Number of Shares and Warrants Issued in Private PlacementNumber of Shares and Warrants Issued on Private Placement (on 3 Nov 2020) :
Liminal will offer 5,757,894 common shares, along with accompanying warrants to purchase one common share for each common share purchased by an investor, and 557,894 pre-funded warrants to purchase one common share, along with accompanying warrants to purchase one common share for each pre-funded warrant purchased by an investor. The warrants will be exercisable immediately upon issuance, in whole or in part, at an exercise price of $5.50 per share for a term of five years and the pre-funded warrants will be exercisable immediately upon issuance, in whole or in part, at an exercise price of $0.001 per share for a term of five years. The closing of the private placement is expected to occur on or about November 3, 2020, subject to customary closing conditions.
I believe there is a typo on this sentence : 557,894 (should be 5,757,894) pre-funded warrants to purchase one common share (but I could be wrong in which case the 557,984 prefunded warrants is just a 'bonus')
The Private placement as of 3, Nov 2020 is for US$30 MIllion to is for
5,757,894 Common Shares AND 5,757,894 Warrants (exercisable at USD5.50) for USD30 Million
If the 5,757,894 Warrants are exercised at USD5.50, LMNL should then raise another USD31,668,417 and for that they will get another 5,757,984 Common Shares PLUS 557,894 (was it a typo for 5,757,894) pre-funded warrants exercisable at USD0.01 purchase one common share
So, if I understand it correctly, following the issuance of the private placement :LMNL will
Issue 5,757,894 common shares (with 5,757,894 warrants) and receive $30Million (USD 5,21 for one common share and one warrant)
When the 5,757,894 warrants are exercised within 5 years at USD5.50 per share, LMNL will
Issue 5,757,894 common shares and 5,757,894 prefunded warrants and receive (5,757,894 times USD5.50) USD$31,668,417 ($31,6Million)
Issue 557,984 (or 5,757,894 if a typo) common shares when the prefunded warrants are exercised and receive $0.01
So summary (if all warrants are exercised within 5 years) :
if no typo on the number of prefunded warrants, 12,073, 682 common shares will be issued for ($30Million+$31.6Million+$0.01)= $61,668,417 (avg price of USD$5.11 pre share)
if there was a typo on the number of prefunded warrants, then 17,273,682 common shares will be issued for ($30Million+$31.6Million+$0.01)= $61,668,417 (avg price of USD$3.57 pre share)
(BTW I say 'if' they exercise their warrants, it is more like 'when' since the warrants are totally execisable under any scenario)
If I read it correctly as above, LMNL is anticipating the need for another USD31+MIllion over the next 5 years (more like double or triple the USD investments for TV) and the dilution is much worse than when I first read the news release, I thought they were issuing 5,757,894 + 557,894=6,613,578 shares for USD$30Million (avg $4.53/share).
A very convoluted news release to hide how many dilution at such low price indeed.