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0.5¢ unilife corporation

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Timber7

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141

17/12/15

12:01

Post #: 16634550
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Originally posted by Turfs4Sale ↑

Trigger Events. Trigger Events are defined in the Certificate of Designations to include our failure to timely deliver any shares issuable upon conversion of the Series A Preferred Stock or our notice that we do not intend to comply with a conversion notice, our uncured breach of the Certificate of Designations or any transaction documents, the occurrence of certain defaults under our material agreements, the suspension of our NASDAQ listing, bankruptcy, the appointment of receiver, our failure to timely file report under the Securities Exchange Act of 1934, as amended, or the unenforceability of any material provision of the Certificate of Designations.
On November 13, 2015, the Fund delivered to the Company a notice of conversion for 50 shares of Series A Preferred Stock (the “First Conversion Notice”). On November 19, 2015, the Fund delivered to the Company another notice of conversion for 200 shares of Series A Preferred Stock (the “Second Conversion Notice”). On December 16, 2015, the Fund delivered to the Company a third notice of conversion for shares of Series A Preferred Stock in the amount of 50 shares of Series A Preferred Stock and requesting 2,369,991 shares of common stock (the “Third Conversion Notice and together with the First Conversion Notice and the Second Conversion Notice, the “Conversion Notices”). The calculations in the Conversion Notices assume the occurrence of Trigger Events. The Fund has alleged that Trigger Events have occurred but the Company disputes

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the occurrence of any Trigger Event and has reserved all rights and remedies, including the right to initiate an arbitration related to this dispute. While disputing the claims made in the Conversion Notices, (i) on November 23, 2015, the Company issued 3,332,706 shares of its common stock to the Fund representing the number of additional shares that the Company believes the Fund would be entitled to receive in connection with the First Conversion Notice and the Second Conversion Notice as a result of a Trigger Event, beyond the 3,928,936 shares and $280,000 in cash that the Company had already issued and paid in connection with the First Conversion Notice and the Second Conversion Notice on the basis that no Trigger Event had occurred; and (ii) the Company intends to issue the Fund 2,369,991 shares of common stock in connection with the Third Conversion Notice.
As described under “Dividends” and “Conversion” above, the amount of any dividend or conversion premium varies based on the Company’s share price during the applicable Measurement Period. If the Company’s share price declines during the Measurement Period with respect to a conversion notice, the Fund is entitled to recalculate the number of shares owed to the Fund pursuant to such conversion notice and the Company is then required to issue the additional shares owed. The number of days in the Measurement Period is significantly greater in a Trigger Event scenario. In response to notices from the Fund following the Fund’s recalculation of the number of shares owed on the First Conversion Notice and the Second Conversion Notice, the Company issued an additional 1,399,271 shares of common stock as additional conversion premium with respect to the First Conversion Notice and the Second Conversion Notice as a result of a decline in the share price during the applicable Measurement Periods. Substantially all of such additional shares would only be owed in the event of a Trigger Event due to the impact of the lengthier Measurement Period.
Assuming (i) the dividend and conversion premium are paid in shares of common stock instead of cash and (ii) no Trigger Event has occurred, we estimate that we may need to issue up to (x) approximately 10.3 million additional shares of our common stock if all remaining preferred shares were converted at a time when the lowest daily volume weighted average price during the applicable measurement period is $0.70 at a dividend rate of 8% or up to (y) approximately 17.9 million additional shares of our common stock if all remaining preferred shares were converted at a time when the lowest daily volume weighted average price during the applicable measurement period is $0.50 at a dividend rate of 14%; provided, however, that any such share issuance would be subject to the 4.99% or 9.99% limitation described in “Issuance Limitation” above.
Assuming (i) the dividend and conversion premium are paid in shares of common stock instead of cash and (ii) the occurrence of a Trigger Event, we estimate that we may need to issue up to (x) approximately 22.3 million additional shares of our common stock if all remaining preferred shares were converted at a time when the lowest daily volume weighted average price during the applicable measurement period is $0.70 at a dividend rate of 18% or up to (y) approximately 41.4 million additional shares of our common stock if all remaining preferred shares were converted at a time when the lowest daily volume weighted average price during the applicable measurement period is $0.50 at a dividend rate of 24%; provided, however, that any such share issuance would be subject to the 4.99% or 9.99% limitation described in “Issuance Limitation” above.
Subject to the 4.99% or 9.99% limitation described in “Issuance Limitation” above (i) if the lowest daily volume weighted average price falls below $0.50, we would be required to issue more shares of our common stock under a Trigger Event scenario and under a non-Trigger Event scenario, respectively, than indicated in the preceding two paragraphs; and (ii) if the lowest daily volume weighted average price increases above $1.50, we would be required to issue fewer shares of our common stock under a Trigger Event scenario and under a non-Trigger Event scenario, respectively, than indicated in the preceding two paragraphs.
The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 to the November 9^th 8-K.

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I'm glad someone else has finally raised this. i.e we are heading towards VWAP of 0.50 which means 41M shs instead of 20M. This rep. ~28% of iss common stk.

Oops.

UNS Price at posting: 13.0¢ Sentiment: Buy Disclosure: Held
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0 Great analysis

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