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"...there can be no assurance that the Panel will grant the extended stay or that the Panel will grant the Company an extension to enable it to complete the planned merger transaction and thereby demonstrate compliance with all applicable requirements for listing on The Nasdaq Capital Market."
Whoa....The CEO of the largest US coal producer contends that coal is essential. I never saw that one coming!
I doubt that even the currently conservative Australian government is going to plow money into this bankrupt company. And, I am cautiously optimistic the World is going to wake up to the vast and fearful consequences of fossil fuel burning in the near future. Either that or everybody suffers tremendously.
Found this on another forum. Somewhat earth-shaking.
The merger plan stated a planned rebranding, name and symbol change. The new management and almost all assets will be
Australian. I expect a U.S. delisting and subsequent listing on ASX
It's f@#ked! Short it all the way back to <$2.
Looks like AVRA baulking at US listing IMHO otherwise why not get some details out for regulators?
Why financial advisors didn't arrange for warrant exercise when 62m shares traded in two days well above exercise price is beyond me. Would have guaranteed equity funding, instead of debt, cancelled all prior debt and left everyone except shorters happy.
Houston energy co. faces impending Nasdaq delisting
American City Business Journals
Joshua Mann
,American City Business Journals•November 18, 2019
By Joshua Mann – Senior reporter, Houston Business Journal
5 hours ago
Houston-based Synthesis Energy Systems Inc. (Nasdaq: SES) is just weeks away from being delisted from its stock exchange, unless it can convince the Nasdaq that it can turn things around.
The company got its first notice from the exchange May 16, indicating that stockholders’ equity in the company had fallen below the minimum $2.5 million, according to filings with the U.S. Securities and Exchange Commission from the time. The company proposed a plan to regain compliance with the listing rules and got a period of 180 days to do so, according to the filing. The plan involved a merger with Australian Future Energy Pty Ltd., but that deal still hasn’t closed, according to a Nov. 15 press release.
The company plans to seek a hearing with a Nasdaq panel, which Synthesis said in the press release would give it until Dec. 5 — and hopefully further — before the exchange can begin delisting proceedings.
On top of all that, Synthesis got another warning in October that it had run afoul of more listing rules by failing to file a quarterly financial report for the most recent quarter. The exchange told the company that it could not consider any plans to regain compliance on that front, given the issue with stockholder equity, according to the Nov. 15 release.
Synthesis Energy plans to acquire the shares of Australian Future Energy that it doesn’t already own for about $36 million, according to an earlier Synthesis press release. The deal is expected to close in the first quarter of 2020, Synthesis said.
Synthesis currently owns about 35 percent of AFE. The Australian company was created to own a position in resources, such as coal and biomass, for production of fuel gas and synthetic natural gas to be used in power generation and the production of agricultural chemicals using Synthesis' gasification technology, according to the release. AFE is Synthesis' exclusive channel to the Australian market.
When the acquisition closes, AFE CEO Kerry Park will become president and CEO of Synthesis, and AFE COO will become COO of SES. A new CFO for SES will be named when the deal closes, if not before. Robert W. Rigdon, currently vice chairman, president and CEO of SES, will remain on the company's board. Synthesis' board also is expected to appoint one or more additional independent directors, as all other current directors of SES will resign their positions when the deal closes.
Synthesis’ most recent annual financial results are unavailable, as they have not yet been filed, but it produced $1.51 million in revenue during the fiscal year that ended in June 2018, according to an SEC filing at the time. The company said in its latest SEC filing that it is working to get the annual report, along with a regulatory filing associated with the AFE deal, done and filed.
Have no idea why this didn't drop today as expected. Two possible explainations. 1) Lizard-brained, incautious newbs keep coming back to the same rock where they caught a fly two weeks ago, or 2.) Shorts accumulating shares DELIBERATELY driving price up first.
Okay, but likely they have better tech if they are better capitalized, too. There are currently cities like New Delhi and Peking that are gas chambers where people have to stay indoors or risk lung diseases due to fossil fuels. That comparison of batteries with coal was deliberately misleading, IMHO. The whole point of batteries is that they can be RECHARGED hundreds, if not THOUSANDS of times, when used in conjunction with wind, solar, cow pies, etc. In any case, this is a mismanaged company. It wouldn't matter WHAT they were selling at this point.
"Natural gas is not scarce."
It is on the east coast of Australia. We have three LNG plants at Gladstone with long term LNG contracts to Asia and not enough gas to supply those contracts.
Domestic gas price have gone so high Qld govt is intervening.
I don't know what will happen with SES. It seems it has a stay of proceedings until 5 Dec. Let's see what happens then.
Latest short interest shows 5-fold increase since previous report. Someone is going to get squeezed.
India, with a population of 1.3 billion and a per capita GDP of $1,593 cannot afford lithium ion batteries, solar panels, or windmills. Either they A) go to clean coal, or B) live a life of poverty. Sorry.
OMINOUS SEC NOTICE was received a couple days ago. It looks like SES may get delisted. It seems they are contending they can't come up with a plan to fulfill the shareholder equity requirements until the merger, and SEC is tired of waiting. I don't see why ANY entity would fund Gladstone. Natural gas is not scarce. Alarm at the cost of fossil fuels in terms of climate change is spreading.https://last10k.com/sec-filings/ses/0001493152-19-017757.htm?utm_source=stocktwits&utm_medium=forum&utm_campaign=8K&utm_term=ses
Think you have it right with the organizational chart You were lucky NOT to be a s/h. Monday may well be a bloodbath.
So, is Batchfire ONLY made up of AVRA and AFE shareholders? Are not those 33% of the BF Shareholders ALSO individuals who likely are AFE shareholders?
I think most of the s/holders are common to both companies.
SES is a s/h of both AFE & BF. Edek Choros is a major player in both. My understanding is that all AFE s/h have indicated they will accept the SES offer and all BF s/h except AVRA. I don't know what AVRA will do. As I said, I believe AVRA want an exit strategy put to it so I'm assuming SES's financial advisers will hatch a plan.
BF will make a lot of profit going forward so it is in everyone's interest to come up with a deal that satisifes all parties.
No, I am not a SES s/h.
BTW, my understanding is that the China companies found a way to licence the SES gassification process w/o paying. Now, with ownership of its own coal SES has a pathway to construction of a plant and cashflow to service debt. On my calculations SES will need to raise $250m in 12 months time for the equity component of the Gladstone plant.
Do you think thermal coal has a future?
This is PRETTY BAD, Kids. The way I read this, they are CAUGHT in a Catch 22 situation. They need TIME for the merger to go thru for them to be able to satisfy the PREVIOUS SHAREHOLDER EQUITY ISSUE. But the SEC is NOT required to give them that time. In fact, I am reading between the lines, and thinking the SEC AIN'T GONNA..... In other words, it D-DAY. Just in time for PEARL HARBOR DAY!!!
I am trying to understand but not entirely succeeding So, is Batchfire ONLY made up of AVRA and AFE shareholders? Are not those 33% of the BT Shareholders ALSO individuals who likely are AFE shareholders? Do you find dates/deadlines when these arrangements must be concluded by? As you may know SES is behind in regulatory reporting to the SEC. Would it be your guess that they are waiting to see how events unfold before they reveal this reportage? Cynically, what picture would you imagine SES management might want to present and why? Thank you. BTW, are you holding SES?
100% of AFE & 33% of BF shareholders have said they will accept.
The key is the attitude of 67% s/h AVRA. AVRA needs to be assured by SES financial advisors that it will be able to exit since it is a Singapore-based coal trader not a long term investor.
I'm watching to see if warrants are being exercised although how you tell that other than for insiders reporting I don't know. All of the $3 warrants could have been exercised given the volume of shares that have traded above that price since the deal was announced. That could also be true of the $6 warrants in which case short term finances for SES are no problem at all.
Somebody asked recently if they $SES will have MONEY for the recent acquisitions. Great question. Since they valued the takeover of the two companies, AFE and Batchfire at a combined cost of $120 MILLION.
This sleeper, low float stock got a TERRIFIC JOLT mid-October from the NEWS that it was involved in a $120 MERGER. But virtually NOBODY BOTHERED to ask that simple question. And still, this idea is in the background supporting, to some intangible extent, the share price.
One big question is whether both AFE and Batchfire (Coal mine company in Australia) would accept SES shares as payment for being taken over. (At this point, SES is on life-support, and has zero cash to offer.)
Here is why they MIGHT NOT--The OFFER IS BASED ON THE VALUE OF THE SHARE PRICE STAYING AT $6.00 or above,. Though the final number of shares to be created has not been arrived at yet, we can kinda work it out to a figure of TWENTY MILLION SHARES being created, and 20M X $6.00 = $120 Million. Is good, yes?
The really BIG question is, does the share price HOLD at that price, assuming a certain percentage of the Batchfire shareholders agree to trade in their shares to SES.
One thing is ABSOLUTELY CERTAIN. This will NO LONGER be a company for penny stock flippers to be able to create big price moved simply by YOLOing in and out. BECAUSE, instead of the shares outstanding of 1.4 million and a float of 1.2 million today, there will be TENS OF MILLIONS MORE.
The company has ALREADY announced they will be paying off some loans with shares shortly. Having NO MONEY FROM OPERATIONS OR BANKS this is INEVITABLE.
Of course, there may or may not be more money coming in. (THAT wouldn't take much, at this point, lol!) Batchfire does own a working mine that generates income. ALTHOUGH, I believe they, too, have been struggling to find cash for capital improvements.
THAT is the argument no doubt SES will present to them. That hitching their fortunes to SES will enable this private company to get access to capital in the US. The problem is that SES is hell-bent to sell its coal-to-gas conversion tech, and it has NOT been doing well in the marketplace.
You can hardly blame the principals for trying. They have had a long history trying to get the tech going. But if I owned a working mine, and was being asked to join up with a company with debt, an unsaleable tech,
failing joint ventures with the Chinese.
Maybe the coal business is bad enough they might figure, what the heck? Coal is not so popular these days. Who knows, maybe the next Green government in Australia will SHUT THEM DOWN ENTIRELY!!
People are starting to see the consequences of global warming and might go on the WARPATH AGAINST FOSSIL FUELS. I would not want to be invested in coal mining when that happens. At least SES has a 'conversion' scenario for changing to coal to gas or ammonia.
Doing some preparation NOW will help you avoid some UNPLEASANT SURPRISES later when you see the float/market cap figures start jumping all over the place. I don't really see why anyone would want to own this stock unless they are somehow convinced coal-to-natural gas/ammonia was going to be a thing.
I don't get paid to write this. I do have a short position. Please do your own due diligence.
Thanks so much for that. Could you summarize the most important points? I'll PROBABLY buy a short subsription in the end, but like to save the money if I can.
So SES currently has 255 OF BF? Ho much does AFE have? Or has it permanently 'spun off' what it had to private owners? That is what the PR released at the AFE site says, which is about as clear as they come in trying to understand.
It still seems the long and the short of it is that SES brings very little to the party, OTHER THAN $10M in debt, some BF shares, and a re-invigorated share price based on a Pennystock Tulip Mania that is largely ignorant of the terms of the merger.
The mania persists, although at slightly lower levels of around $7 per share, largely because of the low-float, which allows for a lot of manipulation and wild speculation. It WAS trading at $1.60 before the merger.
What I don't get is how SES plans to keep the value of its stock high with the ammount of dilution it is going to be doing. That will probably lose it a lot of followers, who will just move on to the next meme stock.
Do you understand some of the timeline here? Like when the shareholders meet to agree to the merger? THanks.
Was there not a split when that happen?
"Why would BF stockholders want to get married to a stock that is dead but doesn't know it yet?"
That is a very good question. BTW 15m shares will be issued if 100% of BF s/holders accept.
One answer is that I assume SES's advisors have guaranteed AVRA an early exit. AVRA is a coal trader not a long term investor. It bought in when BF was experiencing some financial difficulties.
This is an article from the beginning of the year in the Australian Financial Review, a highly respected newspaper.
https://www.afr.com/street-talk/callide-coal-owners-power-up-search-for-funds-20190107-h19si0
I Don't think so. Where did you get those Batchfire numbers? I don't see anything. that this 'merger' would add to Batchfire's bottom line. What would Batchfire shareholders get out of it? SES has a market cap of 12M and debts of 10M. The only money it makes is from 'consulting', a very vague source of income.
Plus SES EXISTS to promote their proprietary technology which nobody wants.
They are being asked to trade 12 of their shares for one of SES's. Since we dont know how many shares there are of BF, its hard to figure out the value of that. Or not.
I admittedly can't follow you on your analysis of recent orders, but you should realize this stock has also been taken up by a WHOLE UNIVERSE of pennystock traders. They are only there for short term gains. There are ringleaders with THOUSANDS of followers who jump in and out of thinly-traded stocks that have lots of volatility.
The filing last Friday indicated they would be issuing shares to pay the 10m in debt. And they are already going to issue 3.75M to take over AEF. They are already QUADRULING their float before they even GET to issuing shares to BF holders.
This dilution would bring the share price down to $2.12 based on today's closing price of $8.5. And, at the moment, SES is burning money and unprofitable. Its only hope is that the uniformed will keep buying th stock during this interregnum so it can acquire, at least, the profitable assets in the form of the BF shares held by AEF. And any others that BR shareholders are too stupid to give away.
Be careful attributing the recent run-ups to some secret information that has leaked out somewhere. This has been a dog stock for a long time. It is on the verge of being delisted. Why would BF stockholders want to get married to a stock that is dead but doesn't know it yet?
Pollution turns Delhi into 'gas chamber'
http://english.sina.com/world/as/2019-11-04/detail-iicezzrr7065549.shtml
Batchfire’s figures alone are staggering:
“Potential investors have been asked to think about a $624 million a year business at the revenue line by the 2023 financial year, and $176.5 million at the EBITDA line. The operation produced $417.7 million revenue and $46.2 million EBITDA in the 2018 financial year.”
Monster energy play in the making imo.
* * $SES Video Chart 10-29-2019 * *
Link to Video - click here to watch the technical chart video
More news from the gasification sector. Note that APD is involved in natural gas and coal gasification whereas SES is coal and biomass gasification.
This ran from $6.50 area to $26 in one day a few weeks ago. Buying volume off the charts again. Monster move coming again imo.
Had a 1300 share order this morning at $5.55. Got to $5.56. FML. I have been holding a decent amount for the last week so still happy with day so far.
Huge buying again, back to $20's with covering. Something big coming leaked.
You know, they probably did. Of course. Although I admit I have lost track. They TYPICALLY have not met deadlines recently. Not something that builds a lot of confidence. How hard can it be to do a revision of balance sheet, cash flow, etc., I think I could do that, and I went to biz school when there were still dinosaurs roaming the blubbering earth. They DID, however, spent a LOT of time and money on all their stock arrangements. I think they are in extreme survival mode and are reluctant to release information that could make life any harder for them than it already is. An they are trying to generate all kinds of excitement about a 'MERGER'. And guess what, it worked. The pennystock get-rich-quick contingent went crazy over it, without paying much attention to the details.
I thought they filed for extension.
WD Recent short articles and losses today. I wonder how he could have convinced SO MANY STOCKHOLDERS to sell their shares?? : SES -8.09%, RESN -5.26%, , UEEC -4.84 DCGD =4.95, TRXC -3.23 %
INFORMATIONAL POSTING ONLY. Do your own DD. Not affiliated with WD or any other advicor.
But what percentage of ownership in the mine at what cost are you assumming. I have a hard time imagining private owners of the remaining 65% of the mine NOT owned by AFE signing up to hitch their wagons to SES stock price. Perhaps THAT is why nobody in the SES/AFE sphere has cashed in on the high SP of the moment. Looks like they better fish or cut bait soon....
I think I agree. But wouldn't that also provided a lot of dilution that would bring down the SP? Maybe they all have sworn a pack not to. But I wonder what they are waiting for? Most of this boost have been based on low-life new day-traders looking for a repeat of the 10/14 performance.
This could explain the recent drop.https://www.bizjournals.com/houston/news/2019/10/23/houston-based-synthetic-gas-co-runs-afoul-of.html?ana=yahoo&yptr=yahoo
Sure, who WOULDN'T support a new plant? So long as its build with other people's MONEY!! Lol!
SES got the U-Gas technology from the Gas Technology Institute. Now I see that the Gas Technology Institute is working on something called R-Gas. I wonder what the difference is?
https://www.gti.energy/optimizing-u-gas-applications/
https://www.gti.energy/advancing-r-gas-entrained-flow-coal-gasification-at-demonstration-plant-in-china/
Proposed SES plant at Gladstone has Qld Govt support. Here's why.
"Incitec Pivot Managing Director and CEO Jeanne Johns expressed his gratitude for the Queensland Government’s domestic gas policy.
“We are grateful for the support of the Queensland Government, particularly Premier AnnastaciaPalaszczuk and her Government’s domestic-only gas policy initiative to support local manufacturing businesses and jobs,” Ms Johns said.
https://www.australianmanufacturing.com.au/71395/incitec-pivot-secures-three-year-gas-supply-agreement-for-its-gibson-island-chemical-plant
Very disappointed Paulsons didn't sell more shares to exercise the 1m warrants at $0.50 into 125,000 shares. There was certainly enough volume to execute the switch. I was hoping other warrant holders might also sell into the huge volume & price rise, make a profit for themselves and put a few million dollars in the treasury.
Selling above $10 and exercising warrants at $6 or less seems like easy money.
Follow the money, someone has been loading. I saw huge bids this AM in the high 7s, don’t think they are concerned about the manipulating drops
Paulson filing. Got rid of warrants and acquired common stock.
https://ih.advfn.com/stock-market/NASDAQ/synthesis-energy-systems-SES/stock-news/80961738/statement-of-changes-in-beneficial-ownership-4
15 seconds left and buys going off at $7.35, they drop in trades at $7.01 with seconds left lol. Talk about trying to pad that short position to look better. VWAP today $7.51.
Funny stuff, tick tock tick tock..
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