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The cascade above is filtered to Promissory Notes. Reset to blended view.
“Series A Preferred Stock We are authorized to issue up to 100,000,000 shares of Series A Preferred Stock, par value $0.0001, of which there are currently 540,000 shares issued and outstanding. Voting Each holder of our Series A Preferred Stock is entitled to 100 votes per 1 share of Series A Preferred Stock held. Conversion Rights There are no conversion rights for the Series A Preferred Stock. Liquidation Rights The holders of Series A Preferred Stock do not have preference in the event of liquidation and are deemed on par with the issued and outstanding shares of common”— PPM p. 44
“Series B Preferred Stock We are authorized to issue up to 1,000,000 shares of Series B Preferred Stock, par value $0.0001, of which there are currently 0 shares issued and outstanding. 40 Table of Contents Voting Each holder of our Series B Preferred Stock is entitled to 10 votes per 1 share of Series B Preferred Stock held.”— PPM p. 44
“Series C Preferred Stock We are authorized to issue up to 3 shares of Series C Preferred Stock, par value $0.0001, of which there are currently 1 share issued and outstanding. Voting If at least 1 share of Series C Preferred Stock is issued, then the aggregate of the total issued and outstanding Series C Preferred shall have voting rights equal to 4 times the sum of a) the total number of common stock issued and outstanding at the time of voting, plus b) the total number of Series B Preferred St”— PPM p. 44
“Liquidation Rights The Series D Preferred Stock have priority over all other series of shares in the event of liquidation, dissolution, or winding up.”— PPM p. 45
“Our Common Stock currently trades on the OTC Pink market under the symbol "BNGI:OTCPink"”— PPM p. 44
“The Notes shall carry an interest rate of 8% per annum, compounded and calculated based on 365 days per year. Term The Notes shall have a Term of 60 months. Repayment The Company shall pay interest only payments on a quarterly basis, until the maturity date, after a 2 year grace period”— PPM p. 3
Automated checks across the fund's extracted PPM. Every finding is shown with the evidence it's based on — proven numbers or a verbatim quote and page.
Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.
Description of Capital states 4,646,827,035 common shares outstanding; Note 4 of the financial statements states 4,246,827,035 — a difference of 400,000,000 shares.
“we currently have 4,646,827,035 shares issued and outstanding. ... The common stock of the company is USD. 0.00001 representing 4,246,827,035 shares.”
MD&A states operating cash outflow for FY Jan 31 2019 was ($42,026) but the audited cash flow statement shows ($6,451) — figures are transposed with the financing line.
“Our net cash used in operating activities for the year ended January 31, 2019 was ($42,026) compared to ($89,393) for the year ended January 31, 2018. ... Net cash used in operating activities -6,451 -89,393”
Unfilled date placeholder on the cover page of this Preliminary Offering Circular shipped to investors.
“Preliminary Offering Circular Subject to Completion. Dated _________2019 Bangi Inc.”
Unfilled date placeholder in the Table of Contents header indicates the document is not finalized.
“Offering Circular dated _____, 2019 TABLE OF CONTENTS SUMMARY 2 RISK FACTORS 4”
The 'Series D Preferred Stock' section header is immediately followed by a description referring to 'Series C Preferred Stock' — wrong series name substituted, creating ambiguity about authorized share count.
“Series D Preferred Stock We are authorized to issue up to 100,000,000 shares of Series C Preferred Stock, par value $0.0001, of which there are currently 1,000,000 shares issued and outstanding.”
All financial statement headers throughout the exhibits identify the entity as 'COMPASS BIOTECHNOLOGIES INC.' — the prior name — rather than Bangi Inc., the current issuer name as of the offering.
“COMPASS BIOTECHNOLOGIES INC. ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2019”
Garbled sentence in MD&A Revenues section — 'revenues' used as a verb, creating a doubled and nonsensical construction.
“We did not revenues any revenues for the years ended January 31, 2019 and January 31, 2018.”
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.
The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
How much of a standard institutional due-diligence questionnaire this fund's offering documents answer out of the box. Gaps are questions an allocator will ask directly.
What allocators are saying. Diligence notes, open questions, attached scenarios.
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