Made in USA
Elio Addict
https://www.sec.gov/Archives/edgar/data/1531266/000156761917001564/s001747x1_s1.htm
"These warrants are exercisable until December 2020"
The ownership of our Common Stock is concentrated among existing executive officers and directors.
Our executive officers and directors own beneficially, in the aggregate, approximately % of the outstanding shares of our Common Stock. As a result, they are able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Certificate of Incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of Elio Motors or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.
Our issuance of convertible notes, options and warrants could substantially dilute the interests of shareholders and depress the market price for our Common Stock.
Convertible notes in the amount of approximately $1.8 million as of May 31, 2017 are convertible by the holders into shares of our Common Stock at any time prior to their maturity in 2022 at a conversion price equal to $5.98 per share. In addition, we issued to designees of Network 1 Financial Securities, Inc., the placement agent for our convertible note offering, warrants to purchase up to 107,245 shares of Common Stock at $5.98 per share. These warrants are exercisable until December 2020. Warrants to purchase a total of 6,068 shares at $5.98 per share, issued to parties that provided services in connection with our 2015 Regulation A offering, can be exercised until 2019 and 2023. We entered into option agreements with Stuart Lichter that allow him to purchase 1,887,554 shares at $5.56 per share and 58,824 shares at $17.00 per share. These option agreements expire in 2025 and 2021, respectively. We issued warrants to purchase 25,000 shares at $20.00 per share, which are exercisable until November 2021. We also issued 389,000 employee stock options exercisable at $19.68 per share. These employee stock options expire in October 2023. Lastly, we have issued two series of preferred stock that may convert into a total of 531,416 shares of Common Stock. Accordingly, these future issuances of Common Stock could substantially dilute the interests of our existing shareholders and future investors.
The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After this offering, we will have outstanding shares of our Common Stock, based on the number of shares outstanding as of May 31, 2017. This includes the shares included in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders.
"These warrants are exercisable until December 2020"
The ownership of our Common Stock is concentrated among existing executive officers and directors.
Our executive officers and directors own beneficially, in the aggregate, approximately % of the outstanding shares of our Common Stock. As a result, they are able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Certificate of Incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of Elio Motors or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.
Our issuance of convertible notes, options and warrants could substantially dilute the interests of shareholders and depress the market price for our Common Stock.
Convertible notes in the amount of approximately $1.8 million as of May 31, 2017 are convertible by the holders into shares of our Common Stock at any time prior to their maturity in 2022 at a conversion price equal to $5.98 per share. In addition, we issued to designees of Network 1 Financial Securities, Inc., the placement agent for our convertible note offering, warrants to purchase up to 107,245 shares of Common Stock at $5.98 per share. These warrants are exercisable until December 2020. Warrants to purchase a total of 6,068 shares at $5.98 per share, issued to parties that provided services in connection with our 2015 Regulation A offering, can be exercised until 2019 and 2023. We entered into option agreements with Stuart Lichter that allow him to purchase 1,887,554 shares at $5.56 per share and 58,824 shares at $17.00 per share. These option agreements expire in 2025 and 2021, respectively. We issued warrants to purchase 25,000 shares at $20.00 per share, which are exercisable until November 2021. We also issued 389,000 employee stock options exercisable at $19.68 per share. These employee stock options expire in October 2023. Lastly, we have issued two series of preferred stock that may convert into a total of 531,416 shares of Common Stock. Accordingly, these future issuances of Common Stock could substantially dilute the interests of our existing shareholders and future investors.
The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After this offering, we will have outstanding shares of our Common Stock, based on the number of shares outstanding as of May 31, 2017. This includes the shares included in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders.
