NewLead Holdings Ltd.(NEWL) announced that on June 23, 2014, in arbitration proceedings currently pending between the Company and Ironridge Global IV, Ltd., the Company filed claims against Ironridge for breach of contract, fraudulent inducement of contract and fraud, securities market manipulation and misrepresentation in violation of United States federal securities laws, seeking disgorgement of short-swing profits, damages in excess of $25 million, punitive damages in excess of $100 million, and reimbursement of legal costs and the costs of the arbitration.
NewLead said it has also requested that the arbitration tribunal declare that the agreement between NewLead and Ironridge is terminated and/or void ab initio, and that Ironridge has no entitlement to the issuance of additional common shares of NewLead.
Although the Company has continually indicated it has no desire to receive or intent to accept any further funding from Ironridge, until and subject to the resolution of the arbitration, Ironridge has unilaterally waived conditions under their notes, which notes were not due without such waiver, to attempt to force the Company to receive funding under the transaction documents, which funding has been returned by the Company.
As Ironridge's forced funding was not pursuant to any obligations it has under the transaction documents, the Company said it believes it is an attempt to be able to convert further preferred shares, while continuing to abuse the irrevocable instruction letter in order to immediately sell, as many common shares as possible. To this end, and notwithstanding the foregoing, following the forced funding, Ironridge immediately converted a portion of the preferred shares corresponding to the note it force funded and requested common shares, despite having the returned funds and the existence of the arbitration.
These actions, together with Ironridge's request for substantial numbers of additional common shares on an almost daily basis, do not support Ironridge's representations to the Company at the outset of its investment that it wished to be a "long-term" investor.
Ironridge continues to sell substantial numbers of common shares of the Company on a daily basis, to the detriment of the Company and all of its stockholders. In this regard, Ironridge has already requested and/or received an aggregate of approximately 62 million common shares (through July 6, 2014, adjusted to give effect to the 1-for-50 reverse stock split, effective May 15, 2014) and has received approximately $22.8 million of proceeds (based upon information received from Ironridge) on the sale, in the Company's belief, of approximately 44 million of such common shares through June 30, 2014. These amounts include approximately 4.7 million common shares of Ironridge's recent conversion of further preferred shares pursuant to the forced funding.
The balance of the share amount, about 57.3 million common shares requested and/or received, are the result of the conversions of the preferred shares it received at closing, which conversions are continuing under such initially received preferred shares when it advanced proceeds of $2.5 million and received preferred shares in lieu of a fee.
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