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Running through a little DD and reviewing my own stock screens and came across ENRJ as a possibility for a flip from this price level and find that you are already here having done much of the work already.
This looks like it'll make 50%-75% in the near term from these levels. Gonna study it a little more before jumping aboard.
GLTU
No pop until they raise some $$ and can see how dilutive it is...
100 million shares out at least when fully diluted pre-funding ... whoever is raising the $$ has the leverage, be careful until $$ raises then we can see what is going on ... interesting space for sure
I’m in... when will this thing pop?
EnerJex pricing AgEagle @ $20,000,000.00
AgEagle Aerial Systems had IPO @ $4.25 PPS...this merger closes and we're looking @ $1.60-$2.00.
http://www.nasdaq.com/markets/ipos/company/ageagle-aerial-systems-inc-965146-80944
Merger Agreement
On October 19, 2017, EnerJex entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with AgEagle Aerial Systems, Inc., a Nevada corporation (“ AgEagle ”), which designs, develops, produces, and distributes technologically advanced small unmanned aerial vehicles (UAV or drones) that are supplied to the agriculture industry, and AgEagle Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“ Merger Sub ”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into AgEagle, Merger Sub will cease to exist and AgEagle will survive as a wholly-owned subsidiary of the Company (the “ Merger ”). The respective boards of directors of EnerJex and AgEagle have approved the Merger Agreement and the transactions contemplated thereby.
At the effective time of the Merger (the “Effective Time ”), the shares of AgEagle capital stock will be automatically converted into the right to receive equal to 85% of the then issued and outstanding capital stock of the Company on a fully diluted basis. In addition, at the Effective Time all outstanding options and warrants to purchase shares of AgEagle common stock will be assumed by the Company and converted into options and warrants to purchase shares of Company common stock. No fractional shares of Company common stock will be issued in the Merger but will be rounded to the nearest whole share. Following the consummation of the Merger, former stockholders of AgEagle with respect to the Merger are expected to own 85% of the Company’s outstanding common stock (inclusive of the AgEagle assumed stock options and warrants), and current common and Series A Preferred stockholders of the Company are expected to own 15% of the Company, excluding shares of common stock that may be issued in connection with the conversion of the Company’s Series B Preferred Stock and Series C Preferred Stock, and not including any additional shares which may be issued in connection with the Company’s closing obligation to provide up to $4 million in new working capital and the elimination of all liabilities currently on the Company’s balance sheet.
In connection with the Merger, the Company will also file a proxy statement seeking stockholder approval to: (a) amend the terms of its Series A Preferred Stock (as discussed below); (b) approve the issuance of the Company’s shares in connection with the Merger to the AgEagle shareholders and new investors, in excess of 19.9% of the Company’s total issued and outstanding shares of common stock; (c) approve the issuance of shares to current Company management and directors in lieu of deferred salary and fees, a majority of which will be held in escrow to secure the Company’s indemnity obligations under the Merger Agreement; and (d) change the name of the Company to “ AgEagle Aerial Resources, Inc. ”
The Merger Agreement provides that, immediately following the Effective Time, the existing board of directors and officers of the Company will resign and new directors and officers will be appointed by AgEagle.
The Company intends to dispose of its principal assets, consisting primarily of its Kansas oil and gas properties, concurrently with the closing of the Merger. In the event the Merger is not consummated, the Company does not have a present intention to dispose of the above described assets.
The completion of the Merger is subject to various customary conditions, including, among other things: (a) the approval of the stockholders of the Company and AgEagle; (b) the accuracy of the representations and warranties made by each of the Company and AgEagle and the compliance by each of the Company and AgEagle with their respective obligations under the Merger Agreement; (c) approval of the stockholders of the Company for the issuance of its common stock and any other securities (x) to the AgEagle stockholders in connection with the Merger and (y) in connection with the financing transactions contemplated by the Merger Agreement; (d) approval for the listing of shares of the Company’s common stock to be issued in the Merger and other related transactions on the NYSE American; and (e) that all of the Company’s assets as disclosed shall have been sold, transferred or otherwise disposed of and the corresponding debt and liabilities shall have been extinguished. The Company’s existing cash resources are insufficient to satisfy all of its outstanding liabilities. Accordingly, in order to satisfy the condition and consummate the Merger, the Company will be required to raise additional funding prior to the closing of the Merger, the failure of which could result in the Company’s failure to consummate the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants, including covenants obligating each of the Company and AgEagle to continue to conduct its respective business in the ordinary course, to provide reasonable access to each other’s information and to use reasonable best efforts to cooperate and coordinate to make any filings or submissions that are required to be made under any applicable laws or requested to be made by any government authority in connection with the Merger. The Merger Agreement also contains a customary “ no solicitation ” provision pursuant to which, prior to the earlier of January 31, 2018, or the completion or termination of the Merger, neither the Company nor AgEagle may solicit or engage in discussions with any third party regarding another acquisition proposal unless, in the Company’s case, it has received an unsolicited, bona fide written proposal that the recipient’s board of directors determines is or would reasonably be expected to result in a superior proposal. The Company has paid AgEagle a $50,000 non-refundable fee at the signing of the Merger Agreement. The Merger Agreement contains certain termination rights in favor of each of the Company and AgEagle.
In addition, the Merger Agreement contains provisions for indemnification in the event of any damages suffered by either party as a result of breaches of representations and warranties contained therein. The aggregate maximum indemnification obligation of any indemnifying party for damages with respect to breaches of representations and warranties set forth in the Merger Agreement shall not exceed, in the aggregate, $350,000, other than fraud, intentional misrepresentation or willful breach. An indemnifying party shall satisfy its indemnification obligations with shares of Company common stock equal to the aggregate amount of losses of the indemnified party, calculated based upon the greater of (i) the value of the Company common stock as of the closing of the Merger; and (ii) the average closing price of the Company common stock on the NYSE American for the five trading days immediately prior to the date such a claim is made. The Company has agreed to deposit an aggregate of 1,215,278 shares of common stock to be issued to current officers and directors of the Company in lieu of deferred salary and fees into escrow to secure its indemnification obligations, the issuance of such shares requiring the approval of the Company’s common stockholders.
In connection with, and as a condition to the closing of the Merger, the Company is seeking the consent of the holder of its Series A Preferred Stock (“ Series A Preferred Stock ”) to amend the terms thereof to: (i) allow the Company to pay all accrued but unpaid dividends up to September 30, 2017 in additional shares of Series A Preferred Stock based on the value of the liquidation preference thereof, (ii) eliminate the right of the Series A Preferred Stock holders to receive any dividends accruing after September 30, 2017, and (iii) convert each share of Series A Preferred Stock into 10 shares of Company common stock. An affirmative vote of 66.7% of all shares of Series A Preferred Stock voting as a class as of the record date of the proxy statement is required to amend the terms of the Certificate of Designation to provide for these changes, as required under the Merger Agreement.
12.3m OS as of November 2017...
Upon completion of the Merger transaction, EnerJex’s Common and Series A Preferred shareholders will own approximately 15% of the combined company. The Company is valuing AgEagle at approximately $20,000,000 prior to the completion of any financing that occurs in advance of the merger.
The transaction, which has been approved by the board of directors of both companies, is expected to occur late in the fourth quarter of 2017 or first quarter of 2018, subject to various closing conditions, including, among other things: approval by the stockholders of both EnerJex and AgEagle; the raising of at least $4 million prior to the consummation of the merger; approval by NYSE for the listing of the combined company’s common stock on the NYSE American exchange immediately upon consummation of the merger; and other closing conditions. The Company intends to dispose of its principal assets, primarily its Kansas oil and gas properties, concurrently with the closing of the Merger. In the event the Merger is not consummated the Company does not have a present intention to dispose of the above described assets.
EnerJex Resources, Inc. Receives Listing Plan Acceptance by the NYSE AmericanSource: GlobeNewswire Inc.
(NYSE American: ENRJ) – EnerJex Resources, Inc. (the “Company”) announced that the NYSE American (the “Exchange”) notified the Company that it accepted the Company’s plan to regain compliance with the continued listing requirements of the Exchange.
On October 19, 2017, the Company received notice that they were not in compliance with NYSE American’s continued listing standards. Specifically, the Company is not in compliance with Section 1003(a)(i) of the NYSE American Company Guide since it reported losses in two of its three most recent fiscal years.
The Company submitted its plan of compliance on November 20, 2017, and on December 22, 2017, the Exchange notified the Company that it accepted the Company’s plan and granted the Company an extension until April 19, 2019 to regain compliance with the continued listing standards. The Company will be subject to periodic review by Exchange Staff during the extension period. The Company is not currently in compliance with NYSE American listing standards, but its listing is being continued pursuant to the extension.
The plan accepted by the Exchange was substantially based on the potential merger between the Company and AgEagle Aerial Systems, Inc., as announced in the Company’s Form 8-K filed with the Commission on November 20, 2017.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
Apart from statements of historical fact, the text of this press release constitutes forward-looking statements within the meaning of the U.S. securities laws, and is subject to the safe harbors created therein. These statements include, but are not limited to, statements regarding the future business operations of EnerJex Resources, Inc. (the “Company”), the prospect for development of AgEagle Aerial Systems’ drone devices, the possibility of a merger transaction between the companies, and possible benefits from such a merger for the companies and their respective stakeholders. These forward-looking statements speak only as of the date of this news release. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. Such statements reflect management’s current views and are based on certain assumptions that may or may not ultimately prove valid. The Company’s actual results may vary materially from those contemplated in such forward-looking statements due to risks and uncertainties to which the Company is subject, including uncertainties about the parties’ ability to complete the merger; uncertainties concerning the sufficiency of the Company’s remaining funds to continue operations; uncertainties regarding the negotiation with the Company’s lenders; and other factors.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval.
EnerJex filed a registration statement on Form S-4 in connection with the proposed transaction includes a definitive proxy statement and a proxy card, and will be mailed to the Company’s stockholders seeking any required stockholder approvals in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders may obtain, free of charge, copies of the definitive proxy statement/prospectus and any other documents filed by EnerJex with the SEC in connection with the proposed transactions at the SEC’s website (http://www.sec.gov), at EnerJex’s website, or by directing written request to: EnerJex Resources, Inc., 4040 Broadway Street, Suite 425, San Antonio, TX 78209, Attention: Louis G. Schott, Interim Chief Executive Officer.
The Company and its directors and executive officers and AgEagle and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement referred to above. Additional information regarding the directors and executive officers of the Company is also included in the Company’s Definitive Proxy Statement on Schedule 14A relating to the 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2017. This document is available free of charge at the SEC web site (www.sec.gov), at the Company’s website, or by directing a written request to the Company as described above.
Contact Information, 4040 Broadway, Suite 508 San Antonio, TX 78209 Attn: Louis Schott (210) 559-1670
EnerJex Resources Signs Definitive Merger Agreement with Commercial Drone Company AgEagle Aerial Systems
Computer Analytics of Hi-Resolution Aerial Imagery Serving the Precision Ag Industry
EnerJex Resources Receives Notice of Non-compliance with NYSE American Listing Standard; Intends to Submit Compliance Plan Including this Transaction
SAN ANTONIO, TX - , Oct. 20, 2017 (GLOBE NEWSWIRE) -- EnerJex Resources, Inc., (NYSE American: ENRJ) announced today that it has entered into a definitive Merger Agreement with AgEagle Aerial Systems, Inc., a leading commercial agricultural drone company. AgEagle products are designed to improve centuries old farming methodologies through the use of GPS technology, high-resolution aerial imagery, computer learning and robotics.
AgEagle’s line of automated flying drones collect valuable information for farmers by flying over large fields of corn, soy beans, wheat and other types of crops, collecting thousands of ultra high resolution pictures using sophisticated near-infrared sensors (cameras). The images are loaded to the cloud midflight through cellular connectivity and stitched together to form one large, near-infrared aerial picture. Unlike the human eye, algorithmic-based computer programs are able to determine the current health of the photographed crop by analyzing the amount of near-infrared light reflected from the plants. Healthy plants reflect more near-infrared light while unhealthy plants absorb the light. Using this high resolution, near-infrared image, a farmer or an agronomist is able to create a ‘prescription map’ that is then fed into the computers that guide large precision crop sprayers so that chemicals, herbicides, pesticides and nutrients can be applied more precisely in the fields, saving money, increasing the amount of yield per acre, and improving the environmental impact of farming.
“Our goal at EnerJex has been to maximize stockholder value and we believe AgEagle, with its strong leadership team, is well-positioned to capitalize on the fast-growing agriculture drone market,” said Louis Schott, CEO of EnerJex. “While AgEagle is focused on the agriculture market, we believe there is opportunity for drones in the oil and gas industry.”
AgEagle’s board of directors includes company founder and CEO Bret Chilcott, a representative from stakeholder Raven Industries, and Grant Begley, formerly the senior advisor to the Undersecretary of Defense for drones and corporate leader to Lockheed Martin and Raytheon for their respective drone initiatives.
“With 2.1 million farms on 235 million acres of land in the U.S., we believe the precision agriculture sector of the unmanned aerial vehicle market presents robust opportunities for our products,” said Bret Chilcott, AgEagle CEO. “Now that Amazon and WalMart are heavily investing in the grocery and food services industry we believe an “Amazon Effect” is in store for the agriculture industry, which will require a systematic overhaul of the current processes and a rapid adoption in technology on the farm to increase crop yield and reduce expenses. When Wal-Mart and Amazon come into a business, margins often get squeezed dramatically. We believe our product can be cost effectively layered into the workflow of farms in the U.S., and around the world, to increase profitability in an industry under constant margin pressures. We believe a technology revolution is coming to the farming industry and we further believe that our product demonstrates a clear return on investment for farmers and agronomists alike.”
AgEagle markets its products through a distribution relationship with Raven Industries, a leading precision agriculture company. Additionally, AgEagle markets its drones directly to farmers and independent agronomists (crop consultants).
Other key aspects of the drone industry include:
In a 2016 report, Goldman Sachs labeled AgEagle as a Major Player in the agriculture drone space. In a 2017 report, Goldman Sachs identified the total addressable market for agriculture drones at $5.9 billion over the next five years. The United Nations Food and Agriculture Organization (“FAO”) projects that the world will require 70% more food production by 2050 in order to keep up with population growth.Goldman Sachs suggests that the commercial Unmanned Aerial Vehicle industry has a $21 billion total addressable market with an estimated triple-digit compounded annual growth rate from 2016 to 2020.PricewaterhouseCoopers pegs the addressable market for agriculture drones at $32.4 billion, second only to the infrastructure sector.
More information about AgEagle can be found by visiting its website at www.ageagle.com.
Upon completion of the Merger transaction, EnerJex’s Common and Series A Preferred shareholders will own approximately 15% of the combined company. The Company is valuing AgEagle at approximately $20,000,000 prior to the completion of any financing that occurs in advance of the merger.
The transaction, which has been approved by the board of directors of both companies, is expected to occur late in the fourth quarter of 2017 or first quarter of 2018, subject to various closing conditions, including, among other things: approval by the stockholders of both EnerJex and AgEagle; the raising of at least $4 million prior to the consummation of the merger; approval by NYSE for the listing of the combined company’s common stock on the NYSE American exchange immediately upon consummation of the merger; and other closing conditions. The Company intends to dispose of its principal assets, primarily its Kansas oil and gas properties, concurrently with the closing of the Merger. In the event the Merger is not consummated the Company does not have a present intention to dispose of the above described assets.
NYSE American Notice of Non-compliance
On October 19, 2017, the Company received notice from NYSE Regulation, Inc. that it is not in compliance with certain NYSE American (“NYSE American”) continued listing standards relating to stockholders’ equity. Specifically, the Company is not in compliance with Section 1003(a)(i) (requiring stockholders’ equity of $2.0 million or more if an issuer has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years) of the NYSE American LLC Company Guide (the “Company Guide”). As a result, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide and is required to submit a plan by November 19, 2017 advising the NYSE American of the actions the Company has taken or will take to regain compliance with the NYSE American continued listing standards. The plan period may not exceed April 19, 2019.
The Company intends to submit a plan by the November 19, 2017 deadline. The plan will be based in significant part upon the Merger and the associated financing. The Company expects that its common stock will continue to be listed on the NYSE American while the Company seeks to regain compliance with the listing standard noted, subject to the Company’s compliance with other continued listing requirements. If the Company fails to submit a plan or if the Company’s plan is not accepted then the NYSE American may commence delisting procedures. Upon completion of the merger, the Company will be required to satisfy all applicable requirements for initial listing on the NYSE American.
In addition to this press release, today EnerJex filed a Current Report on Form 8-K with the SEC in which more detailed information about the merger transaction, AgEagle’s business, and the non-compliance notice can be found (www.sec.gov).
I got out yesterday agreed!!!!
I got a bad price and I'm at .263 However after looking into this deal it looks very shaky. The companies web site is absolutely terrible. I have never seen such outdated information for a company vision. They obviously conceal lack of earnings for a reason. They have a pathetic market cap. This company has been a revolving door of top execs . No one wants to be the captain of this disaster. I found it interesting that at first glance of the ameagle drone company page they have zero news about the potential merger. They have every other type of news about relative stuff to their business. Enrj has serious cash flow problems and this deal at best looks to me to be a parachute for the incompetent and shady enrj management. I really don't see this deal going down as I think the company providing the capitol to enrj that the deal hinges on will back out of the deal. The company is just trying to get a price spike so execs can get paid because they won't get paid any other way anytime soon. This company has had a slew of different names. They appear to be very shifty. I am going to look to get out of my position with any upward spike.
Same question.
$2.00??
A guess or based on something?
REAL VOLUME COMING $$$$
LOW O/S $$$$$$
Share Structure:
Outstanding Shares 12,323,463 a/o Nov 13, 2017
https://www.otcmarkets.com/stock/ENRJ/profile
REAL VOLUME COMING $$$$
So with the huge volume at the end of the day, it is possible we could see an announcement real soon as to it being final.
Where did you find a $2.00 figure?
MERGER GOING THROUGH $$$2.00$$
EnerJex Resources, Inc. Acceptance by (NYSE American: ENRJ) @ .26$$$$$$$
ADVANCE MERGER expected to occur late in the fourth quarter of 2017 or first quarter of 2018,
MERGER WITH:
AgEagle Valued @ $20,000,000 prior to the completion of any financing that occurs in advance of the merger.
http://www.b2i.us/profiles/investor/ResLibraryView.asp?ResLibraryID=86324&BzID=2176&g=559&Nav=0&LangID=1&s=0
ENRJ (Enerjex) is done IMO. PR about 500K and getting into the drone business? Their website still shows KS assets they havent had in a while. Its stressed.
This morning PM.
That's great. Do you know when (time) that news came out? After hours?
Zero . Round to bottom $
San Antonio, TX, Dec. 27, 2017 (GLOBE NEWSWIRE) -- (NYSE American: ENRJ) -- EnerJex Resources, Inc. (the "Company") announced that the NYSE American (the "Exchange") notified the Company that it accepted the Company's plan to regain compliance with the continued listing requirements of the Exchange.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12421297
I guess it is good news. Stock moving up.
Can you post it?
Oil 15 dollar a barrel !!!!
Going lower .21 is expensive $ .08
Ok autocorrecting no longer adding the useless U.
No clue. Got a reponse from the IR concerning the document to regain compliance with the AMEX. She sent it on to higher.....hopefully they reply this week.
Why ENRJ called enruj when I put in symbol?
Does anyone have any clue if this plan was submitted?
Now that the filing is out of the way, don't they have to submit a plan to the SEC by the 19th of November to remain compliant?
From the news on October 20:
"has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years) of the NYSE American LLC Company Guide (the “Company Guide”). As a result, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide and is required to submit a plan by November 19, 2017 advising the NYSE American of the actions the Company has taken or will take to regain compliance with the NYSE American continued listing standards. The plan period may not exceed April 19, 2019."
Link to 10Q. On time.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12383116
Works fine BHug -- thanks !
I have never posted a link here so bear with me if it doesn’t work right!
https://seekingalpha.com/filing/3766305
Seeking alpha has posted a release of ENRJ fins. Has merger info in it as well. Haven’t been able to find it on other websites though.
ENRJP was the ticket, waited too long as vol. had been almost non-existent..
The mm's certainly tricked us into buying on Friday. Maybe it'll go back up if/when the merger goes thru.
I'm leaving shortly and will see you 2-moro.
Looks like my pennystream news feed was wrong . Finviz saying 11/20 .
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