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board seems a little slow, with all the toxic funding out there you think this would be on most active board list...
LJPC S8 for over 600 million shares..
http://www.sec.gov/Archives/edgar/data/920465/000119312512467226/0001193125-12-467226-index.htm
DCTH 2 yr $35M loan deal - discounted shares
Well this is a clever one. Put your stock up like a pawnshop ticket. 1.35 -0.11 21K vol.
ELCATH SECURES A $35 MILLION COMMITTED EQUITY FINANCING FACILITY WITH TERRAPIN OPPORTUNITY, L.P.
(Thomson Reuters ONE via COMTEX) -- Webcast Today at 5:00 P.M. ET
NEW YORK, December 5, 2012 - Delcath Systems, Inc. /quotes/zigman/84311/quotes/nls/dcth DCTH +0.69% announced today that it has obtained a committed equity financing facility (CEFF) under which it may sell up to $35 million of its registered common stock to Terrapin Opportunity, L.P., over a 24-month period. Delcath is not obligated to utilize any of the $35 million facility and remains free to enter into and consummate other equity and debt financing transactions, subject to certain restrictions.
"Establishment of this CEFF provides us with an important addition to our financing options," said Eamonn P. Hobbs, President and Chief Executive Officer of Delcath. "CEFF is a commonly used financing vehicle for late-stage development companies, particularly in the biotech space, and this vehicle provides us the ability to potentially raise capital more efficiently by issuing shares at the time of our choosing. With $28.3 million in cash and equivalents at September 30, 2012, and an additional $21.5 million currently available under our At-The-Market program, we believe the CEFF provides us with the resources and flexibility required to execute our operation plan through our June PDUFA goal date and well beyond."
Delcath will determine, at its sole discretion, the timing, the dollar amount and the floor price per share of each draw under the facility, subject to certain conditions. When and if Delcath elects to use the facility, the Company will issue shares to Terrapin at a discount ranging between 3.6% and 5.8% to the volume weighted average price of Delcath's common stock over a preceding period of trading days. Financial West Group, Member FINRA/SIPC, will act as placement agent and receive a fee for its services at the time of any draw under the facility. Any shares sold under this facility will be sold pursuant to a shelf registration statement declared effective by the Securities and Exchange Commission on October 9, 2012. No warrants will be issued in connection with this facility.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.
Webcast
The Company will host a webcast today at 5:00 p.m. ET to discuss recent corporate developments, followed by a question-and-answer session. Webcast listeners will have the opportunity to submit questions to management during the live webcast. Select questions will be summarized and addressed during the question-and-answer portion of the call.
The live webcast will be available on the Events & Presentations page on the Investor Relations section of Delcath's website at http://www.delcath.com/investors/events/ . Webcast participants may submit questions electronically via the webcast interface. For those unable to listen to the live webcast, an archived webcast replay will be available at http://www.delcath.com/investors/events/ beginning approximately two hours after the completion of the live call and will be available for two weeks.
About Delcath Systems
Delcath Systems, Inc. is a specialty pharmaceutical and medical device company focused on oncology. Delcath's proprietary system for chemosaturation is designed to administer high dose chemotherapy and other therapeutic agents to diseased organs or regions of the body, while controlling the systemic exposure of those agents. The Company's initial focus is on the treatment of primary and metastatic liver cancers. In 2010, Delcath announced that its randomized Phase 3 clinical trial for patients with metastatic melanoma in the liver had successfully achieved the study's primary endpoint of extended hepatic progression-free survival. The Company also completed a multi-arm Phase 2 trial to treat other liver cancers. The Company obtained authorization to affix a CE Mark for the Generation Two CHEMOSAT? delivery system for melphalan hydrochloride in April 2012. The right to affix the CE mark allows the Company to market and sell the CHEMOSAT system for melphalan hydrochloride in Europe. In October 2012, the Company satisfied all of the requirements to affix the CE Mark to the Hepatic CHEMOSAT Delivery System device for intra-hepatic arterial delivery and extracorporeal filtration of doxorubicin, providing a regulatory pathway for CHEMOSAT with doxorubicin hydrochloride injection for countries in Asia that accept the CE Marking as part of their national regulatory requirements. The Company has not yet received FDA approval for commercial sale of its system in the United States. The Company's NDA has been accepted for filing and substantive review by the FDA. For more information, please visit the Company's website at www.delcath.com .
NBY ah Public Offering Stk & Warrs
1.15 -.24 on 40K vol.
Also has a 7:30a $1.5M funding deal announcement.
Dec. 5, 2012, 4:07 p.m. EST
NovaBay Pharmaceuticals, Inc. Announces Proposed Public Offering of Common Stock and Warrants
EMERYVILLE, Calif., Dec 5, 2012 (GlobeNewswire via COMTEX) -- NovaBay(R) Pharmaceuticals, Inc. (nyse mkt:NBY), a biotechnology company focused on addressing the large unmet therapeutic needs of the global anti-infective market with compounds such as its proprietary Aganocides(R), today announced that it intends to offer shares of its common stock and warrants in an underwritten public offering. NovaBay also expects to grant the underwriters a 30-day option to purchase additional shares of common stock to cover over-allotments, if any. Lazard Capital Markets LLC is acting as sole book-running manager for the offering. While the offering is expected to price before 9:30 am EST on December 6, 2012, the offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
A registration statement relating to the common stock and warrants offered in this offering has been filed with, and declared effective by Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement, as well as a final prospectus supplement, relating to the offering will be filed with the SEC, each of which will form a part of the effective registration statement. When available, copies of the preliminary and final prospectus supplements relating to these securities may be obtained by visiting the SEC's website at www.sec.gov or from Lazard Capital Markets LLC, 30 Rockefeller Plaza, 60th Floor, New York, NY 10020 or via telephone at (800) 542-0970.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About NovaBay Pharmaceuticals, Inc.
NovaBay Pharmaceuticals is a biotechnology company focused on addressing therapeutic needs of the global anti-infective market with its two distinct categories of compounds, Aganocides(R) and NeutroPhase(R) Skin & Wound Cleanser. NovaBay's four core business units, DermaBay, UroBay, EyeBay and MediBay, are developing treatments that tackle infections in the dermatology, urology, ophthalmology and wound care areas.
Cautionary Information Regarding Forward Looking Statements
The statements in this press release regarding NovaBay's expectation regarding the completion and timing of the proposed public offering are forward-looking statements that are subject to significant risks and uncertainties, and actual results could differ materially from those projected. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the public offering. There can be no assurance that NovaBay will be able to complete the public offering on the anticipated terms, or at all. Risks and uncertainties relating to NovaBay and its business can be found in the "Risk Factors" section of NovaBay's Form 10-Q, filed with the SEC on November 1, 2012, and in the preliminary prospectus supplement related to the proposed offering to be filed with the SEC. The forward-looking statements in this release speak only as of this date, and NovaBay disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: NovaBay Pharmaceuticals, Inc.
CONTACT: NovaBay Pharmaceuticals, Inc.
Thomas J. Paulson
Chief Financial Officer
510-899-8809
tjpaulson@NovaBaypharma.com
RNN Direct Offer $6.6M on 20M Units
12/04/2012 16:00 *DJ Rexahn Pharmaceuticals Closes Public Offering For $6,600,000 In Gross Proceeds
12/04/2012 16:00 *DJ Rexahn Pharm Closes Offering Of 20M Total Units
ALU in loan talks w/ GS
At the dollar point ALU hasn't got much room for error else see super lows. 2.4B OS to deal with.
http://www.bloomberg.com/news/2012-11-22/alcatel-lucent-said-in-financing-talks-with-goldman-sachs.html
Alcatel-Lucent SA is in talks with Goldman Sachs Group Inc. about obtaining a loan to strengthen the unprofitable network equipment vendor’s balance sheet, according to people familiar with the situation.
SCON doing 3.333M Common, Price soon
11/20/2012 14:40 *DJ Superconductor Technologies Inc. Announces Pricing Of Public Offering Of 3,333,334 Shrs Of Common Stk
SCON drops AH on proposed public offering
Fell ah .33 -.11 on some vol.
Nov. 19, 2012, 4:05 p.m. EST
Superconductor Technologies Inc. Announces Proposed Public Offering
AUSTIN, Texas, Nov 19, 2012 (GlobeNewswire via COMTEX) -- Superconductor Technologies Inc. /quotes/zigman/96988/quotes/nls/scon SCON -2.22% ("STI"), a world leader in the development and production of high temperature superconducting (HTS) materials and associated technologies, announced today its intention, subject to market and other conditions, to commence a public offering of its common stock. STI intends to use the net proceeds from the offering for general corporate purposes, including working capital and operations.
Aegis Capital Corp. is acting as the sole book-running manager for the offering.
The offering is being made pursuant to a shelf registration statement that Superconductor Technologies filed with the Securities and Exchange Commission ("SEC") and which is effective. A prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the prospectus supplement and the accompanying prospectus relating to these securities may be obtained by contacting Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY, 10019, telephone: 212-813-1010 or email: prospectus@aegiscap.com. Electronic copies of the prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov .
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
About Superconductor Technologies Inc. (STI)
Superconductor Technologies Inc., headquartered in Austin, TX, has been a world leader in HTS materials since 1987, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than a decade, STI has been providing innovative interference elimination and network enhancement solutions to the commercial wireless industry. The company is currently leveraging its key enabling technologies, including RF filtering, HTS materials and cryogenics to develop energy efficient, cost-effective and high performance second generation (2G) HTS wire for existing and emerging power applications. Superconductor Technologies Inc.'s common stock is listed on the NASDAQ Capital Market under the ticker symbol "SCON." For more information about STI, please visit http://www.suptech.com .
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
http://www.sec.gov/Archives/edgar/data/790652/000079065212000043/pre14c_103012.htm
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF IMAGING DIAGNOSTIC SYSTEMS, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Imaging Diagnostic Systems, Inc.
5307, NW 35th Terrace
Fort Lauderdale, FL 33309
(954) 581-9800
INFORMATION STATEMENT
(Preliminary)
October 30, 2012
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Imaging Diagnostic Systems, Inc.:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of common stock, no par value per share (the "Common Stock"), of Imaging Diagnostic Systems, Inc., a Florida corporation (the "Company"), to notify the Stockholders that on October 30, 2012, the Company received a unanimous written consent in lieu of a meeting of the holders of Series Q Preferred Stock, no par value per share (the "Series Q Preferred"), created by unanimous written consent of the Board of Directors of the Company (the "Board"), as permitted by the Company's Certificate of Incorporation, as may be amended (the "Certificate"). Each share of Series Q Preferred has the equivalent of 168,395,349 votes of Common Stock (based upon the outstanding number of shares of Common Stock issued at the time hereof). Currently, there is one holder of Series Q Preferred (the "Series Q Stockholder" or the "Majority Stockholder"), holding fifty-one (51) shares of Series Q Preferred, resulting in the Series Q Stockholder holding in the aggregate approximately 50.9989% of the total voting power of all issued and outstanding voting capital of the Company. The Series Q Stockholder authorized the following:
·
The 1-for-500 reverse stock split of the Company's issued and outstanding shares of Common Stock (the "Reverse Stock Split");
On October 30, 2012, the Board approved the Reverse Stock Split and recommended to the Majority Stockholder that she approve the Reverse Stock Split. On October 30, 2012, the Majority Stockholder approved the Reverse Stock Split by written consent in lieu of a meeting, in accordance with Florida law. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Reverse Stock Split.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about November 9, 2012.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
CBLI 1.89 -.59 -24% raises $15m financing
Haven't done DD myself but seems 3rd dilution of this kind.
http://finance.yahoo.com/mbview/threadview/?&bn=8bbd6ed0-2e5b-3387-ac5e-61e03b1608fb&tid=1350657551351-c787ef8d-c179-4b57-98e5-c3607cc16e31
$21mm loss in market cap due to announcement of raising $15mm
By b6283 . Oct 19, 2012 10:39 AM . Permalink
With the stock down $.60 right now, we've lost over $21 million in market cap. Aside from the obvious dilution issues, seems like a very bad pricing mistake. With issuance fees and expenses, I can only guess they'll net around $14 million. This is a massive destruction of value and, once again, reflects poor business decisions by top management.
In the nearly 4 years I've been a shareholder, I can't recall a time when management has handled the financial side of the business properly.
CTIC $60M convert $1.40 closed 2.04
Big R/S record. Closed down yest -13% so some baked in.
Today's News, October 5, 2012
7:33a Cell Therapeutics Prices Offering at $1.40/Common Share (Benzinga)
1:30a Cell Therapeutics Prices Underwritten Public Offering of $60 Million of Convertible Preferred Stock (PR NewsWire)
Security Notes
•New Issue=3-97 3,000,000 shs at $10 per sh by UBS Securities et al.
•Latest Add'l Issue=10-97 2,300,000 shs at $16 by UBS Securities et al.
•Capital Change=shs decreased by 1 for 4 split Pay date=04/16/2007.
•Capital Change=shs decreased by 1 for 10 split Pay date=09/02/2008.
•Capital Change=shs decreased by 1 for 6 split Pay date=05/16/2011.
•Capital Change=shs decreased by 1 for 5 split. Ex-date=09/04/2012.
AH 5 various Cos. set share offerings.
Haven't done DD on these but given 4 closed lower AH it's not likely the offerings are a real treat.
18:34 ET
Five companies across a range of industries detailed plans late Wednesday to offer common stock.
Ascent Solar Technologies Inc. (ASTI) said it plans to offer common stock, but didn't detail how many shares it would offer. The maker of photovoltaic modules plans to use proceeds for general corporate purposes. The company had 41.3 million shares outstanding as of July 26 . Shares fell 4.8% to $1.60 after hours.
Horizon Pharma Inc. (HZNP) intends to offer units, consisting of common stock and a warrant to purchase 0.5 of a share of common stock. The biopharmaceutical company didn't detail how many units it plans to offer. It plans to use proceeds primarily to fund commercialization activities for its Duexis and Rayos drugs in the U.S. and for other general corporate purposes. The company had 33.8 million shares outstanding as of Aug. 7 . Shares were off 6.3% to $4.29 after hours.
Cheniere Energy Partners LP (CQP) is launching an offering of eight million common units representing limited partner interests. The limited partnership plans to use proceeds to pay down debt and for general business purposes. Cheniere Energy had 31.5 million common units outstanding as of Aug. 2 . Units slipped 5.1% to $24.92 after hours.
Simon Property Group Inc. (SPG) said its stockholder Melvin Simon Family Enterprises Trust is offering about 5.9 million shares, representing its entire direct-ownership stake in the company and its operating partnership. The trust has a 1.9% ownership stake, according to a regulatory filing. Simon Property , the largest mall owner in the U.S., had 309.2 million shares outstanding as of Sept. 19 . Shares slid 1.4% to $158.50 after hours.
THL Credit Inc. (TCRD) unveiled plans to offer 5.3 million shares as the investment company looks to raise funds to repay debt and for general corporate purposes. The company had 20.2 million shares outstanding as of July 30 . Shares closed at $14.64 and were unchanged after hours.
Write to Nathalie Tadena at nathalie.tadena@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
(END) Dow Jones Newswires
09-19-12 1834ET
Copyright (c) 2012 Dow Jones & Company, Inc.
PURE 1.37 to 1.20 3.8M share offer $1.10
DOWNSIDE MOVERS am
PURE: 1.37 to 1.20
06:49 AM EDT, 09/12/2012 (MidnightTrader) -- PURE Bioscience, Inc. (PURE) announced the pricing of an underwritten public offering of 3,784,000 shares of its common stock, offered at a price to the public of $1.10 per share. The gross proceeds to PURE from this offering are expected to be $4.2 million.
The offering is expected to close on or about September 17, 2012, subject to customary closing conditions.
PURE fell 4% to $1.31 in the after-hours trade, hitting year lows.
Price: 1.31, Change: -0.06, Percent Change: -4.4
DRYS lower PT on convert senior notes
Imperial Capital Lowers Price Target on DryShips (DRYS)
Just in case wondered about impact of toxics.
August 23rd, 2012 by Latisha Jones
Imperial Capital decreased their price target on shares of DryShips (NASDAQ: DRYS) from $2.25 to $2.00 in a research note issued on Thursday. The firm currently has an “in-line” rating on the stock.
The analysts wrote, “We are maintaining our Outperform rating on the $700mn 5% convertible senior notes due 12/1/14 (5s) at a recent price of 78.25 (16.91% YTM).We believe the 5s are well-covered based on our sum-of-the-parts analysis, and we think the company’s exposure to UDW drilling positions it to withstand the challenging shipping environment while preserving equity upside optionality for the 5s. We are also maintaining our BUY rating on the ORIG $500mn 9.5% senior unsecured notes due 4/27/16 (9.5s) at a recent price of 101.75 (8.92% YTM; 10.83% YTC on 4/27/14). Based on a discounted range of market values for the rigs, we estimate ORIG’s fleet could be worth $4.5-6.4bn,which implies ample asset coverage for the 9.5s (2.7x asset coverage on low end) after deducting senior secured debt and remaining committed capex. We are maintaining our In-Line rating on the DRYS common stock with a price target of $2.25 (previously $2.00).Our price target is based on a 10% discount to current NAV and 6.9x our 2013E EBITDA of $796.5mn. We view the 5s as a more attractive vehicle to participate in the equity upside potential while maintaining downside protection.”
Several other analysts have also recently commented on the stock. Analysts at Wells Fargo & Co. reiterated an “outperform” rating on shares of DryShips in a research note to investors on Friday, August 17th. Separately, analysts at Deutsche Bank downgraded shares of DryShips from a “buy” rating to a “hold” rating in a research note to investors on Thursday, August 2nd. They now have a $2.50 price target on the stock, down previously from $7.00. Finally, analysts at Zacks upgraded shares of DryShips from an “underperform” rating to a “neutral” rating in a research note to investors on Tuesday, June 26th. They now have a $2.25 price target on the stock.
DryShips traded down 2.53% on Thursday, hitting $2.31. DryShips has a 52-week low of $1.75 and a 52-week high of $3.84. The company’s market cap is $878.2 million.
DryShips last issued its quarterly earnings data on Thursday, August 16th. The company reported ($0.05) earnings per share (EPS) for the quarter, missing the consensus estimate of $0.05 by $0.10. The company’s revenue for the quarter was up 50.0% on a year-over-year basis. On average, analysts predict that DryShips will post $-0.11 earnings per share for the current fiscal year.
DryShips Inc. (DryShips) is a holding company. The Company is engaged in the ocean transportation services of drybulk cargoes and crude oil worldwide through the ownership and operation of drybulk carrier vessels and oil tankers and offshore drilling services through the ownership and operation of ultra-deepwater drilling units.
ISIM 2 more Direct Offers unregistered
Seems a serial repeater of ATM issuer. Just did 2 large.
Pinky of course .0005 but not yet a 2-5B level OS kind.
http://ih.advfn.com/p.php?pid=squote&symbol=ISIM
BWMG - From 8k filed 8/21/12:
"On or about April 27, 2012, the Company received a default notice from BBT under its Forbearance Agreement and the Consolidated Note. BBT subsequently received judgment of foreclosure, as the 17th Judicial Circuit of the Circuit Court of Broward County awarded BBT a final judgment in the amount of $1,123,269.30. On August 16, 2012 the Facilities were sold through a court ordered auction for approximately $824,000, an amount approximately $300,000 less than the final judgment amount. Until the entire final judgment amount is satisfied, there can be no assurance that BBT will not take possession of certain of the Company’s assets to satisfy the judgment. Further, because this may be considered a default under the terms and conditions of the Company’s convertible debentures, there can be no assurance that other lenders may not accelerate as due immediately the full outstanding principal, interest and related default penalties"
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8432144
Yorick guy sold his program to private outfit
Few years back the developer sold it off and closed the site.
More or less SEC and 10KWizard.cxx have search functions now that duplicate it.
Can also get a place like Knobias.cxx to do it as part of low cost pay package. Or a ThinkorSwim has custom alert lists that can detect news, r/s, earnings, etc. TOS is free or with TDAmeritrade.
This link didnt work for me either.
SIRI sold $400M Snr Notes PIPE 8/8
Thomson Reuters News
Sirius XM Radio SIRI
New Issue-Sirius XM Radio sells $400 mln notes
August 08, 2012 17:55 ET
Aug 8 (Reuters) - Sirius XM Radio Inc. on Wednesday sold $400 million of senior notes in the 144a private placement market,
said IFR, a Thomson Reuters service.
JP Morgan and Bank of America Merrill Lynch were the joint bookrunning managers for the sale. BORROWER: SIRIUS XM
RADIO INC. AMT $400 MLN COUPON 5.25 PCT MATURITY 08/15/2022 TYPE SR NTS ISS PRICE 100 FIRST PAY 02/15/2013
MOODY'S B1 YIELD 5.25 PCT SETTLEMENT 08/13/2012 S&P DOUBLE-B SPREAD 362 BPS PAY FREQ SEMI-ANNUAL FITCH
N/A MORE THAN TREAS MAKE-WHOLE CALL 50 BPS
© Copyright 2012, Thomson Reuters
MMRF filing 8-K about converts
MMRF > SEC Filings for MMRF > Form 8-K on 3-Aug-2012 All Recent SEC Filings
Form 8-K for MMRGLOBAL, INC.
-------------------------------------------------------------------------------
3-Aug-2012
Unregistered Sale of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
The following is a summary of transactions by us since our previous disclosure on our Form 8-K filed with the Securities and Exchange Commission on June 26, 2012, involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) the securities were issued with restrictive legends:
On July 30, 2012, as part of an amendment and renewal of five different convertible notes with principal amounts of $150,000,$150,000, $150,000, $156,436, and $157,422, that were outstanding and had or were about to mature by the end of July, we granted two different related parties five different warrants to purchase a total of 2,269,308 shares of our common stock at a price of $0.02 per share and amended the terms of the convertible notes to extend the maturity date, recalculate the conversion prices based on the current market prices to a price of $0.0166 per share, and a set the trigger price for automatic conversion to $0.08. The warrants vest immediately and expire five years from the date of issuance. The amended convertible notes mature in six months.
On July 30, 2012, as part of an amendment to the Line of Credit Agreement with The RHL Group to increase the credit line from $3,000,000 to $4,500,000 under the Seventh Amended and Restated Secured Promissory Note (the "Amended Note") the Board of Directors approved granting The RHL Group the right to convert, at any time following the date of the Amended Note, up to an aggregate of $500,000 in outstanding principal of the Credit Facility into shares of the Company's Common Stock at a conversion price of $0.02 per share (an 18% premium to the closing price of our stock on that date).
On July 30, 2012, in consideration for guarantees we issued a warrant to the RHL Group to purchase 3,055,432 shares of our common stock at an exercise price of $0.02 per share (an 18% premium to the closing price of our stock on that date). The warrant was fully vested as of 07/31/2012 and expires on July 31, 2017.
On July 30, 2012 we granted 2,180,000 shares of common stock at $0.02 per share (an 18% premium to the closing price of our stock on that date) to two different related-parties as an incentive and consideration for promissory notes totaling $250,771.
On July 19, 2012, we granted a vendor 1,850,000 shares of our common stock at a price of $0.02 per share for past and future services rendered.
On July 1, 2012, we granted a vendor 187,500 shares of our common stock at a price of $0.08 (a 627% premium to the closing price of our stock on that date) per share for services rendered as a reduction to accounts payable.
--------------------------------------------------------------------------------
On June 27, 2012 and July 10, 2012, we entered into two different Convertible Promissory Notes with two different unrelated third-parties for principal amounts totaling $50,000. The Notes bear interest at a rate of 6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock. The decision whether to pay the interest in cash, shares of common stock or combination of both shall be at our sole discretion. At any time from and after the earliest to occur of (i) the approval of the stockholder's of the Company of the increase in the authorized shares of the Company's common stock from 650,000,000 to 950,000,000, which has already occured; or (ii) the availability of sufficient unreserved shares, the Company shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of common stock. If the Company were to elect to convert such Notes, it will issue a total of 2,500,000 shares.
On June 27, 2012 we granted a vendor 1,002,997 shares of our common stock at a price of $0.02 (an 82% premium to the closing price of our stock on that date) for commissions under an on-going commission relationship.
We generally used the proceeds of the foregoing sales of securities for repayment of indebtedness, working capital and other general corporate purposes.
KCG to get #400M at $1.50 convert pref shrs
Knight getting costly $400 million lifeline after trading debacle
By John McCrank and Carrick Mollenkamp | Reuters – 15 mins ago..
NEW YORK (Reuters) - Knight Capital Group Inc looks set to enter into a $400 million financing deal with a group of investors, allowing the trading firm to open its doors Monday after a crippling $440 million loss, although it will come at a steep cost to shareholders, sources familiar with the situation said.
Such a deal would help Knight continue to operate and avoid further disruption and uncertainty for its brokerage clients, which include firms such as TD Ameritrade , Vanguard and Fidelity Investments.
An announcement on the deal is expected by early Monday, one source said.
Knight's shareholders have had to pay a steep price to keep the firm afloat following 45 minutes of software-induced mayhem last Wednesday that led to the loss and a massive decline in customer confidence. Shares worth $10.33 last Tuesday night may now be worth just $1.50, an 85 percent drop.
The capital lifeline is coming from investors that include private equity firm Blackstone Group, Chicago market-maker Getco - in which private equity firm General Atlantic is a shareholder - as well as financial services firms TD Ameritrade , Stifel Nicolas, Jefferies Group Inc and Stephens Inc, according to the sources.
The investment is expected to be made through convertible preferred stock, which will have a conversion price of $1.50 per share and carry a coupon of 2 percent, the sources said. The consortium will own 70 percent to 75 percent of Knight following the conversion, one source said.
Officials at Knight, Blackstone, TD Ameritrade , Jefferies, Stifel and General Atlantic declined to comment. Officials at Getco and Stephens were not immediately available for comment. CNBC earlier reported the news of the deal.
Knight's problems started early on Wednesday when a software glitch flooded the New York Stock Exchange with unintended orders for dozens of stocks, boosting some shares by more than 100 percent and leaving the company with the trading loss.
As the nation's largest provider of retail market-making in New York Stock Exchange and Nasdaq-listed stocks, Knight buys and sells shares for clients. It also provides liquidity to the equity market by stepping in to buy and sell using its own capital to ensure orderly, smooth activity.
CIRCUIT BREAKERS TRIGGERED
Knight's computers had been loaded with new software Tuesday that was designed to accommodate a change on the NYSE, according to people familiar with the matter. When trading began at 9:30, however, the computers poured a huge number of orders into the market.
For about 10 minutes it was unclear where the orders were originating, according to people familiar with the matter. After NYSE officials identified Knight as the source, it took another 10 minutes for the company to figure out the source of the problem. By that time, the erratic orders in a number of affected stocks had triggered exchange "circuit breakers" that temporarily halt trading in volatile stocks.
At Knight's headquarters in Jersey City, N.J., senior officials streamed down to the trading floor and sought to halt the trading, according to people familiar with the situation.
The firm's CEO was not among them. Long-time Wall Street veteran Thomas Joyce, known in the business as "T.J.," had undergone knee surgery the day before.
In his absence that morning things spun out of control and it took until 10 a.m., 30 minutes after trading on the exchange opened, for Knight and the NYSE to stop the order flow.
Joyce hobbled to the trading floor on crutches around noon and stayed for about 15 minutes, assuring people that everything would be fine.
By that time, the damage had been done. A number of major trading partners were shifting their orders to other firms, drastically reducing the volume at Knight.
For example, through Tuesday, Knight accounted for 20 percent of the market-making activity in shares of Apple, one of the most actively traded stocks on a daily basis. By midday on Friday, Knight was the market maker for just 2 percent of the share volume, according to data from Thomson Reuters Autex, though market makers may not be reporting all trade data.
While Knight's closure would not disrupt trading since big clients have routed orders to other firms, its demise could further shake investor confidence in the market.
Knight's troubles also highlight how vulnerable market makers are to the complex web of computers and software that constitute the modern marketplace. For investors already suspicious that the system might be fundamentally broken after the "Flash Crash" of 2010 and the botched Facebook IPO in May, the troubles at Knight have only added to concerns.
"HANDCUFFED TO KNIGHT"
TD Ameritrade , the No.1 U.S. brokerage by trading volume, has exclusive clearing deals with Knight and it would be in its best interests to keep the embattled equities trader afloat.
Two months ago, Knight bought the futures business of Penson Worldwide for $5 million. TD Ameritrade exclusively clears its clients' futures and forex trades through that platform. The Omaha, Nebraska-based brokerage's entire bond platform is also with Knight.
"They really are handcuffed to Knight," a source with knowledge of TD Ameritrade 's arrangements with Knight said.
Getco was founded in 1999 by two Chicago traders and is also an electronic trading firm that matches buyers and sellers in fractions of a second.
CEO Daniel Coleman is a proponent of high-speed trading technology, touting the belief that it allows investors access to liquid markets at a lower cost. In June, Coleman told a Congressional panel that market makers like Getco "reduce market volatility by buying when others want to sell and selling when others want to buy."
REGULATORS, INVESTORS SHOW CONCERN
Even if Knight receives the capital injection, it will have to persuade clients to resume trading with it and identify the reasons behind the software glitch.
Customers including TD Ameritrade and Scottrade said on Friday they would return business to Knight, the nation's largest retail market maker of U.S. stocks. Others, including Vanguard, said they were not trading with the company yet.
Knight also could face litigation from shareholders who have seen the value of their holdings plummet.
The potential liability could increase if it were found that Knight violated any market rules. The top U.S. securities regulator said on Friday that government lawyers were trying to determine if Knight violated a new rule designed to protect the markets from rogue algorithmic computer trading programs.
The Securities and Exchange Commission's market access rule, which took effect last year, requires brokers to put in place risk control systems to prevent the execution of erroneous trades or orders that exceed preset credit or capital thresholds.
Such concerns kept some potential investors on the sidelines over the weekend. Several private equity firms that are usually active in the sector decided against entering the fray as they feared they lacked sufficient time to perform due diligence on those issues, according to sources close to some of the firms.
Bank of America Corp was among the banks that looked at Knight, but was not a likely candidate for a deal, a source familiar with matter said. Bank of America officials declined to comment.
Some online foreign-exchange trading firms also looked into the possibility of buying Knight's Hotspot FX unit, but it was unclear whether Knight explored that avenue, a source familiar with those discussions said. Knight had also been in talks with restructuring lawyers as it tried to keep its options open, another source said.
(Additional reporting by Edward Krudy, Jessica Toonkel, Nick Brown, Angela Moon, Greg Roumeliotis and Rick Rothacker; Writing by Katya Wachtel; Editing by Paritosh Bansal, Matt Driskill)
CURX - Chapter 7 bankruptcy. From 8k filed 7/30/12:
"On July 30, 2012, Curaxis Pharmaceutical Corporation (the “Company”) filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code (the “Code”) in the United States Bankruptcy Court for the Eastern District of North Carolina (the” Bankruptcy Filing”). The chapter 7 case is being administered under case No. 12-05475-8.
Effective as of the date of the Bankruptcy Filing, a chapter 7 trustee assumed control of the Company. The assets of the Company will be liquidated in accordance with the Code."
CWTR $65M loan Golden Gate Cap
http://www.globenewswire.com/newsroom/news.html?d=261557
SANDPOINT, Idaho, July 9, 2012 (GLOBE NEWSWIRE) -- Coldwater Creek Inc. (Nasdaq:CWTR) announced the closing of a five-year, $65 million senior secured term loan provided by Golden Gate Capital, a leading private equity firm with extensive experience in the retail sector. The Company also announced the completion of an amendment to its $70 million revolving credit facility with Wells Fargo Capital Finance, part of Wells Fargo & Company (NYSE:WFC), which matures on May 16, 2016.
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Thanks for the info bro.
Google for that but also 10Kwiz
If you have a sub to Knobias.com they flash SEC filing notices for specific stocks via 10kwiz but the built in search tools are
better than ever at gov't sites. Lot of the old apps got bought
up by trading houses like TDA ETrade and such to incorporate in house for better results.
In old days search for key words in a release was darn hard. Things like accounting, delay, late, etc. could be buried way down deep and just too many returns for such common words. Now tho can do compound searches that pinpoint better. gl
Thanks, do you know the name of such an app?
Firefly prg got sold I think
Don't believe developer has supported prgy but newer wiz apps
from SEC and others make searching better now.
Nice to know such board is around = marked.
Although this link from the Ibox didn't work for me..
"Check out Firefly by Yorick. It's a math based application that reads SEC filings and then scores toxicity based on keywords.
http://getfirefly.net/FireflyDocAnalysis.msi "
Look at KMAG's Nevada May filing TOXIC dilution with a twist
http://nvsos.gov/sosentitysearch/corpActions.aspx?
Watch Groups Memo:
We acknowledge our many followers thanks for KMAG alert. Since our alert, over 80% of KMAG value has evaporated. If you got hit with 20-40%, consider yourself lucky.
http://thestockmarketwatch.com/newsletters/2012/06/11/special-edition-early-alert-june-11-2012/
HMPR big PIPE at $0.70 Last $3
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8287627
Entry into a Material Definitive Agreement.
On May 21, 2012, Hampton Roads Bankshares, Inc. (the “Company”) entered into a Standby Purchase Agreement (the “Agreement”) with its three largest shareholders, affiliates of Carlyle Financial Services Harbor, L.P. (“Carlyle”), ACMO-HR, L.L.C. (“Anchorage”) and CapGen Capital Group VI LP (“CapGen”) (together, the “Investors”). Under the Agreement with the Investors, the Company will undertake a capital raise of at least $80 million, but no more than $95 million through the sale of its common stock, $0.01 par value per share (the “Common Stock”), in a private placement and a public rights offering. Together, the transactions contemplated by the Agreement are referred to herein as the “Capital Raise.” The purpose of the Capital Raise is to satisfy all regulatory capital requirements and provide significant additional capital.
In the private placement the Investors would purchase an aggregate of $50 million of the Common Stock at $0.70 per share (the “Private Placement”). Following the closing of the Private Placement, the Company plans to conduct a $45 million public rights offering of Common Stock at $0.70 per share (the “Rights Offering”). Under the Agreement the Investors have agreed not to participate in the Rights Offering, but in lieu of that participation, will serve as private standby purchasers of all or a portion of the shares offered but not purchased in the Capital Raise (the “Standby Purchase”). The number of shares the Investors privately purchase in the Standby Purchase and the ultimate size of the Rights Offering will depend on the level of shareholder participation in the Rights Offering.
The Private Placement
Subject to the terms and conditions of the Agreement with the Investors, Carlyle agreed to purchase 18,520,747 shares, Anchorage agreed to purchase 19,197,431 shares and CapGen agreed to purchase 33,710,394 shares of the Company’s Common Stock at $0.70 per share in the Private Placement. Following the consummation of the Private Placement, but before the Rights Offering and Standby Purchase are consummated, Carlyle and Anchorage would each own approximately 24.9% and CapGen would own approximately 37.5% of the Company’s issued and outstanding Common Stock.
The Investors are the Company’s three largest shareholders. As of May 1, 2012, Carlyle held 22.8% of the Company’s Common Stock, Anchorage held 20.8% of the Company’s Common Stock and CapGen held 17.5% of the Company’s Common Stock. Three of the directors on the Company’s Board are or were designees of the Investors: Randal K. Quarles is a managing director of an affiliate of Carlyle, Hal F. Goltz is a senior analyst with Anchorage and Robert B. Goldstein is a founding Principal in CapGen. Before the Capital Raise was approved, Mr. Quarles resigned as a director effective May 21, 2012. Another Carlyle designee, James Burr, has been appointed director of the Company effective when he receives approval from banking regulatory authorities.
At the closing of the Private Placement, the Agreement provides that the Company will pay each of the three Investors (or their designees) a $1 million fee, for a total payment of $3
million in fees. Each of the Investors will also be reimbursed for its fees and expenses incurred in connection with the Capital Raise.
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KADR - From 8k filed 5/3/12:
"As a result of the Foreclosure Transaction, Registrant no longer owns any operating businesses. Registrant intends to wind-down its affairs and expects that holders of the Registrant’s outstanding unsecured indebtedness will receive no payment, or nominal payment, on their claims. After the Foreclosure Transaction, Registrant estimates that it will have more than $33 million in unsecured current liabilities. Registrant estimates that it will have less than $1 million in assets, all of which will be used to wind down the Registrant’s affairs.
In light of the foregoing, and as previously disclosed in the Company’s Quarterly Reports on Form 10-Q filed November 14, 2011 and February 21, 2012, and the Company’s Current Reports on Form 8-K dated April 5, 2012 and April 20, 2012, Registrant believes that its common shares outstanding have no value and strongly discourages investors from trading in Registrant’s common stock."
pre14 filed. COIN. another Reverse coming and Increased Authorized.
AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT A REVERSE STOCK SPLIT
General
The Company’s Board of Directors has adopted a resolution approving and recommending for approval to the Company’s shareholders an amendment to the Company’s Certificate of Incorporation, as amended, authorizing a reverse stock split of the Company’s common stock, at a ratio of any of 1 for 100; 1 for 200; 1 for 300; 1 for 400; or 1 for 500. The Company’s authorized but unissued stock would not be reduced in accordance with these ratios. As such, if we received approval for Proposal 5, our total authorized shares after completion of the proposed reverse split will be 1,000,000,000 shares. The authority to effect the reverse split would be granted to the Board for a period of twelve months from the date of the Annual Meeting. Should the Board of Directors decide to implement the reverse stock split, it would become effective upon the filing of an amendment to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware.
With the exception of adjustments that may result from the treatment of fractional shares (as described below), each stockholder will retain the same percentage of common stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse stock split.
The form of the Certificate of Amendment to be filed with the Secretary of State of the State of Delaware to accomplish the reverse stock split is represented in Annex A.
Background and Reasons for the Proposed Reverse Stock Split
Our common stock is currently quoted on the OTC Bulletin Board under the symbol “COIN”. On April 13, 2012, the last sales price of our common stock was $0.01. On such date, we had 180,498,277 shares of common stock outstanding and 14,548,124 shares of common stock reserved for issuances pursuant to outstanding options and warrants. We are authorized to issue 500,000,000 shares of common stock; provided that if we received approval for Proposal 5, our total authorized shares will be 1,000,000,000 shares.
January 2012 Transaction
On January 3, 2012, we entered into an agreement with an institutional investor whereby we agreed to sell to the investor twelve senior secured convertible notes (the “January Notes”). The initial January Note was issued on January 6, 2012 in an original principal amount of $247,500, for a purchase price of $225,000. The remaining eleven January Notes will each have an original principal amount of $237,600, and will each be issued for a purchase price of $216,000. Each January Note matures eight months after issuance. The total face value of the twelve notes under this agreement will be $2,861,100, assuming each note is sold to the investor, of which there is no assurance.
The January Notes are convertible into shares of our common stock at a conversion price equal to 80% of lowest bid price of our common stock on the date of conversion.
We also agreed to issue to the investor up to twelve warrants to acquire shares of common stock, each such issuance to occur along with each purchase of a January Note. Each warrant provides that the holder is initially entitled to purchase the number of shares of common stock equal to 50% of the number of shares of common stock issuable upon conversion in full of the applicable January Note (based on initial fixed conversion price equal to the three lowest closing sale prices of our common stock during the twenty trading day period preceding the issuance of the particular January Note, with respect to each January Note, such term is referred to as the “Fixed Conversion Price”) at an initial exercise price equal to the Fixed Conversion Price of the applicable January Note that is issued along with such warrant.
Micron Offers $870M Convertible Senior Notes
4/11/2012 4:18 PM ET
(RTTNews) - Micron Technology Inc. (MU: News ) Wednesday said it plans to offer $870 million worth of senior notes.
The company said it intends to offer the senior notes in two parts, a $435.0 million principal amount of convertible senior notes due 2032, and $435.0 million principal amount of convertible senior notes due 2032, to qualified institutional buyers.
The company will grant the initial purchasers an over-allotment option with respect to an additional $130.0 million of convertible senior notes.
In connection with the offering, Micron plans to enter into capped call transactions with one or more counterparties, which may include some of the initial purchasers and/or their affiliates. The capped call transactions are intended to reduce the potential dilution upon conversion of the notes.
Micron expects to use a portion of the proceeds for the cost of the capped call transactions that it enter into contemporaneously with the offering. Micron will use the rest for general corporate purposes.
TTNP Direct Offer shrs & warrants $5.5M
Titan Pharmaceuticals to Raise $5.5 Million in Registered Direct Offering
SOUTH SAN FRANCISCO, CA, Apr 10, 2012 (MARKETWIRE via COMTEX) -- Titan Pharmaceuticals, Inc. (OTCBB: TTNP) today announced that it has entered into definitive agreements to sell approximately $5.5 million of shares of its common stock and warrants to purchase shares of its common stock in a registered direct offering to institutional investors. Titan will issue an aggregate of 6,517,648 shares of common stock to the institutional investors together with warrants to purchase an additional 13,035,296 shares of common stock.
Each investor will receive one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock for a purchase price of $0.85. The series A warrants have an exercise price of $1.15 per share and are exercisable commencing six months after the date of issuance through the six year anniversary of the issuance date. The series B warrants have an exercise price of $0.85 and are exercisable for six months commencing on the date of issuance.
The Company intends to use the net proceeds from the offering to fund the preparation of a New Drug Application for Probuphine(R) and for working capital and general corporate purposes.
The closing of the offering is expected to occur on or about April 13, 2012, subject to customary closing conditions, at which time Titan will receive the cash proceeds and deliver the securities.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM), acted as the exclusive placement agent for the offering.
The common stock and warrants are being offered by Titan pursuant to an effective registration statement on Form S-3 filed with the Securities and Exchange Commission (SEC). A prospectus supplement relating to the offering described above will be filed with the SEC.
DRYS offers 9M shares 4 pm OS 424M
hmm Fairly large OS. Announces at the close. Other shippers with
similar size OS went on to decline & R/S. Several on-air trade/analysts have touted DRYS past couple weeks.
Wait for the dust to settle but can't see an entry unless runs right away from its $3.16 to retest $3.50 resist.
High beta 3.2 and insiders hold 19% with more now per news.
Yr 1.75 - 5.08. Just sayin'.
DryShips Inc. Announces Public Offering of Its Ocean Rig Shares
April 09, 2012: 04:01 PM ET
DryShips Inc. (NASDAQ: DRYS) (the "Company" or "DryShips"), a global provider of marine transportation services for drybulk and petroleum cargoes and off-shore contract drilling oil services, today announced it is offering 9,000,000 common shares of Ocean Rig UDW Inc. ("Ocean Rig") that it owns in an underwritten public offering pursuant to Ocean Rig's registration statement on Form F-1 filed with the Securities and Exchange Commission. DryShips also intends to grant the underwriters a 30-day option to purchase up to 1,350,000 additional common shares to cover over-allotments. Companies affiliated with our Chairman and Chief Executive Officer are expected to purchase a minimum of 900,000 common shares from DryShips at the public offering price.
Deutsche Bank Securities and Credit Suisse are acting as joint book-running managers for the offering, and Evercore Partners, Raymond James, Simmons & Company International, ABN AMRO, COMMERZBANK, Dahlman Rose & Company, DVB Capital Markets and Nordea Markets are acting as co-managers for the offering.
A preliminary prospectus related to the offering has been filed with the Securities and Exchange Commission. When available, copies of the preliminary prospectus relating to the offering may be obtained from the offices of Deutsche Bank Securities at Deutsche Bank Securities Inc., Attention: Prospectus Department, 100 Plaza One, Floor 2, Jersey City, NJ 07311 (or at 1-800-503-4611 or by e-mail to prospectusrequest@list.db.com) or Credit Suisse at Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010 (or at 1-800-221-1037 or by e-mail to newyork.prospectus@credit-suisse.com).
ty hit ya back since you are from joisey. This is a great board. Thanks to everybody for their time and effort.
Very Important information for investors. Our money is being stolen by this scumm. Why do the regulators allow shorting on smallcap stocks? These scumm are doing this on thousands of smallcap stocks and they pay lousy creeps to come on these board and trash the stock. I hope they all pay big time.
BFLX $10M Equity for shares
Right at lows after fast massive sell off from .50 to .05
March 27, 2012, 8:15 a.m. EDT
Bioflamex Corp. Signs Term Sheet for $10 Million Equity Financing
COPENHAGEN, DENMARK, Mar 27, 2012 (MARKETWIRE via COMTEX) -- Bioflamex Corp.
BFLX -2.94% is pleased to announce that the Company has signed a term sheet for a discounted at-the-market (ATM) equity offering of up to US$10,000,000 with Fairhills Capital Offshore Ltd. The discounted ATM transaction which is pending the execution of definitive documentation and the effectiveness of an S1 registration statement with the Securities and Exchange Commission, allows but does not require Bioflamex to issue and sell up to the number of Common Stock shares having an aggregate purchase price of US$10,000,000 to Fairhills Capital.
"We are extremely pleased to have secured this financing commitment." says Kristian Schiorring CEO of Bioflamex. "We consider Fairhill's funding commitment to be a validation of the enormous market potential for the Bioflamex product line. This is a huge milestone for Bioflamex. The proposed financing with Fairhills will allow us to access the capital needed to go into full production, bring our products to market, and fund our U.S. expansion plans while enhancing value for our shareholders."
About Fairhills Capital: Fairhills Capital is a New York-based hedge fund that invests equity capital into public companies worldwide. The firm pursues investment opportunities in liquid mirco and small-cap companies that have a strong management team and the ability to implement their business plan. Since 2009, Fairhills Capital has invested in over 250 public companies in various sectors.
About Bioflamex Corp.: Bioflamex Corporation is a company focused on the development, production and marketing of its proprietary "clean tech" and advanced high performance fire prevention and -- fighting products and systems.
With its global scope, Bioflamex Corp. primarily aims at penetrating its main market segments with its proprietary Bioflamex aerosols and Sentinel wildfire detection and prevention systems. The mission is to protect the environments while saving lives and property from fires. The Bioflamex Corp. products can enhance private households' ability to safely and efficiently fight and prevent home fires, and increase the ability to protect private and public property in forest fire prone areas with little or no contamination of the environment.
In a $100 billion fire safety and electronic security market, Bioflamex Corp. aims to become a leading "clean tech" niche player and to generate a $100 million + turnover within the next 5 years.
HCBK blew up over bad interest rate bet
Talk about how taking on undue amount of debt can come around to bite. Canadian banks managed quite well to get thru global crisis without being under this method of financing. Sure a bank has to make money but there have to be limits or it's TOXIC!
Article can be found at http://www.crainsnewyork.com/article/20120325/SUB/303259981
------------------------------------------------------------------
Once America's best-managed bank. Now, a different story
A bad interest-rate bet on $30 billion in loans suddenly upends Hudson City Savings Bank's ride.
By Aaron Elstein @InTheMkts Bloomberg News
Jim Cramer called longtime CEO Ronald Hermance his ‘George Bailey Banker of the Year' Published: March 25, 2012 - 5:59 am
When the financial system nearly collapsed in 2008, Hudson City Savings Bank stood out as a bastion of sober, responsible banking. For steering clear of subprime mortgages and complex derivatives, Chief Executive Ronald Hermance was praised by CNBC's Jim Cramer as the “George Bailey Banker of the Year,” after the character played by Jimmy Stewart in It's a Wonderful Life. The New York Times chimed in with its own admiring profile. Forbes lauded New Jersey-based Hudson City as the best-managed bank in the nation.
Perhaps the ultimate tribute came the day after Lehman Brothers filed for bankruptcy: Hudson City's stock hit an all-time high as investors embraced just about the only bank in the world whose profits were growing. The company's earnings jumped 50% in 2008 and continued rising over the next two years, crossing a half-billion dollars annually, as the stock soared 400% during the 10-year stretch ended in 2010.
Unfortunately, the story doesn't end there.
Last year proved to be an absolute disaster for Hudson City—and the future of a local financial institution that dates back to 1868 is now very much in doubt. It posted a whopping loss of nearly $750 million in 2011 after a bet that interest rates would rise soured, and the fallout from that fiasco may be a long way from over. In addition, Hudson City got smacked by a key government response to the financial crisis that forced the modest institution with $45 billion in assets to compete against the federally controlled mortgage guarantors Fannie Mae and Freddie Mac.
“The cure to the crisis is what's hurt us,” acknowledged Hudson City's acting CEO, Denis Salamone, a longtime executive at the bank who assumed the top job last month after Mr. Hermance, 64, took a leave of absence for a bone-marrow transplant.
Some of what ails Hudson City is shared by the nation's thousands of community banks, which have seen profits squeezed as customers take advantage of rock-bottom interest rates to refinance their mortgages and other loans. But Hudson City's biggest problems are self-inflicted and go back to a boom-era decision that in retrospect was terribly misguided.
To fuel growth after completing its conversion in 2005 from an old-school depositor-owned bank to a publicly traded institution, Hudson City borrowed $30 billion from global banks and the Federal Home Loan Bank of New York, a government-chartered institution that provides funding to community banks. The borrowings carried a pre-crisis-era interest rate of 4%, and locking in the long-term rate seemed wise at the time. After all, the housing market was roaring, and Hudson City officials were concerned the Federal Reserve would raise interest rates to slow it down.
Of course, the exact opposite happened. Housing collapsed, and to save the rest of the economy the Fed drove rates down to essentially zero. Suddenly, Hudson City was stuck with billions' worth of expensive long-term debt on its books.
“They made a big bet on interest rates, and it blew up on them,” said Matthew Kelley, an analyst at investment banking boutique Sterne Agee & Leach.
Last year, Hudson City bit the bullet and paid off about $15 billion worth of debt before it matured, although doing so cost nearly $2 billion in prepayment penalties. Those expenses pushed the bank deep into the red and forced its parent, Hudson City Bancorp, to cut its dividend in half while its stock price sank by nearly 50%. Alarmed federal regulators ordered the bank to beef up its risk-management procedures, and Mr. Salamone has hired five people with doctorates in mathematics to better monitor interest-rate risk.
Painful as it all was, Hudson City still has another $15 billion of long-term borrowings on its books. With the Fed recently forecasting that interest rates will remain near zero until 2014, analysts fear Hudson may be forced to restructure its balance sheet again, although Mr. Salamone insisted there are no plans to do so.
Yet even as it grapples with its debts, changes in the competitive landscape make it harder for Hudson City to recover.
For many years, the bank focused on a single product: jumbo mortgages, which are home loans too big to be acquired by Fannie or Freddie. Because banks couldn't offload these mortgages easily, fewer elected to compete against Hudson City, enabling it to charge higher rates and lend to only the most creditworthy. Yet during the heat of the financial crisis, the government dramatically upped the size of loans that Fannie or Freddie could buy from banks. Suddenly, Hudson City had a lot of new competition. Observers believe its customer loan balance will decline by $1 billion this year.
“A big part of their mortgage business got nationalized,” Mr. Kelley said. “There's really nothing they can do about that.”
Mr. Salamone said Hudson City is exploring new strategies and examining “all options.” Asked if that means management is looking to sell the bank, he said that option is not being “actively pursued.”
The brokerage Compass Point Research & Trading estimates that Hudson City and its 135 branches in suburban New Jersey, Westchester County and Connecticut would fetch up to $11 a share in a takeover—a hefty 50% premium over its current market price.
For now, Hudson City is trying to wait out the storm. Mr. Salamone said he's confident the government will ease itself out of the mortgage business and is encouraged that banking giants also are paring back. Earlier this year, MetLife decided to close its mortgage business, and last year Bank of America shut its unit that bought home loans originated by third parties.
“When the mortgage business comes back—and it will—we'll be very well positioned,” Mr. Salamone vowed. “In the meantime, it is what it is.”
--------------------------------------------------------------------------------
Entire contents ©2012 Crain Communications Inc.
FCEL to sell shares public offer
Down AH 1.61 -.15
March 21, 2012, 4:01 p.m. EDT
FuelCell Energy Announces Proposed Public Offering of Common Stock
DANBURY, Conn., Mar 21, 2012 (GlobeNewswire via COMTEX) -- FuelCell Energy, Inc. /quotes/zigman/67190/quotes/nls/fcel FCEL +0.57% , a leading manufacturer of ultra-clean, efficient and reliable fuel cell power plants, announced today its intention to offer shares of common stock in an underwritten public offering. The Company also expects to grant the underwriters a 30-day option to purchase additional shares of common stock offered in the public offering to cover over-allotments, if any. The Company intends to use the proceeds from this offering for growth capital and general corporate purposes. While the offering is expected to price before 9:30 am EDT on March 22, 2012, the offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size of the offering.
Lazard Capital Markets LLC is acting as the sole book-running manager for the offering. Stifel Nicolaus Weisel is acting as the co-lead manager and FBR Capital Markets & Co. is acting as the co-manager for the offering.
The Company intends to offer and sell these securities pursuant to the Company's existing shelf registration statement initially filed with the Securities and Exchange Commission on January 20, 2010, which was declared effective on September 21, 2010. A prospectus supplement describing the terms of the offering will be filed with the Securities and Exchange Commission and will form a part of the effective registration statement. When available, copies of the preliminary prospectus supplement, the final prospectus supplement and accompanying base prospectus related to this offering may be obtained from the Securities and Exchange Commission's website at http://www.sec.gov or from Lazard Capital Markets LLC, 30 Rockefeller Plaza, 60th Floor, New York, NY 10020 or via telephone at (800) 542-0970.
for 1500 bucks...
TAXS - From 8k filed 3/16/12:
"On March 16, 2012, the Registrant announced it is filing a voluntary bankruptcy petition with the United States Bankruptcy Court."
SB ah -8% plans sell 5M public shares.
News hit 6:12 pm ET Shows how these dry bulks are so risky right now given slower delivery loads and need to capitalize new types of ships and fade old ones or sell them for big losses.
O;S in Greece was 71M on this $7.15 stock.
-----cbsmarketwatch.com
Safe Bulkers Inc. saw its stock fall 8% after hours. The provider of marine dry-bulk transportation services said after the bell that it plans to offer 5 million shares of its common stock to the public
FRZT - Is this is why they call it toxic financing? From 8k filed 3/8/12:
"On February 2, 2012, Asher Enterprises, Inc. converted $1,500 principal amount of an 8% Convertible Promissory Note into 1,807,229 shares of our common stock."
That's a price a little over .0008. FRZT last traded at .0336
MJWL - Maybe this is why they raised the A/S to 5 billion. From 8k filed 3/2/12:
"IN CONSIDERATION of the sum of eight hundred thirty-seven thousand, five hw1dred nineteen ( $837,519.00) USD, inclusive of all sales taxes, paid by Promissory Note dated December I, 2011..."
"The Holder shall have the right to convert the principal due under this Note into Shares of the Borrower's Common Stock, $.001 par value per share ("Common Stock") as set forth below."
"The Holder shall have the right from and after the sixth month anniversary of the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued interest, at the election of the Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and non assessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b)..."
"2.1(b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be twenty-five percent (25%) of the closing bid price for the Common Stock for ten consecutive trading days immediately prior to but not including the Conversion Date for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ Small Cap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange, as applicable, or if not then trading on any of the foregoing, such other principal market or exchange where the Common Stock is listed or traded (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"). Closing bid price shall mean the closing bid price as reported by the OTC Bulletin Board, NASDAQ or the stock exchange, as applicable."
HEVVQ - From 8k filed 2/28/12:
"Pursuant to the Plan, as disclosed in the Prior Form 8-Ks, all of the Company’s currently outstanding common stock (the “Old Common Stock”) will be cancelled on the Effective Date without receiving any distribution. As of January 26, 2012, the date the Chapter 11 Case was filed, there were 186,903,788 shares of Old Common Stock outstanding."
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8113493
YESD - From 8k filed 2/27/12:
"On February 23, 2012, the Company was notified buy its licensor for the MotorBooster fuel catalyst product the licensing agreement between the two entities was being terminated due to lack of progress in marketing the product. As a result, YesDTC holdings will no longer pursue this line of business.
As of February 23, 2012, YesDTC Holdings Inc. will cease business operations due to its inability to secure adequate financing."
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8094559
OLDW - From 8k filed 2/27/12:
"The dissolution of Oldwebsites.com, Inc is now finalized. Accordingly, trading in the Company’s common stock should not continue and the Company is suspending the filing of reports under Section 13 of the Securities Exchange Act of 1934"
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8095656
This a heads up board for posting recent PRE/DEF-14C REGDEX SB-2 Form 1-E / 2-E S-1 / S-2 / S-3 424B1 424B3 S-8 and EFFECT filings.
If you have any questions with regard to toxic financing, or about any of the filings we post, please don't hesitate to ask your questions here. This is an educational board as well as a central location to DD OTCBB and pinksheets that file with the SEC.
This page allows you to search the full text of EDGAR filings from the last two years. The full text of a filing includes all data in the filing as well as all attachments to the filing. http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp
Check out Firefly by Yorick. It's a math based application that reads SEC filings and then scores toxicity based on keywords.
http://getfirefly.net/FireflyDocAnalysis.msi
TOXIC CHARTS that correspond to the filings on this board can be found here for easy visualization of how close the dilution is to being spent. http://www.investorshub.com/boards/board.asp?board_id=6016
Definitions
PRE 14C All preliminary information statements, excluding, mergers, contested solicitations and special meetings.
DEF 14C All types of definitive statements, excluding: mergers or acquisitions, contested solicitations and special meetings.
Reg D Companies selling securities in reliance on a Regulation D exemption or a Section 4(6) exemption from the registration provisions of the '33 Act must file a Form D as notice of such a sale. The form must be filed no later than 15 days after the first sale. The exact form type is usually REGDEX, but may be a REG D-1 or similar.
SB-2 This form may be used by "small business issuers" to register securities to be sold for cash.
S-8 This form is used for the registration of securities to be offered to an issuer's employees pursuant to certain plans.
S-1 This is the basic registration form. It can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or political sub-divisions thereof.
1-E / 2-E Business development companies (BDC) can avail themselves of a more esoteric provision of the Securities Act – Regulation E, which provides an exemption from registration for securities issued by BDCs. In short, under Regulation E, a BDC may issue up to $5 million worth of securities a year without registration. Also under Regulation E, an individual may offer to sell up to $100,000 of securities in a BDC each year.
424B1, 2, 3, and 4 filings are final registration statements to register stock under previously filed SB-2 S-1 and S-2 filings, and they serve other purposes.
EFFECT filings are notice's of effectiveness of POS AM's and some S filings ie: S-1, SB-2. The EFFECT filing comes prior to the 424B3 filing we see when the shares enter the market.
A great post explaining form 144 Restricted Shares http://www.investorshub.com/boards/read_msg.asp?message_id=16889462
Handy Links
EDGAR http://www.sec.gov/edgar.shtml
Pink Sheets http://www.pinksheets.com/allreps.jsp
OTCBB http://www.otcbb.com/
Form 4 Filings http://www.secform4.com/index.php
Toxic Financing (They do still pop tho from time to time, just a heads up)
Cornell Capital http://www.cornellcapital.com/portfolio/Domestic_Transactions/index.asp?Section=3,0,0
Cornell Stocks This list is most likely not complete and subject to change obviously. If we missed one please drop us a line. Check this great updated Cornell list by jonesieatl (much appreciated!) http://www.investorshub.com/boards/read_msg.asp?message_id=20078597 And his board here http://investorshub.advfn.com/boards/board.aspx?board_id=9964 a must read!
ACCP ADBN ADVC ADXS AHN AMWW AOTL AVR BSIO CAAS CBAI CBMX CKYE CIRT CNR CSCE CSN CTIB CWTD CYOS DPFD EBOF EMGC ERTH EVSNF EYII EZTO FCPG FDEI FMDAY FNGC GCOG GSCR GSHF HDY HLEG HMSC HRUM IESV IGPG IMNR ISON IVHG IVME IVOT JAGH KNOS KWBT LBTS MGOA MKBY MOBL MSSI MYMX NEOM NFBH NGNM NWGN PSED PVCT PWTC RMLX ROBO SMTR SNRN SPEX SSWC SVMI SWME SYCI TPLM TREN TRNP TTP TYRIA WFYW WGAT WNWG XHUA XSNX YTHK ZNNC
VFIN http://www.vfinance.com/home.asp?ToolPage=inst_complete.asp&ab=pub
Dutchess http://www.dutchessadvisors.com/home.php
Laurus Funds http://www.laurusfunds.com/investments_lobby.asp
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