2021.09.26 06:24 SnooFoxes9377 9/23 8-K In depth Reading - Share Dilution Explained - Why This is a SMART MOVE
Hard Mode: Read the Bold Scroll Down for TL;DR
>Item 1.01. Entry into a Material Definitive Agreement.
>*On September 22, 2021,* **Aterian, Inc. (the “Company”) entered into letter agreements (the “Letter Agreements”) with High Trail Investments SA LLC (“High Trail SA”) and High Trail Investments ON LLC (“High Trail ON” and, together with High Trail SA, “High Trail”)** *with respect to those certain senior secured* **promissory notes due 2024** *in an aggregate principal amount of* ***$91.3 million*** *(as amended, the “Notes”). Pursuant to the Letter Agreements, (i) High Trail notified the Company that High Trail declared events of default under the Notes and further notified the Company that High Trail* **accelerated an aggregate of $66.3 million of the principal amount of the Notes**, *requiring the Company to pay* **$76.6 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (collectively, the “Acceleration Amount”)**, (ii) **High Trail agreed, contingent and effective upon the repayment of the Acceleration Amount in shares of the Company’s common stock** *in accordance with the Notes and the Letter Agreements and the satisfaction of all of the Company’s other obligations under the Letter Agreements and the Second Omnibus Amendment (as defined below), to waive the events of default,* (iii) **the Company agreed that until November 1, 2021, the Company will not, subject to certain exceptions, issue, offer, sell or otherwise dispose of any equity security, equity-linked security or related security, and** *(iv)* **the Company agreed that, as a result of the occurrence of the events of default, it no longer has the right to require High Trail to exercise warrants to purchase an aggregate of 3,479,097 shares of the Company’s common stock with exercise prices of $5.1259 per share previously issued to High Trail (collectively, the “Warrants”) if the price of the Company’s common stock exceeds 200% of the exercise price of such Warrants for 20 consecutive trading days and certain other conditions were satisfied.**
>*Under the terms of the Notes,* **High Trail has the right, by delivering a notice to the Company (each, a “Stock Payment Notice”) to require the Company to satisfy its obligation to repay all or any portion of the Acceleration Amount in shares of the Company’s common stock**, *with the number of shares issuable determined by dividing the portion of the Acceleration Amount that High Trail requests, pursuant to a Stock Payment Notice, to be repaid in shares of the Company’s common stock, by 80% of the lesser of (A) the Daily VWAP (as defined in the Notes) on the date of delivery of the Stock Payment Notice, and (B) the average of the lowest two Daily VWAPs during the ten (10) day VWAP trading period ending on the date of delivery of the Stock Payment Notice.* **Pursuant to the Letter Agreement, High Trail agreed to deliver Stock Payment Notices as soon as it is practicable to do so without High Trail and its affiliates collectively beneficially owning in the aggregate in excess of 9.99% of the Company’s outstanding common stock.**
>*In connection with the Letter Agreements, on September 22, 2021, the Company also entered into a Second Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail (the “Second Omnibus Amendment”), whereby:* **(i) the maturity date of the Notes was changed from April 8, 2024 to April 1, 2023;** (ii) *the definition of “Permitted Investment” in the Notes was modified to include an exception for certain acquisitions of all or substantially all of the assets of another person or a majority of the equity interests of another person; (iii) the definition of “Target Adjusted EBITDA” was modified to reflect certain updated projections of the Company;* (iv) the **liquidity requirements as set forth in that certain Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail, dated August 9, 2021 were removed;** (v) **the minimum cash threshold covenant was changed from $30.0 million to $15.0 million;** (vi) *the definition of “Adjusted EBITDA” in the Notes was modified to be equal to not less than the Target Adjusted EBITDA for the three-month period ending on the last day of each applicable fiscal quarter instead of the 12-month period ending on such day; and (vi) the exercise prices of the Warrants were modified to be equal to $0.01. High Trail reserved the right to void the term of the Second Omnibus Amendment in full or in part in the event that the Company breaches any of the terms of the Letter Agreements or otherwise fails to timely deliver shares of stock of the Company to High Trail as required thereunder.*
>*The foregoing descriptions of the Letter Agreements and Second Omnibus Amendment are not complete and are qualified in their entirety by reference to the full texts of the Letter Agreements and Second Omnibus Amendment, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.*
>**Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.**
>*The information contained under Item 1.01 is hereby incorporated by reference in its entirety into this Item 2.04.*
So basically what it all says, Aterian in August defaulted on their loan by going below their agreed upon Cash on hand limit. This 8-K they submitted is another requirement of said default to pay back part of the debt and the money they owed from the original default. With shares, under the stipulation that High trail cannot sell or trade these shares until Nov 1.
This article is putting a spin on the situation making look like High Trail has an interest in shorting the company when really they just made an agreement to pay for debt in shares below the ask price which cannot be exercised until November.
>*As required under the Stock Payment Notices, (i) effective September 22, 2021, the Company issued to the Lenders an aggregate of 3,474,814 shares of the Company’s common stock (the “Sept 22nd Shares”), and (ii) effective September 23, 2021, the Company issued to the Lenders an aggregate of 5,838,096 shares of the Company’s common stock (the “Sept 23rd Shares” and, together with Sept 22nd Shares, the “Shares”). The Shares were issued to the Lenders in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Each of the Lenders previously represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act, and the Shares may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws*. **The Sept 22nd Shares were issued at a price of $8.1212 per share and the Sept 23rd Shares were issued at a price of $8.2808 per share**. *In accordance with the Notes, the price at which the Shares was issued was equal to 80% of the lesser of (A) the Daily VWAP (as defined in the Notes) on the date of delivery of the applicable Stock Payment Notice, and (B) the average of the lowest two Daily VWAPs during the ten (10) day VWAP trading period ending on the date of delivery of such Stock Payment Notice.*
So long story short, instead of paying them cash, they paid in shares at 8 dollars a share. They have also submitted a form along with the restructure claiming to be an "emerging growth company" which filed an 'accelerating filer' meaning they are anticipating large growth in the near future which would qualify them for the accelerating filer to pay off debt before the terms were due.
You are absolutely correct. Looking to scare retail traders away from the biggest squeeze this quarter.
Edit: Except it was not insider shares, it was common stock shares. The ones we are investing in right now. Dilution would only occur when the stocks come into being tradable.
Lets talk about dilution:
>***What Is Share Dilution?***
>Share dilution happens when a company issues additional stock.1 Therefore, shareholders' ownership in the company is reduced, or diluted when these new shares are issued.
>Assume a small business has 10 shareholders and that each shareholder owns one share, or 10%, of the company. If investors receive voting rights for company decisions based on share ownership, then each one would have 10% control.
>Suppose the company then issues 10 new shares and a single investor buys them all. There are now 20 total shares outstanding and the new investor owns 50% of the company. Meanwhile, each original investor now owns just 5% of the company—one share out of 20 outstanding—because their ownership has been diluted by the new shares.
Lets apply the same logic to Aterian; currently has 56,639,538 outstanding shares. This new deal will add 3,474,814 more shares to the pool once they are able to be traded. You divide the amount of outstanding shares by how many shares you have added and multiply by 100 you get a % of change.
>56,639,538 + 3,747,814 = 60,387,352 Outstanding Shares After Nov. 1
3747814 ÷ 56639538 = 0.0661695722164965 x 100 = 6.6195722164965%
>Current closing share price: 12.96 @ 56.639.538 O/S
>56,639,538 + 3,747,814 = 60,387,352 Outstanding Shares After Nov. 1
Stock Price if Aggregated shares added: (Therotical)
12.96 - 6.6195722164965% = 12.10210344074205 per share
That's a loss of \~.96 per share **IF THOSE SHARES WERE ADDED TODAY**
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2021.09.26 06:24 Jeff_Jefferson-17 I’m Ok
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2021.09.26 06:24 Unusual_Blacksmith13 CSI Post Grissom
2021.09.26 06:24 dinnerlover Let's rename this sub to OldPeoplePics since Retarded Boomers and 65+ People use reddit now.
2021.09.26 06:24 Repulsive_Cellist_88 Pubs?
2021.09.26 06:24 ayyeetaytay IIL Digable Planets, A Tribe Called Quest, Kendrick Lamar, Mac Miller, Anderson .Paak WEWIL?
2021.09.26 06:24 DerpSt0rm WIP Dump 2
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2021.09.26 06:24 allhaildre Stumped on Foli block revive, help me Reddit!
2021.09.26 06:24 Significant-One-4973 they should make more summoner spells
i miss surge and clairvoyance. list ideas for new spells below. ill start with one:
surge v2: activate to get increased ad/ap adaptive for 8 secs. 210 cd. you get red glow if its AD and blue glow if its AP.
revive v2: activate 5 seconds before death to stay alive. like GA. you will instaspawn where u died with half HP/mana. 360 cd.
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2021.09.26 06:24 _idesofmarch_ My niece is missing in Boise Idaho.
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2021.09.26 06:24 Joint-Tester Rant
This game has been incredibly frustrating. I can’t even start the game without my Xbox first crashing several times. I just had to quit because it crashed for the fourth time in an hour. I deleted the saved data and it did not help.
I bought this game five times. I bought it for myself and gifted it to four friends. Guess how many of them still play it. None. I don’t blame them either.
I know that games have rough starts but I expected at least basic functionality. I have been eagerly awaiting chivalry 2 for years. I don’t even need to list the reasons why it’s damn near impossible to play right now. You all know what they are and it’s a shame that this is happening. I really want to play it but it’s not worth the stress when it keeps showing why it’s a mistake to try.
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2021.09.26 06:24 karmaa559 I made this meme a long time ago (when cold war barely came out) but I came across it while scrolling through my gallery so I decided to post it here lol
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2021.09.26 06:24 machinavelli Asian American intermarriage has gone down over the past 30 years, while everyone else increased
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2021.09.26 06:24 Pasharmaan They have updated it and it costs 200 now.
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2021.09.26 06:24 DeadReligion What is this fruit and what plant does it come from? It has a buttery consisanty, light in flavor, and seeds are really hard to chew.
2021.09.26 06:24 ShineGlittering7567 Help* I am a new player and I’m trying to make a character that has a animal companion.
So I know that a beast master ranger has a companion, and I know that the urchin background gives you a pet mouse but are there any other aspects that give you any others?
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2021.09.26 06:24 zJeldie Tips for dealing with stale sheepdog beard
We got my girl(9mo) a slobber stopper which has helped alot with getting soaked, but her beard seems to need a wash sooner than the rest of her. Does anyone have any tips or tricks for keeping our beards fresh?
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2021.09.26 06:24 boxinggal New Rothy's Code! $30 OFF in September!
2021.09.26 06:24 qwertynotorious New Team 7
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2021.09.26 06:24 reganlynnday Does anyone drive in Santa Barbara full time?
2021.09.26 06:24 prawnbiryani 💗☁🍦🌸🧁🤍🦩
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2021.09.26 06:24 Upbeat_Stage2857 Prinsu rack all together .. mounting to truck tomorrow. Not looking forward to drilling into the roof. Wish me luck 😂
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2021.09.26 06:24 fishandchipsky How to stand out
Context: I’m a senior
Suppose I didn’t start a nonprofit at age 12, or do biological research through high school, or place high in some kind of national competition. For applying to Ivies (1-2 max) and schools like MIT, what strategies can I use to stand out? Are godly essays my best shot?
Thanks in advance 👍🏽
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2021.09.26 06:24 cexi_boi69 i hope this hasn't been done before
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2021.09.26 06:24 Zdaann Halo Infinite's sandbox feels underwhelming
The sandbox in Infinite feels underwhelming, none of the guns have a distinct feel or cadence to them outside the BR. In previous Halo games weapons felt like they had a firing cadence to them in which you used that time to aim, strafe, and shoot. A large amount of weapons in the flight are either fully automatic or have an extremely fast rate of fire where which doesn't feel satisfying. Weapons like the Commando and pistol feel inconsistent and unsatisfying due to their high rate of fire and inaccuracy and they feel underwhelming as a result. The weapons as they are right now feel homogenized and lack niches making them uninteresting. What doesn't help is that I feel that the maps right have a lack of weapon spawns compared to previous Halo games you have one power weapon and one power up per map with maybe one or two spawns for weapons like BCommando and Heatwave/Bulldog. What I'm wondering is how does everyone else feel about the current sandbox and weapon distribution within the game?
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