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Haven't listened yet but does he reference the merger closing soon or is that your thoughts based on misc info.
New podcast with Ramez now out ...Merger will close soon looking forward to a new company with revenue
https://evtolinsights.com/category/podcasts/
Looks like another acquisition for 22 X Ventures
https://www.linkedin.com/feed/update/urn:li:activity:7186004879671275521?updateEntityUrn=urn%3Ali%3Afs_feedUpdate%3A%28V2%2Curn%3Ali%3Aactivity%3A7186004879671275521%29
Once we get past the international scrutiny, the synergies of the newly found company will kick into high gear. The company's next announcement could be that all aboard moment that will leave the penny land station for good. Fingers & toes
CEO M. Kappers ability to find Coretech long lost twin is nothing short of....... you name it
CRTG latest update:
“March was a very productive month for The Coretec Group (OTCQB: CRTG) as it announced a definitive share exchange agreement with Core Optics LLC. Company leadership expounded upon its details during a March 14 shareholder call and presentation (the full transcript and recording of which can be found here).
The chief takeaways from the call demonstrate the market opportunity ahead, as CFO/COO Matthew Hoffman provided updates and a future outlook of the Company’s Endurion battery program:
Endurion boasts full coin cell batteries with strong stability, lasting over 500 cycles: an impressive cycle life benchmark that creates clear pathways for the technology to be applied to a number of customer markets. Core Optics’ existing relationships and customer base within these industries create opportunities for partnerships and commercial adoption.
The Endurion team’s work has achieved new IP in the form of an advanced coating methodology that can extend beyond just battery applications, which will be a major asset in the future licensing of the technology as well as the overall value of the Company.
Looking ahead to the rest of 2024, The Coretec Group aims to scale up its anode material synthesis capabilities to meet the demands of potential partners. Endurion’s latest progress positions it well for securing development funding, which Company leadership will pursue aggressively as it strives toward the larger goal of making the program a self-sustaining business unit. The Coretec Group’s relationship with Core Optics will also prove essential in the solidification of Endurion’s partnerships and financial goals for the remainder of the year.
The Company also contributed an article to POWER Magazine on the bright future of lithium-ion batteries through the use of silicon anode technology. The piece details the principal caveats hampering si-anode adoption and Coretec’s nanoparticle solution that could overcome them and bring about the next generation of high-efficiency EV batteries.
Lastly, Coretec CTO Ramez Elgammal will soon be featured on the eVTOL Insights podcast. Be sure to be on the lookout for updates regarding its release.
While it’s been an exciting month, the Coretec team still has plenty more, exciting work ahead of it in the weeks to come. Anyone interested in keeping pace with the Company’s news and updates in real-time is encouraged to follow along on its LinkedIn and X profiles”
Recap of the month of March out from the company... Noted "The Coretec Group’s relationship with Core Optics will also prove essential in the solidification of Endurion’s partnerships and financial goals for the remainder of the year."
"Coretec CTO Ramez Elgammal will soon be featured on the eVTOL Insights podcast. Be sure to be on the lookout for updates regarding its release"
A few due diligence items left means the financial audit is done , I see where your getting that from in the filing but the audit is not part of the due diligence list. they are way ahead of that part next audit is after close been there done it . This won’t be long ,
A few due diligence items left means the financial audit is done , I see where your getting that from in the filing but the audit is not part of the due diligence list. they are way ahead of that part next audit is after close been there done it . This won’t be long ,
There is still a chance, small though it may be, the deal may crater. I think the early adopters have spent their powder. I know I have. The rest are hanging around waiting to buy as soon as "the deal is done." They, referring to the watchers, are thinking buying before close is a gamble but they can still buy lower AS SOON AS the dam breaks and ride the pressure up. That's what I would do...
The market seems to be pricing in the approximate stats I suggested a while earlier. Three billion shares outstanding, two or three million dollars in earnings and a P/E ratio of 20 to 1. Those are fairly pathetic numbers, but using them will get you a price near the close today. Basically I am suggesting the bottom is in, but few seem willing to buy at these levels and that suggests maybe it isn't.
Hopefully, we will get the SEC approval in a month or less.
If the financial audit was started the first week after signing on March 1, we are six weeks into it, so we are halfway there unless Core Optics will expedite and get it done sooner.
If the financial audit is done quickly, they might announce Core Optics revenue before closing. “The Company cannot publish financial information until the audit is complete and plans to do so when appropriate.”
From March 20, 2024, 8-K Filing.
“Further, Core Optics’ financial statements are currently being audited. The Company cannot publish financial information until the audit is complete and plans to do so when appropriate.”
We are almost there.
Everyone seems to be holding their breath. I'm looking forward to the activity after the merger is complete.
Walrus,
Excellent DD, thank you for sharing
Minh Le post 3 days ago about looking forward to SEC approval of the merger shows we are close to the completion of the Merger. Obviously he 's getting excited about the close as it gets close. 22 x Venture is listed as Pending Inactive for now according to this link to Virginia Secretary of State web site business entity search just put in 22 x Venture . 22 x Venture has 2 companies listed on the web site under porfolios . IsMedis and Gramercy District .Thats it . The Derma Sound RX is IsMedia if you click on it it takes you to their web site . This company was started march 6 , 2022 last entry April 7 2022 .The company it looks to have been started to work with Core Optics out gates and what is now very soon to be The Coretec Group . So the acquisitions he is looking forward to are i think Coretec related as you dont start a giga factory without funding and possible acquisitions and possibly some good dilution of the stock and a possible reverse split someday .
https://22xventures.com/
There are too many rules under the Securities Exchange Act not to have them checked and approved by the SEC, like Rule 501—Accredited Investor. I want to be sure they are who they say they are, or we will be left to hold the whole bag.
Everything is in writing, so the SEC needs to check and see if the rules are being followed and prove them.
I do believe they have to approve foreign mergers...
Yes most definitely, specifically along the lines of disclosure requirements
“The SEC requires that firms involved in M&As comply with specific disclosure requirements to ensure that investors have sufficient information to properly evaluate the transaction.”
https://www.stern.nyu.edu/sites/default/files/assets/documents/Liu%20Shu%20Towery%20Wang-The%20Role%20of%20External%20Regulators.pdf
The SEC definitely has a role to play in approving most, if not all, mergers involving public companies. The S-4 form we are all waiting to see marking merger approval is an SEC form.
I don't believe the SEC 'approves' mergers as it shouldn't be up to them who merges with who. They just stand by and make sure all the rules are followed.
If we're waiting on SEC then I stand by my 15 May prognostication.
“and future acquisitions,” I think they're talking about 22X Venture—22 Capital Partners, a private equity company whose Managing partner is Mihn Le.
Here, he mentions some of the work 22 X Venture does, including Energy, Giga Plant, and global Battery Supply Chain.
https://www.linkedin.com/company/22xventures/?miniCompanyUrn=urn%3Ali%3Afs_miniCompany%3A88967968
He also says looking forward to SEC approval. Makes me think maybe everything is completed and just waiting on the SEC!
I would say prove you can make this merger work before trying another, but Mihn Le is a managing partner at 22 Capital Partners. Acquisitions is his day job and he is probably looking forward to additional projects for his firm not necessarily involving Coretec.
Mihn Le - A seasoned executive and entrepreneur with over 25 years of experience in strategy, technology, and real estate development. His career highlights include leading roles at Accenture – managing $500 million in business development, and at DoD, overseeing significant defense and aerospace projects. As a CEO of DSTG, he drove US$10M in business, focusing on big data analytics. As a COO at Cogility, Inc, he managed operations and federal engagements. His tenure at ExxonMobil covered market trading and IT management. Currently, he is a Managing Partner at 22 Capital Partners, with focus on renewable energy and smart city technologies, that includes leading Gramercy District, LLC, a "smart city" development in Virginia. Le holds an MBA from Georgetown University and a BS in Computer Science from the University of Maryland.
Future acquisitions??? Very interesting!
Indirect info regarding the possible headwinds re: merger:
https://www.linkedin.com/posts/minhnle_looking-forward-to-sec-approval-and-future-activity-7183205698384601089-brUR?utm_source=share&utm_medium=member_android
Moving away from the reverse split and number of outstanding chairs for a moment. 😊
Endurion silicon anodes battery technology cost and price, I am just speculating here from sources stated below. Do you have any thoughts?
EV-grade graphite typically costs about $6 per kWh.
Silicon Anodes Price $50-$60 per kWh? Not sure if the price is per kWh.
The average size of an Electric Car Battery ranges from 80 to 100kWh.
Some are higher per kWh.
1.2 million electric vehicles (EVs) were sold in the United States in 2023.
In 2023, 14 million new Electric Vehicles (EVs) were sold globally.
Silicon Anodes Price $50 x 100 (kWh) battery x 100,000 EVs =$$
$50x100=$5000x100,000=$500,000.
It costs about $6 per kWh, with a price of $50-$60 per kWh, which is a huge profit if the figures are anywhere close to correct. I guess if you have technology, that is needed, and nobody else has…
Below are some sources for this figure.
Elgammal said, "though when Endurion technology does hit the market at scale, he noted it should have cost parity with graphite anodes while providing numerous other benefits."
https://www.evpulse.com/features/your-next-ev-could-have-double-the-range-thanks-to-silicon-nanoparticles-and-a-special-elastomer.
EV-grade graphite typically costs about $6 per kWh.
Source:
The key to silicon anode solutions: Cost https://onedsinanode.com/media-room/news-and-press/the-key-to-silicon-anode-solutions-cost/
Silicon Anodes Price $50-$60. Coretec posted this twice, 1st in February 2024.
Source:
EV battery makers' silicon anode demand set for take-off
https://www.kedglobal.com/batteries/newsView/ked202402230020.
The average size of an Electric Car Battery ranges from 80 to 100kWh.
Source:
https://evs101.com/how-big-is-an-electric-car-battery/#google_vignette
https://ev-database.org/cheatsheet/useable-battery-capacity-electric-car
What do you think?
Gunny,
I’ll raise you with Reese’s buttercups for June3rd! …….
Gunny,
I’ll raise you with Reese’s buttercups for June3rd! …….
Any takers on the closing date? I wager a box of Snickers 15 May.
8-K Filing
Item 1.01 Entry into a Material Definitive Agreement
"In addition, it is expected that all outstanding Series C Preferred Stock will be automatically converted after a mandatory conversion event, which will be set forth in a certificate of designation that the Company would file with the Secretary of the State of Oklahoma at or before the closing of the Exchange."
Reading the 8K filing, I see they are trying to keep the outstanding shares count low. Several Non-Registration and Restricted Securities are mentioned. Below is one of them.
“3.20. No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Members’ representations herein and upon the representations contained in the Member Representation Letters, the form of which is attached as Exhibit B to this Agreement.”
"Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is also known as the private placement exemption and is the most widely used exemption for securities offerings in the U.S. The exemption allows an issuer to raise an unlimited amount of capital in private transactions from sophisticated investors who are able to fend for themselves. Both private and publicly traded companies can rely on the Section 4(a)(2) exemption. Shares sold in reliance upon Section 4(a)(2) are restricted securities and may not be resold by purchasers in the offering absent SEC registration or an exemption therefrom."
Source:
https://www.securitieslawyer101.com/2020/section-4-a-2-private-offering/
To me, 2.618 billion would be on a fully diluted basis.
At this point, if the closing were to happen now, I would only assume 1.020 billion shares outstanding.
Until they file the certificate of designation, we won't know what triggers the mandatory conversion event for the Series C Preferred Stocks.
A certificate of designation (sometimes referred to as a "certificate of determination") is a document filed by a corporation with the appropriate state agency (usually the Secretary of State) in the state of incorporation. It becomes an integral part of the corporation's charter [2].
This certificate outlines the specific powers, designations, preferences, and relative rights of a particular class or series of stock within the corporation. Typically, it is used to define the characteristics and privileges associated with preferred stock. Here are some key points often covered in a certificate of designation:
1. Series Information: The certificate specifies the series of stock (e.g., Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock).
2. Number of Shares: It indicates the authorized number of shares for that series.
3. Definitions: Definitions of terms relevant to that series (e.g., "Affiliate," "Business Day," etc.).
4. Rights and Restrictions: Details about voting rights, dividend preferences, conversion features, and other special rights.
5. Filing and Amendments: The certificate is filed with the state and may be amended or restated as needed [1] [3].
In essence, a certificate of designation provides clarity on the unique features of a specific class or series of stock, ensuring transparency and consistency within the corporation's structure.
Source:
1. Certificate of Designation - Glossary of Relevant Terms - Nick Yocca ... https://www.yocca.us/44-certificate-designation
2. Certificate of Designations - SEC.gov https://www.sec.gov/Archives/edgar/data/1386278/000138627811000024/certificateofdesignations.htm
3. Certificate of Designations Definition: 4k Samples | Law Insider https://www.lawinsider.com/dictionary/certificate-of-designations
4. Certificate of Designation Definition: 4k Samples | Law Insider https://www.lawinsider.com/dictionary/certificate-of-designation
5. Illinois LLC Certificate of Designation - Illinois Secretary of State https://www.ilsos.gov/publications/pdf_publications/llc3740.pdf
Yes, there’s probably going to be some FOMO among those on the sidelines, once the concerns over financial solvency are eradicated
These (hopefully) will all be metrics unlocked post-merger. We will actually know something then: https://www.investopedia.com/terms/e/enterprisevalue.asp
EV is a very important metric, because it unlocks some other ratios that account for fundamentals.
Yes! And, that’s not including new investors with a possible run!
"With three billion shares outstanding, and a P/E ratio of 20 plugged in you need EBTDA earnings of three million dollars for a two cent price per share"
I enjoy theorizing what the post merger pps will be. So, I came up with 2.618 Billion outstanding shares after the close. I expect at least EBTDA earnings of $50 Million USD. So, I'm expecting a minimum share price of .3819 after the close. If earnings are more like 100 million, we could see a share price of .7639
This is all assuming no RS in the immediate future.
With three billion shares outstanding, and a P/E ratio of 20 plugged in you need EBTDA earnings of three million dollars for a two cent price per share.
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Zero trades this morning? Have they suspended trading pending announcements? Are people waiting to hear about closing? Never seen zero trading except on holidays...weird.
The merger date agreement was March 1st ..they released the 8K March 6 . Sll they have left is a few due diligence items very clearly state by Matt to get to close . .We are getting close to close on this deal im certainly not expecting july for this to close if fact they just started the process
Remember this is a sure thing to see where they are at on March 14 2024 not March 1st or March 6th when on that day Matt said " At this point, we have a few open due diligence items, and once those are completed, we'll move
towards closing. "
Thats not much but i will agree to disagree ive read everything out there 5 times plus so we will; see if we get to close before July i think we will !!!
ARTICLE 9
CONDITIONS TO CLOSING
Section L says the financials part is before Section M it HAS to be COMPLETE to go to SEC M due Diligence Sec L is DONE .
Here is sec L > (l) Financial Statements. The receipt of financial statements including the delivery of two (2) years of audited financial statements (or
shorter period, if applicable), of the Company in a form substantially ready to be audited by a duly registered PCAOB audit firm and acceptable to Parent
and any additional interim financial statements as required by the rules and regulations of the Securities and Exchange Commission to complete the
disclosure required in connection with the acquisition, in order to maintain the post-Closing combined Company’s SEC reporting obligations.
SEC M cannot take place before the financials are delivered which obviously they are or they wouldnt go to sec M > (m) Due Diligence. The completion of due diligence satisfactory to Parent, including, but not limited to, the examination of all books and
records of the Company and the Operating Subsidiary, any vendor agreements, any marketing agreements, any financial projections, business or marketing
plans, any letters of intent, memoranda of understanding, or potential agreement with marketing or other partners, any licensing agreements, grant
applications, grant notifications, any intellectual property, current and proposed inventions, all work papers, any trade secrets, or any other material as
reasonably necessary to conclude the transactions contemplated by this Agreement.
Matt Kappers in the call said .
.At this point, we have a few open due diligence items, and once those are completed, we'll move
towards closing. In addition to due diligence, we are working on transition items so the
integration between the two companies will be seamless. When the transaction is closed, we will
make the necessary SEC filings as well as public announcements.
In the 8-K filing dated March 6, they stated, "The Company is in the process of preparing and providing to the Parent a copy of its unaudited consolidated financial statement for the fiscal period ended December 31, 2023 and, to the extent necessary, December 31, 2022 (the "Company Financial Statements"), which the Company shall cause to be audited by a duly registered PCAOB audit firm."
Mar 06, 2024, Form 8-K
3.6. Financial Statements.
(a) The Company is in the process of preparing and providing to the Parent a copy of its unaudited consolidated financial statement for the fiscal period ended December 31, 2023 and, to the extent necessary, December 31, 2022 (the "Company Financial Statements"), which the Company shall cause to be audited by a duly registered PCAOB audit firm. The Company Financial Statements shall be prepared from the books and records of the Company in accordance with GAAP applied on a consistent basis throughout the period indicated. The Company Financial Statements shall fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature, as of the dates indicated.
Then they announced this on March 20th in the 8K filing
Exhibit 99.2
"Further, Core Optics' financial statements are currently being audited. The Company cannot publish financial information until the audit is complete and plans to do so when appropriate."
It appears to me they did not start the audit until after the signing.
Dr Kim did say they needed better anodes so looks like ours is better than theirs and will be introduced to that company by the new guys on the block
They did a lot of work before we knew of the merger news according to Matt
They did a lot of work before we knew of the merger news according to Matt
According to Matt K they had just a few due diligence items section M left which I listed we don’t know which of those due diligence items remain but I did list them from the SEC filing close to closing for sure they are done with section L financial audits
You beat me to it!
Not sure why you congratulate your competition on their business milestone - unless they aren't your competition.........
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