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From what I've learned.. it seems possible that the shareholders of AVNA could side with the parties of lawsuits and collectively give credibility to significant parts of the claims as: being illegal actions taken by insiders of the company colluding with insiders of Owlstone to the detriment of the public and financial lenders. The idea is that forcing a RECOVERY of Owlstone for Advance Nanontech would be a possibility and in principal would also then force the consolidation of the debts and Owlstone would then have the assets to properly secure or repay those debts.
This looks promissing as an initial course of action:
On February 16, 2010, Alpha Capital Anstalt, one of the holders of the Company’s 8% Senior Secured Convertible Notes, instituted a lawsuit in the Supreme Court of the State of New York against Advance Nanotech and Owlstone claiming that Owlstone’s issuance and sale of its common stock in November of 2009 constituted a breach of the Company’s covenants contained in the subscription agreement between the Company and the plaintiff. The lawsuit sought unspecified monetary damages, a declaratory judgment, a permanent injunction, punitive damages, costs and interest. The case and all charges were dismissed by the Supreme Court of New York on September 2, 2010. On October 5, 2010, Alpha Capital Anstalt filed a notice of appeal with the Supreme Court of the State of New York.
By action titled Jack J. Grynberg and Pricaspian Development Corporation (Texas) v. Advance Nanotech, Inc. instituted in 2007 in the Supreme Court of the State of New York, County of New York, the plaintiffs asserted breach of contract and three other causes of action that were subsequently dismissed seeking certain damages from the registrant and others based upon a claim that the registrant had failed to file a timely Form SB-2 registration statement with the Securities and Exchange Commission. The registrant's motion for summary judgment was granted, the plaintiffs have filed an appeal and the registrant filed its opposition to the appeal on August 11, 2010.
...and then it became AVNAE - 30 days or else.
Re: Two years later and many transactions later is a little too late...
What is your interest in this... REALLY? You sure are throwing a lot of cold water for someone who wants to win.
I objected then.. it is on the record in at least a few places.. and I will not just sit and watch this happen. People who know me realize that it is not just a money issue when I see blatant injustice. I've kicked down a few ivory towers over the years.
This board is not the venue for resolution, so right now I'm just venting my anger. That venting will stop now. I know the best venue and I know how to make it work.
As far as how majority ownership became minority ownership, Owlstone bought back some of the notes and gained majority ownership. It's all documented and shareholders were informed.
If you're a shareholder, you should have raised this at the AGM or brought it up with the executive at the time. Two years later and many transactions later is a little too late...
Good points and what you present could be possible.
However the thing that's missing are directors and executive. As it is now the company is afloat with no rudder and no one steering the ship or paying bills.
Without that nothing CAN happen legally. And there's no word on someone else taking the lead. The longer it takes, the tougher it'll be to turn around.
I'm up for a class action. Lead the way...
If you'd like to discuss further and are a sharholder, please send me a personal message.
Did you even read this? The Board appointments follow completion of the share exchange with certain shareholders of the Company's majority-owned subsidiary, Owlstone Nanotech, Inc., announced on Friday, September 5, 2008.
http://www.azonano.com/news.asp?newsID=7531
How then did we then end up with the short end of the ownership???... that clearly says the company's majority-owned subsidiary, Owlstone Nanotech, Inc.
Doesn't this sound like they put the hens in charge of the hen house? Blatantly thumbing their noses at the public shareholder in the process. Resign indeed.. run and hide, but this is worth a serious investigation to see how deep it runs and who is involved. This sounds a lot more like criminal activity than errors of judgement.
Have you sent any objections or requests that this be investigated? Why not?
Okay.. but bankruptcy is not likely.. Owlstone will eventually realize it is not in their best interest because they WILL be sued and they will receive adverse publicity and investigations that will not help their business. They received a lot of government business as a small new business and they need to stay squeekie clean or they will risk a lot.
Secondly, Owlstone is growing very rapidly and value will skyrocket IMO.
Thirdly, there is always the opportunity to do a PP for raising more funds. Owlstone has the opportunity to help that process work for the shareholders. I think they will realize that is the smart move and the pps should not be diluted by the process either.
IMO - this management (group of insiders) has tried to deceive the shareholders into thinking they had no choices... the company had and has plenty of choices and those insiders need to realize that they need to act in a manner consistent with fiduciary responsibilities and regulations... which remain in tact for those past efforts despite resignations, etc.
The equity distribution from Owlstone to AVNA was IMO totally insufficient. The RISKS were not fairly and equitably shared and certain individuals most likely had very significant advantageous postitions due to those decisions (positions that were improperly constructed I believe).
It is my opinion that an investigation will reveal close dealings among insiders of both companies (and perhaps even on the financing lender side). IMO - the SEC would, as a last resort, step in as an advocate for the shareholders with the Bankruptcy court IF there was an attempt to file for bankruptcy... I've see this before. Foreclosure by the lender is a high risk gamble and IMO too many people with credibility on the line will be exposed if that happens (including the lender most likely).
GLTY
Seems to be the only place on the web where there's any sort of discussion about AVNA so I signed up...
Everything I said is fact, verifiable and on the public record. Not sure what there is NOT to "buy".
I hold 70k and have for quite a while and will hang on and see what happens. But I'd give it 90% that it goes into bankruptcy because of the noteholders' demands and inability to agree on renewal terms.
So you signed up just to post this here. I'm not buying it.
If you're a shareholder, you may be able to force a meeting and elect a new board that would include yourself. Either contact the State of Delaware or a corporate lawyer about it.
Problem is the notes that cannot be re-negotiated leave the company with no assets except 30% of Owlstone which at the current Owlstone valuation would barely pay off the debt from the notes.
This wasn't a nanotech company, it was an investment company that provided capital for a bunch of companies. Owlstone worked out, but the way the debt was managed didn't.
So there's been some bad timing with 8% notes being issued at the height of the financial crisis, poor decisions and possibly financial slight of hand with the ownership of Owlstone going from a majority 80% to a minority of 35% , but it's happened over years and if you held shares it was your responsibility to be cautious as the last letter to shareholders said you should be.
I too figured this had great promise and still hold shares. Owlstone still holds much promise, but unless someone steps up and manages to convince the note holders to re-noegotiate, there's nothing much to be done.
The noteholders get paid first, then shareholders, so unless the company can stave off bankruptcy forced by the noteholders, the asset will transfer to the noteholders.
Biggest issue is we haven't hear from Owlstone or had an update for a long time. If there are things brewing and product announcements that were purposely not annouonced, withholding this info in itself could be considered market manipulation and the SEC may make an issues of it. But this is a very small fish in a very big sea.
IMHO the SEC should look into it too, but likely will find poor timing and decisions led to the issues, not someone running with the dough. In fact when he resigned Buttles and hs co. still owned 2m shares which could now be worthless.
I think there is a slim chance the company stays around, new directors appointed and the value of the asset (30% of Owlstone) increases to a point that the shares are worth something again. But this would take years, time the noteholders don't have.
Footprints are plenty... implications that should be proven with a good investigation -- AJMHO.
http://www.azonano.com/news.asp?newsID=7531
http://investing.businessweek.com/businessweek/research/stocks/private/snapshot.asp?privcapId=11971011
http://www.tracked.com/company/advance-nanotech/people/
http://www.reuters.com/finance/stocks/companyProfile?symbol=AVNA.OB
http://www.faqs.org/sec-filings/100430/Advance-Nanotech-Inc_10-K.A/
http://www.busystock.com/i.php?v=3&s=AVNA.OB
Look at these relationships closely and ask yourself if this is NOT a private company raping the public investors...
The only question is: Will anyone care and do something to bring justice to the shareholders?
I'm worried because: It appears that Owlstone has powerful political allies... who will champion the little guy being raped?
Are you still accumulating? IMO this is being investigated and eventually the value of Owlstone will drive up the price and the shares may be distributed. Someone should be suing these insiders:
On March 21, 2011, the Company received resignation letters from Mr. Jon Buttles and Mr. Joseph C. Peters. Mr. Jon Buttles resigned as Principal Executive Officer and Principal Financial Officer and as a director of the Company, effective as of 12:02AM Eastern Standard Time on March 22, 2011.
Mr. Joseph Peters resigned as a director of the Company, effective as of 12:02AM Eastern Standard Time on March 22, 2011.
Effective with the resignations of Mr. Buttles and Mr. Peters, the Company has no remaining officers or directors.
I've written the SEC and asked for an investigation.
IMO we need the SEC to step in and investigate this whole stock transfer with Owlstone and how/why they got their technology at the expense of our shareholders.
Maybe we need a major shareholder class action against both Owlstone and Advance Nanotech executives for raping this company.
Can I prove it? Not right now, but I believe it happened and is continuing to happen.
Private company milking away the proprietary assets of a public company for the benefit of key executives/insiders. It wouldn't be the first time.
I hope this time, if it is what has happened, and I believe it is, that those responsible pay out all their net worth as reimbursement for the crime.... plus they do some serious time.
Wake up call... this looks suspicious and the whole history sounds suspicious. Walks like a duck, quacks like a duck... is it AFLAC or is it RAPE?
we need some volume here. I got a small chunk here, waitng for a bounce.
solid share structure
could see a merger here
ascending triangle here
Chart looking decent here. Once this breaks .12 there's very little resistance on the way to the MA 200.
Yes, but money doesn´t. You know what i mean, don´t you?
Sure? Tell the board why, please.
Go back in those 10-K and 10-Q and you can better see the whole web that was spun in order to eventually break out Owlstone to gain so much from "actually investing" so little in project and business. That appears to have all been properly AVNA business, or the substantial majority. A little slight of hand and AVNA comes out with a minority position; and now, that is too much so they want to take away all of it:
Here's a starting point from AVNA filings. This was when they decided to bring public money into their needs. Just follow the bouncing ball: During the 12 months ended December 31, 2005, the Company invested approximately $6,898,247 on research and development activities. This investment consisted of
$6,873,412 in cash investments and an estimated $24,835 in non-cash investments. The Company consummated a reverse merger transaction on October 1, 2004, after which time the operations of the predecessor company were halted and the Company's business plan was implemented.
Here's my opinion RE: Our 8% senior secured convertible notes (the “Notes”) come due in December of 2010 with respect to $3,732,200 in principal amount and in 2011 with respect to an additional $3,607,500 in principal amount. We do not have the cash or other assets to repay the Notes.
AVNA did not get sufficient equity from Owlstone for all that they accomplished and those NOTES are sufficient evidence of that.
WHY? Well, I truly suspect this was an "insider deal" with AVNA leadership and those very same people in Owlstone. More like this strategy unfolding: "We can build up this business and take it private without allowing the public to recover any of the real value. We can use AVNA as a tool in a process for creating great private wealth at the expense of the public shareholder."
This is not, IMO, an adversary deal between Owlstone and the BOD of AVNA. It is instead more likely to be a colusive deal.
Things are going to heat up over this. I'd like to see the final result be that 100% of Owlstone becomes part of AVNA as a result of litigation and an SEC investigation.
The public shareholder needs to push back.
GLTA
In my opinion the initial approach of AVNA management to solving the problem was not a good choice for shareholders of AVNA. Now, perhaps they will take a better approach. It looked to me like they were trying to sneak one through and essentially let Owlstone walk away with all the eggs in the basket. That was not smart because I'm sure that's the way the market reacted as well. If the market had not reacted that way then I suspect there would eventually have been a law firm step in and sue to recover punitively on behalf of those shareholders who were not insiders in this process. I'm speculating, but I've seen it before and, thankfully so has the SEC, and they are far more motived and determined to prevent that kind of BS.
I fully understand Owlstone not wanting to go public. However, as long as AVNA owns substantial equity in Owlstone they have a power-broker role in the future of that company. Finding one or more minority owners in Owlstone that would like to be better or sooner able to sell their equity for optimum profits gives AVNA the opportunity to leverage their position and bring about a reasonable solution.
Owlstone needs to take a creative approach to helping AVNA recover maximum value from a sale or surrender transaction of the Owlstone equity. That kind of thinking will bring about a more positive solution and it is clearly in the best interest of both parties. If they don't then I'm sure eventually AVNA will find a powerful partner that would love to acquire control of Owlstone and is willing to buy control by leveraging a few minority owners into selling a package of controlling interest.
There is no hurry. As Owlstone grows the value AVNA owns grows. As that value grows the pressure for some form of distribution, creative financing or buy-outs at Owlstone will emerge. Then they will want to solve this problem.
Meanwhile, IMO, AVNA has to find another Owlstone opportunity and leverage another position in the process. They have public shares, the ability to do mergers, acquisitions or even leverage some of the equity of Owlstone in order to help them accomplish additional growth. I see no reason for AVNA to panic and/or try to re-establish their business by going backwards in value or borrowing substantially. It is better to just work at finding another good and strong partnering opportunity.
I'll hold while this works itself out and I've bought a whole lot more shares in order to average down to a much better position while the pps was staggering under the weight of the very poor handling of this initial AVNA strategy. The BOD at AVNA better start thinking like public shareholders if they want to really create some substantial value (not just for themselves and a few insiders).
GLTA
Do not know of any news. Chart looks nice today. If Owlstone merged back with AVNA, then that would be great news.
Valid point. Something has to be cooking with AVNA for that kind of buying. Would love to see what it has in store for us. Have a great weekend!
Exactly...and I think now that people who got out are out we are going to see shares in tight hands as we climb.
What's the drawbacks from owlstone merging with avna? I'm not a businessman, just curious. They didn't agree to a timetable nor merge per the pr. No one throws over 10k at a stock without knowing something is in the works.
I heard the word was the company wants PPS to climb back to previous levels so perhaps it is in our future, in either case Owlstone doing well is a major plus
Yea, there success is based off owlstone it appears. Maybe there's an agreement on the convertible shares that's in everyone's favor? I picked some up today and trying to get some more dd
It had been sleeping for awhile, I think we are due for something.. they still own a part of the company, right?
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ADVANCE NANOTECH, INC
As of September 30, 2009
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ADVANCE NANOTECH, Inc. ... ( AVNA ) ....... http://www.advancenanotech.com
Advance Nanotech commercializes nanotechnology products across a range of industries including homeland security, display technology and medical devices. We identify patented, patent-pending and proprietary technologies at leading universities and fund the additional development of such technologies in exchange for the exclusive rights to commercialize any resulting products. By partnering with universities and leveraging the infrastructure and multi-disciplinary human resources of our university partners, we reduce our cost base and mitigate risk. After prototypes are proven within the lab and we develop a product roadmap and business plan, we form majority owned subsidiaries around the specific technology. We seek to return value to our shareholders through the sale or licensing of the technology, by securing additional financing for the subsidiary from the capital markets, or by successfully executing our business plan and consolidating income as majority shareholder.
Advance Nanotech is dedicated to the successful commercialization of disruptive nanotechnologies. Our goal is to rapidly build businesses that transform academic nanotechnology platforms into nano-enabled products. We provide financing and support services including commercialization guidance, project and infrastructure management, leadership assets and counsel on intellectual property, licensing and regulatory issues to ensure maximum market potential.
Our diversified portfolio of twenty-six nanotechnologies, in which we hold a majority position in over twenty, impact a range of applications, including, but not limited to, sensors, medical therapeutics and composites. We are forging our partnerships with leading manufacturers and universities in Europe, Asia and North America to transform innovative nanotechnology concepts into practical solutions.
Owlstone Nanotech, Inc. ... ( OWLN ) ....... http://www.owlstonenanotech.com
Owlstone Nanotech is the leading subsidiary within the Advance Nanotech Homeland Security Division. Following the announcement on August 14, 2006, Advance Nanotech's new Homeland Security Division includes thirteen related nanotechnologies providing solutions across two application areas: CBRNE Detection (Chemical, Biological, Radiation, Nuclear and Explosive), and Wireless Monitoring for cognitive awareness, triage and first response therapy. According to Fredonia, the market opportunity for chemical sensing in the United States alone is worth $5.4 billion. The division launched its first product earlier this year and has a customer base across the defense and industrial process control industries.
Owlstone Nanotech is a pioneer in the commercialization of nanotechnology-based chemical detection products. Its initial commercial product is a revolutionary microchip spectrometer that can be programmed to detect a wide range of chemical agents that may be present in extremely small quantities. There are numerous applications -- across industries from security and defense to automotive and healthcare -- that depend on the rapid, accurate detection and measurement of chemical compounds. Owlstone works with market leaders within these applications to integrate the detector into next generation chemical sensing products and solutions. Owlstone's technology offers a unique combination of benefits, including small size, low manufacturing costs, minimal power consumption, reduced false-positives, and a customizable platform.
Nanotechnology, like other branches of science, is mainly concerned with understanding nature and how it works. Nature has the ability to design energy efficient systems that are reliable and accurate without producing any waste. We are all still learning and by sharing and exchanging our knowledge and ideas we might be able to speed up this process.
It is with this goal in mind that Advance Nanotech has created Today in Nanotech, a forum where scientists, industrialists and entrepreneurs can come together and discuss current research projects, ideas and achievements in nanotechnology. Perhaps by working together we can further the development of nanotechnology so that one day we may replicate, at least part of, what nature accomplishes with such ease.
NEWS ..................... http://finance.yahoo.com/q?s=AVNA.OB
SEC FILINGS .......... http://www.pinksheets.com/quote/filings.jsp?symbol=avna
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