RE: Update from CEO Microsalt regarding MicroVenture IPO.25 Apr 2024 20:20
dear investor
first, please allow me to thank you for your vision and support of microsalt and in our quest to lower the consumption of excess sodium. we have a global vision of a healthier planet, and your support remains important to us as we move forward.
at this time, we would like to offer the following clarification in response to inquiries we have received stemming from the notice you may have received from microventures relating to the ipo of microsalt plc.
microsalt inc. was originally established as a subsidiary of salarius ltd before the crowdfund and this was disclosed in the crowdfund documents. microsalt plc is a company organized under the laws of the united kingdom and microsalt inc.’s biggest shareholder. the listing of plc did not include a reverse merger of microsalt inc. into microsalt plc as indicated in the microventures notice.
the ************** was initiated by microsalt ltd., the largest shareholder of microsalt inc., which owned 77.83% of microsalt inc. at the time of the offer. the ************** offer was made by microsalt ltd. to certain other large shareholders of microsalt inc., who were all accredited investors at the time of the offer. microsalt inc. was not and is not a party to the ************** agreement, it is between microsalt ltd. and the other shareholders. there is no agreement nor requirement for microsalt ltd. to make the offer to all the other shareholders of microsalt inc.
the terms of the exchange were determined by microsalt ltd. and offered to several of the larger shareholders, who confirmed that they were accredited investors, and some of them accepted the offer. that offer is now closed and therefore the terms of the previous offer and the pro forma cap table are no longer relevant. after the consummation of the transaction, microsalt ltd. will own between 87% and 91% of microsalt inc.
please note that the remaining shareholders of microsalt inc. will continue to own the exact number of shares that they owned when they bought the shares, and the rights and percentage of ownership in microsalt inc. will in no way change. the shareholders of microsalt inc. will have the same liquidity in microsalt inc. as prior to the exchange.
as microventure’s correctly points out, your ownership in microsalt inc. and the liquidity of your shares in microsalt inc. has not changed.
we understand that you may be frustrated that you were not able to participate in the public financing of microsalt ltd., however as a uk company, under us law they were not permitted to offer to sell or exchange shares in a uk company to us non-accredited investors.
if the business of microsalt inc continues to go from strength to strength, we may consider potential liquidity options for microsalt inc shareholders in the future.
we hope you can be patient and understanding of this situation and we look forward to your continued support as we strive to make microsalt the food industry’s preva