited investors" under Regulation D. The Series B Preferred may become tradable after 6 months under Rule 144. Although the Series A Preferred was registered under the Securities Act, it, like the Series B Preferred, is subject to certain other restrictions on transfer and conversion, as a result of which the Series A Preferred cannot be transferred until after a shareholder vote takes place to increase the Company's authorized shares or after 6 months following issuance and may not be converted into common stock unless the Company has sufficient authorized and available shares of common stock to satisfy the conversion.
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