Secure Point Technologies Inc (fka IMSCQ)

[BasherCrashser]

If you haven't voted or are on the fence please read this as an examination of some of Securepoint/Vivos recent supplement to the plan.
It's a meaty 74 page doc but here's some highlights for shareholder from exhibit A3 (starts on Page 10), Vivos term sheet signed by Michael Trummelle and KIrk Huntsman. Here are 4 good reasons imho that the Vivos combination is not in the best interest of the common shareholders. Please read the doc for yourself to verify my interpretation but there are quotes embedded below for quicker lookup.

1. Bob Liscouski is slated to be the CEO and he has no experience running a Corporation and no educational or professional experience promoting this technology.

2...Initially, immediately after the merger, the shareholder ownership will be reduced to 33% Besides the future dilution possibility, due to milestones achieved, The 33% could be reduced immediately if the Company, does not have the 7 Mil agreed upon ,available on the merger date.

"In the event the merger date cash amount is not available to Secure Point immediately prior to the merger, the parties may agree that the merger shall be consummated subject to an upward adjustment to the number of shares of the surviving Corporation constituting the initial Merger Consideration, with such upward adjustment to be in proportion to the amount by which available free cash available to SPT immediately prior to the merger is less than the merger date cash amount"

3...There could be a reverse stock split BOTH BEFORE AND AFTER THE MERGER

" To the extent necessary to allow for a sufficient number of shares of unissued common stock of the surviving Corporation to be available for issuance of the initial merger consideration, SPT will approve a reverse split prior to the merger. Alternatively , after the merger, the surviving Corporation may be required to implement a reverse split to facilitate a primary exchange listing."

4...Because of transfer restrictions, shareholders may not be able to sell all the stock they wish within the first six months after the merger.

"For a period of six months after the merger, no stockholder of the surviving Corporation will be permitted to sell shares consisting 5% or more of the average daily trading volume of shares of the surviving Corporation"


http://www.kccllc.net/imxacquisition/document/1612238170717000000000005