P10 Industries Inc. (PX)

[Otcinvesting]

RT $ACPW DUE DILIGENCE FOR NEW INVESTORS #ACPW @Activepower


18 Million Shares in the Float or in other words Freely Trading in the open market! Tiny Float = Huge moves on Volume

UPDATED ACPW Key Statistics | Active Power, Inc. Stock - Yahoo! Finance http://finance.yahoo.com/q/ks?s=ACPW+Key+Statistics Shares Outstanding5: 23.11M
Float: 18.17M
% Held by Insiders: 39.59%
% Held by Institutions1: 15.20%
Shares Short (as of Sep 15, 2016)3: 141.40K

$ACPW is the Next $MGT Worth over $2.00 per share! The public doesn't get the transaction with Langley, so let me break it down!

BTW DONALD TRUMP - IS AN EXPERT AT USING NOL'S DO RESEARCH ON THE RECENT HEADLINES ABOUT HOW HE USED OVER $900 MILLION WORTH OF NET OPERATING LOSSES TO HELP HIM AVOID PAYING TAXES FOR SOMETHING LIKE 9 YEARS THEREAFTER, WHICH HELPED HIM TO INCREASE HIS OVERALL NET WORTH BY BILLIONS - IT WAS ALL OVER THE NEWS YESTERDAY!

http://www.realclearpolitics.com/video/2016/10/04/jonathan_turley_trump_making_use_of_net_operating_loss_tactic_is_not_a_shocking_event.html


As Talk Turns To Trump & Tax Returns, Here's What You Need To Know About Net Operating Losses
http://www.forbes.com/sites/kellyphillipserb/2016/10/02/as-talk-turns-to-trump-tax-returns-heres-what-you-need-to-know-about-net-operating-losses/#834833d73736

$ACPW your basically getting an IPO after the transaction closes with Langley w ZERO Debt with an estimate of $2+ in NOLS -Net Operating Losses (CARRY Forwards - to Offset Profits of a Profitable Co)

Net Operating Loss Valuation https://t.co/raBQcmsymF
The Value of NOL https://t.co/yCjad1umrs

Please Note the Estimated Figures Used are as of 12/31/2015 ,which is good news because Guess What the Carry Forward Loss Figures are Higher up to the date of the closing with Langley = Higher Value to an acquirer.

$ACPW to $2+ Min = Carry Forward Fed Tax Loss= $240 Million X 15% Minimum Tax Rate for Federal = $36,000,000 in valuation + State Tax Loss $280 Million X 3% Minimum Tax Rate for State Tax = $8,400,000 in Valuation /NOL = Net operating Loss Valuation to acquirer's bottom line. This will have a direct impact on the acquirers ROI - Return on Investment for their own company. https://t.co/d75Z70xjtZ

$ACPW As of 12/31/15, US Fed $235.5 mil & State $277.3 mil Carry Forwards Tax Benefit = Valuable NOL https://t.co/FcbReAUnLD


$ACPW News Today Links to Tax Benefit Preservation Plan to Preserve Valuable Net Operating Losses (The stock was above .40 cents at the time they adopted this plan) https://t.co/ES3MtjJwTn

Active Power Adopts Tax Benefit Preservation Plan to Preserve Valuable Net Operating Losses

June 15, 2016
AUSTIN, TX--(Marketwired - Jun 15, 2016) - Active Power ( NASDAQ : ACPW ), a manufacturer of flywheel energy storage products and modular infrastructure solutions (MIS) for mission critical applications worldwide, today announced that its board of directors has adopted a Net Operating Loss ("NOL") Shareholder Rights Agreement (the "NOL Rights Plan") designed to preserve its substantial tax assets. As of December 31, 2015, Active Power had U.S. federal and state net operating loss carry-forwards of approximately $235.5 million and $277.3 million, respectively, and research and development credit carry-forwards of approximately $4.1 million, all of which can be utilized in certain circumstances to offset future U.S. taxable income.




Active Power Enters Into Asset Purchase Agreement With Langley Holdings PLC http://finance.yahoo.com/news/active-power-enters-asset-purchase-124500778.html;_ylt=AwrBT7lEFPFXYhgAT3px.9w4;_ylu=X3oDMTByMDgyYjJiBGNvbG8DYmYxBHBvcwMyBHZ0aWQDBHNlYwNzYw--

Acquiring company can avail itself of NOLs / http://scholarship.law.wm.edu/cgi/viewcontent.cgi?article=1374&context=tax


SECTION 382: NET OPERATING LOSS CARRYOVERS IN CORPORATE ACQUISITIONS Peter L. Faber Kaye, Scholer, Fierman, Hays & Handler New York, New York December 1, 1990 I. General principles governing the use of net operating losses. A. B. Use of net operating losses ("NOLs") by the corporation that sustains them ("L"). 1. 2. 3. Ordinarily, NOLs must be carried back three years and forward fifteen years. I.R.C. 172(b)(1). a. b. Special rules are provided for certain industries. NOLs must generally be applied to the earliest years first. The corporation can irrevocably elect to waive the carryback period for a NOL, in which case it will be carried forward only. Note: This election may be advisable if the tax rate applicable to the carryback years is lower than the tax rate applicable to carryforward years or if credits eliminate or reduce tax for the carryback years. Unless otherwise provided by statute, NOLs are not affected by a change in L's shareholders. Use of NOLs by taxpayers other than the corporation that sustains them. 1. Transfer of NOL carryover to another taxpayer. I.R.C. S 381. a. Before the 1954 Code, carryovers could generally only be used by L. They could not be transferred in a "C" reorganization. New Colonial Ice Co. v. Helvering, 292 U.S. 435 (1934). It was not clear whether they could be transferred in a statutory merger. Stanton Brewery, Inc. v. Commissioner, 176 F.2d 573 (2d Cir. 1949); Newmarket

Manufacturing Company v. United States, 233 F.2d 493 (1st Cir. 1956), cert. denied, 353 U.S. 983 (1957). b. C. d. e. f. g. NOL carryovers are transferred to the acquiring corporation in certain liquidations of subsidiaries and in "A", "C", "F", ard, in some cases, "D" reorganizations. I.R.C. S 381(a) and (c)(1). If a transaction fails to qualify as a "reorganization" for technical reasons, the carryover does not move to the acquiring corporation. If L is liquidated, the carryover disappears. The "acquiring corporation" that gets the carryover is the one that "pursuant to the plan of reorganization ultimately acquires, directly or indirectly, all of the assets transferred by the transferor corporation." Regs. S 1.381(a)-l(b)(2). The date of transfer of the carryover is the date on which all transfers are complete, except that the date on which substantially all the assets are transferred can be used if all activities othr than liquidating activities have been discontinued and the taxpayer elects or the I.R.S. concludes that the date of transfer has been "unreasonably postponed." Regs. S 1.381(b)-l(b)(2). The carryover applies to the acquiring corporation's first taxable year ending after the transfer. I.R.C. § 381(c)(i)(A). The acquiring corporation's taxable income for that year to which the carryover can be applied is limited to the taxable income for the year pro-rated according to the number of days in the year before and after the transfer. I.R.C. § 381(c)(1)(B). The transferor's taxable year ends on the date of the transfer except in "F" reorganizations. I.R.C. § 381(b)(1). Even if its last year is a short year, it counts as a full year in computing the carryforward period under I.R.C. S 172(b)(1). Regs. S 1.381(c)(l)-l(e)(3). Post-acquisition losses can be carried back to pre-acquisition years of the acquiring corporation but not of the transferor corporation. 2. II. Use of NOL carryover of one taxpayer by another without a transfer of ownership: consolidated returns. a. b. c. Ordinarily, if two or more corporations file consolidated returns, the losses of one can be applied against the income of the others. Pre-consolidation losses or built-in deductions of a subsidiary can normally be used only against its own income in consolidated return years. Regs. SS 1.1502-15, 21(c). (The separate return limitation year, or SRLY, rules). Pre-consolidation losses of the common parent can be used against income of all corporations in the group in consolidated return years unless it acquires a larger corporation in a "reverse acquisition" in which the shareholders of the acquired corporation end up controlling the parent. Regs. SS l.1502-i(f)(2) and (3). In this case, the larger corporation is treated as the common parent for purposes of the SRLY rules


_______________________________________
Why and How did the stock end up down at this level after such GREAT NEW! ITS ALL BECAUSE OF PVAM PERLUS MICROCRAP FUND

The microcap fund owned around, 2,300,000 shares and was forced to sell out, leaving us with a severely undervalued stock.

They sold heavily into the high volume pop on the news with Langley that popped ACPW up to 65 cents in minutes on Huge Volume.

They sold into strength and I confirmed that they sold due to the overall business change per there rep.

(Confirmed in a filing) (PVAM PERLUS MICROCAP FUND, L.P.: Declared Holdings As Of July 8th 2016
Company/Relationship Reported Shares Ownership
Active Power, Inc.
Beneficial Owner (10% or more)
NasdaqCM:ACPW
(historical quotes, profile, SEC, other insiders) 8-Jul-16 2,305,246 Direct

Amended Statement of Ownership (sc 13g/a)

http://ih.advfn.com/p.php?pid=nmona&article=72581509

Confirming they sold about 1,360,000 Shares into the Good News and Volume


They are not a hedge fund and do not invest on the potential value of (Net Operating Carry Forward Tax Losses). Instead I was told they invest in an actual business, and in our case the business was sold hence the reason they sold out! There was no longer a defined business for them to invest in.

The stock was on its way to $1.00 the day we had announced the sale of the operations to Langley, and would of gotten there if they did not sell out the majority of the stake they held in 1 business day!

It's there loss, and our gain! Glad there out.

According to their amended 13-G filed 10/03, they had reduced their position to about 941,029 shares and based on the transaction date of 9/30, they SOLD 1.36m shares on the large volume day.

Here's the link that shows how many shares they owned before selling out on the news. Insider Trades - PVAM PERLUS MICROCAP FUND, L.P. - Yahoo! Finance

https://biz.yahoo.com/t/25/8146.html

PVAM PERLUS MICROCAP FUND, L.P.: Declared Holdings
Company/Relationship Reported Shares Ownership
Active Power, Inc.
Beneficial Owner (10% or more)
NasdaqCM:ACPW
(historical quotes, profile, SEC, other insiders) 8-Jul-16 2,305,246 Direct

They no longer need to report any insider transactions because they are now less than 5% owners. Based on the trading volume, and trade logs I'm pretty sure they sold the remainder over the past week through market maker EDGX.

They were literally the only seller at some points during the day. The minute they got off the Ask the spread increased from .001 to like 3-4 cents between the bids and ask. I watched every single trade and reviewed all the logs. I expect the stock to significantly appreciate with them off the ask and it will not take much volume to do so.

Just about every shareholder knows this is worth 5-10x it's current price and will be reluctant to sell anywhere near the current share price.

HERE'S THE BIG KEY!

Per the Filing "Sept 21st" they are in talks with a profitable company. The company, I'm assuming is VERY PROFITABLE, to take advantage of over $280 million in State NOL's and Approx $250 million more in Federal NOL's + Research & Development Tax Credits of $5 million or so.

REMINDER/ Read Carefully!

Am I the only one that has seen this!

We Already have A Profitable Co Lined Up. This is all being done based on the terms and guidelines they presented to Active Power in order for it to reverse merge into ACPW.

BINGO - We already have a BUYER

It's on Page 26 Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a) http://ih.advfn.com/p.php?pid=nmona&article=72586490

The new Company is likely generating Hundreds of millions in revenue in order to use the NOL's. Also I believe they want the stock to be listed on the OTC, because they want to cut expenses in regards to listing and compliance costs involved which makes sense!

On September 21, 2016, we received a non-binding term sheet from a potential investor in Active Power regarding a proposal for Active Power to acquire an existing profitable operating company. The transactions described in the non-binding term sheet were contingent upon, among other things, Active Power selling all assets related to our historical business in the acquisition or another transaction and terminating our reporting obligations under the Exchange Act.

Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

Active Power will receive $1.00 in cash in the acquisition, Buyer will assume all of Active Power’s balance sheet liabilities as of the closing, which were approximately $17,343,000 on June 30, 2016, and all ongoing liabilities relating to the assets purchased by Buyer.


Proposed maximum aggregate value of transaction:
$25,572,000

[color=red]As of the record date, there were [23,114,059] shares of Active Power common stock outstanding. [/color]

http://ih.advfn.com/p.php?pid=nmona&article=72586490

INSIDERS OWN 40% OF THE COMMON SHARES OUTSTANDING! THINK CAREFULLY FOLKS!

Here's A Fact! Insiders all bought and own the stock at .50 Cents to $1+ with the exception of a Microcap Fund based in the UK, which isn't a real insider!

ACPW Insider Transactions | Active Power, Inc. Stock - Yahoo! Finance http://finance.yahoo.com/q/it;_ylt=AlWXyOG3hkFsAArv6XX3IGCHH8V_;_ylu=X3oDMTFiNWVsZWpuBHBvcwMxOARzZWMDeWZpUXVvdGVTaWRlYmFyBHNsawNpbnNpZGVydHJhbnM-?s=ACPW

INSIDER BUYS
May 24, 2016 SAMS STEVEN
Director
5,488 Direct Purchase at $0.51 per share. 2,798
May 23, 2016 SAMS STEVEN
Director
2,712 Direct Purchase at $0.51 per share. 1,383
May 20, 2016 SAMS STEVEN
Director
10,000 Indirect Purchase at $0.51 per share. 5,100
May 20, 2016 SAMS STEVEN
Director
2,000 Direct Purchase at $0.50 per share. 1,000
May 18, 2016 SAMS STEVEN
Director
20,000 Direct Purchase at $0.49 per share.
May 4, 2016 DEVENNY, JAMES E. III
Director
20,000 Indirect Acquisition (Non Open Market) at $0.58 per share. 11,600
Apr 28, 2016 SAMS STEVEN
Director
20,000 Direct Purchase at $0.58 per share. 11,600
May 4, 2016 DEVENNY, JAMES E. III
Director
20,000 Indirect Acquisition (Non Open Market) at $0.58 per share. 11,600
Apr 28, 2016 SAMS STEVEN
Director
20,000 Direct Purchase at $0.58 per share.
Mar 14, 2016 DULANEY DARYL
Director
40,000 Direct Purchase at $1.02 - $1.05 per share. 41,0002
Mar 10, 2016 SAMS STEVEN
Director
9,936 Indirect Purchase at $1.04 per share. 10,333
Mar 9, 2016 SAMS STEVEN
Director
44 Indirect Purchase at $1.02 - $1.02 per share. 442
Feb 11, 2016 SAMS STEVEN
Director
43,226 Direct Statement of Ownership N/A
Feb 11, 2016 SAMS STEVEN
Director
3,800 Indirect Statement of Ownership N/A
Jun 15, 2015 GREENBERG ROBERT S
Director
5,000 Direct Purchase at $2.07 - $2.07 per share. 10,0002
Mar 13, 2015 ASCOLESE MARK A
Officer
15,000 Direct Purchase at $2.40 - $2.4 per share. 36,0002
Feb 26, 2015 GREENBERG ROBERT S
Director
4,500 Direct Purchase at $2 - $2 per share. 9,0002
Dec 15, 2014 KELLY PATRICK T
Director
20,000 Direct Purchase at $1.84 - $1.84 per share. 37,0002
Dec 15, 2014 ASCOLESE MARK A
Officer
5,400 Direct Purchase at $1.78 - $1.78 per share. 9,6122
Dec 2, 2014 POWERS JAMES
Officer
14,000 Direct Purchase at $1.87 - $1.87 per share. 26,0002
Dec 2, 2014 ADLEMAN RANDALL J.
Officer
30,000 Direct Purchase at $1.87 - $1.87 per share. 56,0002
Dec 2, 2014 ASCOLESE MARK A
Officer
16,369 Direct Purchase at $1.86 - $1.86 per share. 30,0002
Dec 2, 2014 GREENBERG ROBERT S
Director
2,660 Direct Purchase at $1.88 - $1.88 per share. 5,0002
Nov 14, 2014 ASCOLESE MARK A
Officer
8,631 Indirect Purchase at $1.87 - $1.87 per share. 16,0002
Nov 13, 2014 ALMGREN AKE
Director
10,000 Direct Purchase at $1.94 - $1.94 per share. 19,0002

ACPW Insider Trades - SAMS STEVEN - Yahoo! Finance https://biz.yahoo.com/t/84/9873.html

Insider Trades - DEVENNY, JAMES E. III - Yahoo! Finance https://biz.yahoo.com/t/37/7749.html

Insider Trades - DULANEY DARYL - Yahoo! Finance https://biz.yahoo.com/t/65/9852.html

Insider Trades - GREENBERG ROBERT S - Yahoo! Finance https://biz.yahoo.com/t/23/8001.html

Insider Trades - ASCOLESE MARK A - Yahoo! Finance https://biz.yahoo.com/t/24/337.html

Insider Trades - ADLEMAN RANDALL J. - Yahoo! Finance https://biz.yahoo.com/t/63/8228.html

Insider Trades - ASCOLESE MARK A - Yahoo! Finance https://biz.yahoo.com/t/24/337.html

I CAN ASSURE That the Insiders are not going to screw themselves! There interest is very much aligned with us as Shareholders! Hence my support for the recent deal!


Reasons for the Acquisition
In evaluating the acquisition, the Active Power board of directors consulted with Active Power’s senior management, Active Power’s outside counsel and Active Power’s financial advisor, Roth Capital, and, in the course of reaching its determination to approve the acquisition agreement and the transactions contemplated thereby and to recommend that Active Power’s stockholders vote to adopt the acquisition, the Active Power board of directors considered a wide and complex range of factors, including the following principal factors supporting the Active Power board of directors’ determination:
•
Financial and Business Position . Active Power’s historical and current business, operations, financial condition, cash reserves, prospects, business strategy, competitive position and the power supply industry generally, and the potential risks to achieving Active Power’s strategy. Specifically, the Active Power board of directors considered the financial forecast for fiscal year 2016 and the first half of fiscal 2017 prepared by our management and the probabilities that Active Power would not be able to survive long-term because of the lack of sufficient working capital, as compared to the opportunities available to Active Power and its stockholders after completion of the acquisition.
•
Operational Risks . The advantages of entering into the acquisition agreement and consummating the acquisition in comparison to the risks associated with pursuing Active Power’s current strategic plan, including (i) a potential reorganization through bankruptcy or other methods, (ii) our rapidly deceasing cash reserves and working capital, and (iii) the various additional risk factors pertaining to Active Power that are listed in Item 1A of Part I of its most recent annual report.
•
Preservation of Tax Assets. The fact that the asset acquisition would allow Active Power to continue operations with its significant tax benefits intact, which tax assets could be used to offset future taxable income generated by Active Power and acquired businesses.
•
Value. The fact that Buyer is assuming substantially all of Active Powers existing liabilities, including all bank debt, and the retained assets in the acquisition, including a portfolio of patents that are not related to the acquired business, allows Active Power to pursue another business strategy.
•
Strategic Alternatives. The Active Power board of directors considered the other strategic alternatives reasonably available to us, including the discussions that took place with certain other potential acquirers and investors as described in more detail above in “Background of the Acquisition,” and determined that the acquisition is superior to the other strategic alternatives reasonably available to us.
•
Likelihood of Completion . The Active Power board of directors considered the likelihood that the acquisition will be consummated, based on, among other things, the likelihood of receiving the Active Power stockholder approval necessary to complete the transaction in a timely manner and the limited number of conditions to the acquisition.

http://ih.advfn.com/p.php?pid=nmona&article=72586490

The Active Power board of directors concluded that the potential benefits that it expected Active Power and its stockholders would achieve as a result of the acquisition outweighed the risks and potentially negative factors relevant to the acquisition. The foregoing discussion of the Active Power board of directors’ reasons for its recommendation to stockholders to vote to approve the acquisition is not intended to be exhaustive, but addresses the material information and factors considered by the Active Power board of directors in its consideration of the acquisition. In light of the wide variety of factors considered by the Active Power board of directors in connection with its evaluation of the acquisition and the complexity of these matters, the Active Power board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to, the specific reasons underlying its determination and recommendation. Rather, the Active Power board of directors viewed its determinations and recommendations as being based on the totality of the information and factors presented to and considered by the Active Power board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

Terms of the Acquisition
The acquisition agreement provides that, upon the terms and subject to the conditions set forth in the acquisition agreement, upon the closing of the acquisition, Buyer will purchase and assume from Active Power substantially all of the assets and liabilities related to Active Power’s business of designing, manufacturing, selling, and servicing flywheel-based uninterruptible power supply products and modular infrastructure solutions, and Buyer will continue operating that business.
At the closing of the acquisition, on the terms and subject to the conditions set forth in the acquisition agreement:
• Buyer will pay Active Power $1.00, which, together with the liabilities of Active Power being assumed by Buyer, is the purchase price for the acquired assets of Active Power;
• Buyer will pay off the Active Power loans from Silicon Valley Bank in full; and
• Active Power will retain the amount of its cash on hand at closing, if any, to the extent the acquired assets exceed the assumed liabilities on Active Power’s balance sheet by more than $5 million, its intellectual property related to its patents that are not related to the purchased assets, the tax benefits and certain other rights, including its rights under the acquisition agreement.

Beneficial Owner
Shares
Beneficially
Owned

Percentage of
Shares Beneficially
Owned

Named Executive Officers and Directors



Mark A. Ascolese
400,281


*
James A. Powers
171,812


*
Robert S. Greenberg
114,260


*
Peter Gross
37,500


*
James E. J. deVenny III
157,000


*
Daryl Dulaney
40,000


*
T. Patrick Kelly
100,000


*
Steven Sams
117,026


*
Stephen Clearman (inclusive of shares held by Kinderhook Partners, L.P.)
3,530,597


15.3
%




All current directors and executives as a group (9 persons)
4,668,656


20.0
%




Other 5% stockholders:



Kinderhook Partners, L.P. (inclusive of shares held by Stephen Clearman)
3,526,597


15.3
%
Pacific View Asset Management (UK) LLP
2,305,246


10.3
%
Joshua Ruch
1,286,429


5.6
%
* Less than one percent of the outstanding common stock.
Notes Regarding Beneficial Ownership Table:
Mark A. Ascolese . Includes 45,400 shares of outstanding common stock held directly, 8,631 shares held indirectly, and 346,250 shares of common stock issuable upon exercise of options within 60 days of the record date.
James A. Powers . Includes 14,000 shares of outstanding common stock held indirectly and 157,812 shares of common stock issuable upon exercise of options within 60 days of the record date.
Robert S. Greenberg . Includes 33,260 shares of outstanding common stock held directly and 81,000 shares of common stock issuable upon exercise of options within 60 days of the record date.
Peter Gross . Includes 37,500 shares of common stock issuable upon exercise of options within 60 days of the record date.
James E. J. deVenny III . Includes 69,000 shares held of record indirectly by JD Investments Defined Benefit Plan, 4,000 shares held jointly with his spouse, and 84,000 shares of common stock issuable upon exercise of options within 60 days of the record date.
Daryl Dulaney . Includes 40,000 shares of outstanding common stock held directly.

55



T. Patrick Kelly . Includes 41,000 shares held jointly with his spouse, and 59,000 shares of common stock issuable upon exercise of options within 60 days of the record date.
Steven Sams . Includes 113,406 shares of outstanding common stock held directly and 3,800 shares held by his spouse.
Stephen J. Clearman . Consists of 3,526,597 shares of common stock held of record by Kinderhook Partners, LP (“Kinderhook”) and 4,000 shares of outstanding common stock held by Mr. Clearman. Mr. Clearman agreed to remit any proceeds from the sale of the 4,000 shares to Kinderhook. Accordingly, Mr. Clearman disclaims beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein.
All current directors and executive officers as a group . Includes 3,899,294 shares of outstanding common stock and 769,362 shares of common stock issuable upon exercise of options within 60 days after the record date.
Kinderhook Partners, LP . Based on a Schedule 13D/A filed with the SEC on February 26, 2013, reported that it had shared voting power and shared dispositive power with Kinderhook GP, LLC, Kinderhook Partners, LLC, Stephen J. Clearman, and Tushar Shah over 3,526,597 shares of common stock as of January 3, 2013, and that each reporting person’s address was 2 Executive Drive, Suite 585, Fort Lee, NJ 07024. Mr. Clearman is the chief principal at Kinderhook Partners, LP and therefore his total shares shown also include the shares of Kinderhook Partners, L.P.
Pacific View Asset Management (UK) LLP. Based on a Form 4 filed with the SEC on July 8, 2016, reported that it had shared voting power and shared dispositive power over 2,305,246 shares of common stock as of December 31, 2015, and that its address is North Hall Farm Road, North Hall Road, Quendon, Essex, United Kingdom CB113XP. PacificView Asset Management (UK) LLP shares voting and dispositive power of the shares with PVAM Perlus Microcap Fund L.P., located at 5th Floor, 37 Esplanade, St. Helier, Jersey, Channel Islands JEI 2TR, and PVAM Holdings, Ltd., its managing member, located at 600 Montgomery Street, 6th Floor, San Francisco, California 94111.
Joshua Ruch . Pursuant to a Schedule 13G/A filed with the SEC on February 5, 2013, Mr. Ruch reported that, as Managing Member of Atlas Capital Holding L.L.C., in its capacity as general partner of Pinnacle Management Partners L.P., he had that he had sole voting power and sole dispositive power over 1,286,429 shares of common stock as of February 5, 2013. Mr. Ruch is a citizen of the United States and of the Republic of South Africa. Each reporting person’s business address is 4 Dune Road, East Quogue, New York 11942.

Active Power, Inc. (NASDAQ:ACPW) Announces Purchase Agreement With Langley Holdings PLC. How Will This Affect the Stock Price? - Duncan Independent http://www.duncanindependent.com/active-power-inc-nasdaqacpw-announces-purchase-agreement-langley-holdings-plc-will-affect-stock-price/

SO Lets Review One More Time:

This is What Shareholders are Getting!

LANGLEY BOUGHT ALL DEBTS/LIABILITIES ACTIVE POWER (Operations and Brand Name)/ The Purchase price of $1.00 is Symbolic in the matter that the Purchase Price was for all of the debts, liabilities, committments, employee obligations, vendor obligations etc. So Yes $1.00 means nothing. The Real Purchase Price was $17+ MILLION!

With that being said, this deal is fantastic for shareholders. We were able to shed a business that was losing money and all of the businesses debts/ liabilities and obligations tied to the operations of the business!

What we are left with is the actual shell of Active Power, which consists of roughly 23 Million Shares Outstanding and some Non-Core Intellectual property which also has value in the millions.

In my opinion, we also have ZERO DEFAULT RISK, once Langley Closes the Purchase agreement.

Where the true value is unlocked for shareholders is the NOL's.

Net Operating Losses are losses that can be used to offset, a profitable companies Gains. Which means a company generating profits, could acquire the shell and use the losses to offset gains. This will allow a company to re-invest all of the extra funds they would of paid to the government for taxes, improving their ROI- Return on Investment.

The new company would not need to pay taxes on about $280 or $285 Million in State Taxable Income and Approximately $250 Million on Federal Taxes PLUS an additional Research And Development Tax Loss in the neighborhood of $5 Million up to October 2016. These figures could be more, depending on how much more they book in losses up the date the transaction closes with Langley.

We have $280 Million X a Min Tax Rate of 3% in Taxable Income depending on the state that gives us an Conservative Estimate of about $8,400,000

We Have another $250 Million Or So in Federal Tax Losses with a Conservative Estimate at 15% Depending on the Tax Bracket of the organization which range from 15 - 39% of an approximate Value in the neighborhood of $40 Million!

Then We Have a RESEARCH & DEVELOPMENT Tax Loss of $4 to $5 Million or so that can be applied to a companies bottom line giving us another $1+ Million Value.

Then we Have the Non Core Intellectual Property / Patents Etc with value in the Millions.

This is how I get to a $2+ Valuation.

Now if the company that acquires or Reverse Merges into $ACPW's shell is a solid company, you will have additional value on top of the $2+ that already exists.

I would say anything under 50 Cents is an absolute gift and I would recommend that anyone saying otherwise revisit the Valuation of NET OPERATING LOSSES to an acquirer.

IM LONG BIASES BASED ON MY RESEARCH AS the risk has ALMOST been Eliminated in any possible downside with the current terms and conditions of the recent transaction.

This company will be an easy target for an acquirer with stock already listed on the NASDAQ! It will save a company Millions of dollars alone in listing fees, based on my knowledge of the industry!

Reminds me of $MGT and a #McAffee Reverse merger into #MGT a HUGE GAINER for its Shareholders just as I had told people when it was 45 CENTS

Everything I state is my opinion and includes certain assumptions based on the information I have gathered while researching the current situation.