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A minute change with my Schwab view. Instead of seeing "N/A" in one or more columns, I'm now seeing $0.00. Now that's progress lol
Yeah, it is crazy. You know, sometimes you just have to believe your lyin' eyes. When they announced the IPO at $17 million, I set up a spreadsheet with different scenarios, and tried mightily to figure out how they could make it work, considering listing requirements of a major exchange and the equity positions of Musick and Zamora. Ultimately, I just didn't see how the major investors needed for an IPO could stomach it, unless those two somehow sold into the IPO to reduce their control (which ultimately would have severely diluted legacy investors like us). But that was never going to happen. I think it might have worked if it was just Musick owing a plurality, as he is a scientist and this is his life's work. But the Zamora thing was clearly too much for rational investors to bear. I have no idea how the company allowed that to happen. All we really know is that the Furman regime took action, and subsequently stripped Zamora of direct control over his shares. I suspect they realized that they were never going to be taken seriously if they didn't do something. It's still not ideal. But anyway, yeah, one would hope the $3 million is enough for them to generate some results and establish some credibility.
Crazy shit but what else is new? Thanks for your take, as always. A good thing is that the $3M they (apparently) got fairly recently has been keeping this a going concern, with the trials etc. they've detailed in the 10-K proceeding apace. At least by all appearances, that is.
@grandslam... It can be very confusing, and I don't have the time to detangle it all. It is important to distinguish "what we care about" -- by which I mean "total number of existing shares + total number of potential shares via options, notes and warrants" -- from the share counts discussed early in the latest filing. The latter is dealing specifically with shares that will be eligible for public trading if/when they go live on the NASDAQ. I'm not particularly concerned with that. Roughly speaking, I think what they are getting at is that most/all of the Musick and Zamora shares are not part of this, but a number of shares are being created via options, notes and warrants.
But, again, I'm not really concerned about, say, the daughter of a former CFO suddenly being able to trade 3,000 shares. I'm concerned about the total share count today and the total share count that will exist if all those options and warrants become shares. The share count is 4,430,535. As best I can tell without going crazy there are 1,681,077 additional shares that could be created. That number could be (probably is) wrong in certain respects, but I think it's a decent general gauge, insofar as 1.1 million of the 1.6 million are just stock options.
Bottom line: I think there are roughly 6,000,000 shares (4.4 million + 1.6 million) either in existence now or that will likely exist if the company survives. Of these, roughly 2 million will be tradeable on the NASDAQ, if and when the listing ever happens. Which reflects the fact that Musick and Zamore own two thirds of the company (which I think, more than anything, is why the IPO likely failed).
So with the new ticker, there will be fewer shares. So there must be a formula somewhere for converting VODG shares to VTRO? I take it then that that would be the share count that's already showing on Schwab for CUSIP 928501402. How did they arrive at that share count? OK I'll have to go back and see how many I used to own.
@grandslam... If I'm reading it correctly, there will be roughly another million shares added to the total from exercise of warrants, or shares issuable under prior agreements. Of the 2,179,344 shares in the filing, 1,224,183 shares already exist, leaving 955,161 in the "to be created" category. But it is very difficult to figure all that out in a 10 minute read, particularly in light of information later in the document where they delineate all of the various outstanding warrants and their respective exercise prices. I don't have the time -- or, frankly, the interest or expertise -- to figure all that out. All that really matters is that a return to trading is looking very likely in the next few months, if the NASDAQ approves their plan and a market develops. As I've said, I think the fate of the share price will then depend heavily on their moving forward with the clinical trials this year, as advertised. If bona fide trials are underway, there should be enough speculative interest to maintain a market for the shares for a while.
With 4,430,535 shares outstanding, $15 per would make it a $66M company. Ambitious indeed. Just start trading already and let the market determine what's worth what.
They files another S-1 with the SEC that seems to formalize their previously announced plans to enter the NASDAQ without an IPO, with pricing determined by the market -- all seemingly in response to a demand for liquidity by various influential shareholders. The only real "news" here, based a quick skim, is they are setting the baseline share price at $15, until trading commences and the market speaks. At $15/share, most investors from the penny stock days would likely see a gain of 200% - 500%, depending on when you bought. Which would be nice, if it held up. But I don't expect that to hold up initially, as I don't know where the demand will be coming from, given their apparent determination to remain utterly unknown in the marketplace. But you never know. They keep doubling down on the clinical trials starting this year. Should positive early results, or rumors of same, emerge, that could provide a tailwind later this year. But I will believe all of this when I see it.
Sure, let it be a penny stock. We can always uplist later if things start to go well. Right now I'd be thrilled to see it priced at anything, a fraction of a penny or whatever. The PRs can always start then, at which point anyone can buy or sell as they wish. Ah those were the days!
@grandslam... It's discussed in some detail under "Risks Related to Ownership of our Common Stock", and also in a prior 8K. The more I think about it, the more I think it's a bad idea to relist on a major exchange, until and unless they generate some buzz with the clinical trials. If there is no demand for the stock, the price will plummet, even with the tiny float. There must be buyers. And if the price plummets, another delisting will occur, helping no one. If they are only doing this to appease shareholders who want some liquidity, but refuse to do the things necessary to create awareness of their business, it seems to me that a lower key listing on an OTC board would be more appropriate.
Tom, thanks. I attempted to go through the 10K.... lots about the business, which is good, but don't see anything about getting relisted. What section are you looking at?
The 10K (Annual Report) is out. If nothing else, they are at least filing robust reports nowadays. No, we never get to talk to the CEO to ask questions, but at least the info exists. My takeaway from skimming it is that they are serious about re-entering the equity markets, they are ready to initiate the first two clinical trials, and they plan to build a second manufacturing facility. I don't think they have the funding to do that last one this year. It seems to me that they probably have the cash to do the clinical trials or the new facility, but not both. But who knows.
So, yeah, I think this is finally the year that the logjam breaks, on multiple fronts. That doesn't mean the results will be good. It could be the year that the equity officially becomes worthless. Or, who knows, the shares could be trading at $30 this fall with some favorable buzz. But I do think we'll finally be out of the black hole we entered in 2020.
@grandslam... it's in the SEC filing.
Haha I just hope I'm sitting down if and when something like that actually happens. For sure, a new CFO can only be good news. What makes you think that he'd be highly incentivized? I mean, you'd think that would go with the territory, that that would be a CFO's primary goal here, that he'd be real motivated to have this thing succeed, but are you basing this on anything more than that?
They replaced the CFO. Haas remains as a consultant for a time. Since we only have conjecture to lean on with these folks, one can only surmise that the failed IPO was the end of the road, and/or the recent agreement with large shareholders to obtain a NASDAQ listing through the back door involved a lot of inside pressure to try someone new. The new CFO is highly incentivized to get this done, although that can only go so far. One does wonder how they expect a market to suddenly emerge for the securities when they have done exactly zero public communications over the past couple years to generate awareness. I guess we'll see if the new CFO understands this basic fact of life, and maybe suggests to the CEO that maybe, who knows, it might be a good idea to actually, you know, say or do something in public. Stranger things have happened. There's a first time for everything.
Would it really kill this company to release a bleeping press release that outlines their plans for the funding they just acquired? Really. Just a one-page, simple little statement that says this or that clinical trial will begin on this or that date, and the schedule for others has been adjusted as follows. Is it really that hard? (Hint: It's not -- I've written plenty of them). I do not understand the silence. I really don't. They're acting like they want to be a private company, and yet they're spending money on things that only public companies need to do. This is perplexing. They seem to want to be invisible, while expecting the market to value them on ...what exactly?
They filed another 8-K today with the SEC, to document what appears to be the remaining $1,000,000 of the $3,000,000 they authorized last fall. Again, my assumption is this funding is in lieu of the failed IPO to (a) pay the bills for a year or two, and, presumably (b) to start one of the clinical trials. If all of that is true, I would expect them to announce the initiation of one of the trials with some public fanfare in Q1, while simultaneously trying to enter the NASDAQ through the back door, as previously discussed. I assume the theory is that the juice of initiating a clinical trial will provide the momentum to price the shares adequately. But who really knows. Until the apparently deaf and mute CEO addresses the shareholders, it is all conjecture.
Tom, you should send your 12-27 post to anyone you know at the Company. Excellent insight!
Tom, thanks for your insights, as always. Their opaqueness, especially now, is puzzling for sure, but hopefully things will start to happen now that we're in the new year? I hedge any real optimism, of course, seeing that this shitshow has been going on for so long.
@grandslam... It is promising to an extent. I think they have made a lot of good and correct moves over the past couple years, with one exception. The good news is the new people have put the company on the road to legitimacy, taking what Dr. Musick and his tiny staff did, in terms of developing a product and manufacturing technology, along with an offshore clinical treatment protocol, and turning it into a real company that is doing what is necessary with the SEC and establishing real inroads with the FDA. That's all great stuff. Where they have fallen down (IMO) is in their complete disregard for publicizing what they have done and are doing. Basically, no one is telling the story. Sometimes I feel like I'm the only one coming close -- on an obscure investment board that nobody reads.
I had a lot of hope when they made Zamora the CEO -- a young doctor with a potentially appealing media presence who could tell the story. But he didn't. Aside from one or two limited interviews, he did nothing. As far as anyone can tell, he's in it for him and his dermatology practice. The documentation they released to the SEC after removing him suggests that he milked things to his own benefit and did very little.The new CEO and CFO clearly understand the mechanics of public companies, which is good. But, again, they have done nothing to promote the company or just make it something worth investigating to potential investors. I know a good number of people who are serious investors, and none of them have ever heard of VB. That's on VB. It's like they are trying to remain under the radar -- and I could understand that in the days of mostly operating in offshore facilities trying to build a portfolio of safety and efficacy data. But they're past that now.
People don't throw money at unknown entities. If VB wants to be seen as $50-$250 million biotech startup, it needs to start telling the story. If they don't have anyone to tell the story, they should pay someone to do it. ThinkEquity certainly didn't. It sounds like they have hired another consultant. I'd love to talk to that person/company, and see what they have in mind. Because nobody associated with this company seems to understand that you'll never be taken seriously as an investment vehicle without some level of public awareness. The latest CEO has literally never even addressed the shareholders, let alone done any significant media. I don't know what they're thinking. Any attempt to re-enter the serious equity markets without someone or something blazing the awareness trail is going to fail. And I hope that the people who run the company understand this.
Tom, sounds promising. Should be interesting to see how this prices out.... if it ever does, that is. At this point, seems it would be a major accomplishment just to get relisted at *any* price, let alone to qualify for NASDAQ. We can only hope!
I read a little more of the most recent filing. It seems pretty obvious that some sort of deal was struck by some existing shareholders that would provide them liquidity, and this is somehow related to whomever just gave them $2 million. The latest S-1 specifically states "We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time." The "selling stockholders" are listed by name, and include the former CFO John Evans. One would presume that a number of influential shareholders are tired of their shares being untradeable. Well, join the club, fellas... But who really knows. We'll just have to see how this plays out.
And so it is (i.e., symbol removed from Schwab listing). Hadn't noticed, or considered that the VTRO symbol was tied up with the IPO filing, which was tied to the AMEX. With that now officially dead, yes, they will need to refile the VTRO symbol with the NASDAQ. But I suspect we won't see it reappear in the Schwab listing until and unless the shares start trading. The only question now is what the market thinks the shares are worth. If it's north of $10/share (and a $40-50 million market cap), then we will be on the NASDAQ. If it's less than that, then we will have to see if they are willing to re-enter the OTC markets. The problem with that for them is that it will be harder to raise capital. We'll just have to see if demand materializes for the shares. And on that note, it sure as heck would help if they would start publicizing the technology, and if their CEO would come out of hiding. It's hard to generate interest in something that the public has never heard of.
I’d take $10. I see Schwab is no longer showing VTRO but rather the CUSIP. I see this as a good sign, that something’s in the works.
As an aside, given the small number of shares post-split, the initial SP would almost certainly need to be north of $10/share. I can't see how they would meet the NASDAQ standard for market capitalization otherwise, if there is no demand for the shares at that price level. Whether they would consider an OTC listing if it fails is anyone's guess. I can't see why not, with the IPO off the table and some working capital in hand. The main downside to a listing is it will kill legacy investors if they have to raise money again and the public share price plummets. But hopefully it doesn't come to that. Conversely, if it does meet the NASDAQ threshold, most legacy investors will be in the black by a considerable margin, and those seeking to exit intact will have a window to do that. Not my strategy personally, but I'm sure there are a lot of folks out there that just want out.
Wow they actually said the L word, legacy. Sounds promising indeed. Yes, you'd think they'd want to do a little PR to drum up interest. Fingers crossed!
Following up briefly to earlier post, I read a little more, but not everything. They are effectively allowing the market to determine the price of the shares. On the day that trading starts, there will need to be sufficient pre-market buy/sell orders to create a functional market for the securities, as determined by an independent financial advisor. If/when the market for VTRO meets those standards, VTRO will become active on the NASDAQ. There is no date in the filing, but I have to believe that we will be seeing actual news from the Company very soon regarding these plans -- it makes no sense to do this and keep it a secret. But, bottom line, the liquidity and price of our shares (the filing specifically mentions "legacy" shares -- a term that I have not seen to date other than in my comments) will be determined by the market. So we can all stop conjecturing about schemes and shenanigans and such things. There will be public demand for the shares or there won't. And if there's not, then there is nothing that anyone can do.
There is a significant S-1 filing with the SEC today. I have not read or digested it. It appears to makes shares tradable on the NASDAQ, without an IPO. I will need to read it later. Best guess (only a guess) is this is perhaps part of some deal to acquire the $3 million previously announced. I don't know what the implications are for legacy shareholders, good or bad. I'm just posting this in case anyone wants to go check it out before I do. Short story seems to be that the shares will be listed on the NASDAQ without an IPO/underwriter process, meaning that the shares will be priced by the market before the commencement of trading. I have no experience with this, but it sounds like there will be extreme volatility at first, and extreme caution is advised. On the bright side, it does sound like the shares will be trading again soon.
But if they do want to bypass us, why not just keep on ignoring us? It's worked like a charm for the last two or three years (I've lost count LOL), so why not just keep on doing it? Then one day you find, ten years have gone behind you.... and, yes, you've missed the starting gun.
Having said that, I just don't get it. What better way to do raises than to simply issue more shares? That way it doesn't have to come out of anyone's pocket.... except, of course, us shareholders.
@grandslam... The symbol doesn't mean anything. You can't just ignore valid shareholders in the underlying entity. You can dilute them into virtual irrelevance (and it is a miracle that hasn't happened here, given how long VB has been around -- which I think speaks to Dr. Musick's commitment to shareholders, and keeping expenses under control). But you can't ignore them. You'd get sued immediately, and probably also face criminal securities fraud charges. All that aside, I think it would be a mistake to confuse their highly unfortunate lack of communication over the past few years with any kind of desire to harm those shareholders. I don't think they have any desire to harm their shareholders. Being in the minority, we just don't matter all that much. They've done what is required to legally bind our ownership interest during the transition. At this point, it would be really nice if they would release a shareholder letter to simply explain the strategy going forward, but they are not required to do that. I assume that they don't want to be held to any promises, such as the ones that Dr. Musick made in his final shareholder letter before stepping down as CEO (he said that they would pursue a listing on a higher-end OTC board after getting straight with the SEC). Otherwise, we have shareholder rights, and they are respecting them for the most part. But we have very little power, and they are taking advantage of that too.To pcarew's suggestion of bankruptcy, that would be a last resort, if (and only if) they were actually bankrupt. But it would be like dropping a hydrogen bomb on attacking forces on your own soil -- sure, you eliminate the threat, but you also destroy yourself in the process. But, again, there's no point in doing any of that. Legacy shares probably comprise something like 10-20% of the share count at this point (I haven't looked at it recently). We're not worth the steep cost of eliminating. We don't have to worry about such things. What we need is for the Company's core product (AlloRx) to get some attention and prove itself in clinical trials. If and when that happens, a lot of money will be chasing a very small share count, the Company will have a market cap in the hundreds of millions, and we should all make 10X or more on our investments. But it's a huge "if". If those trials never start, or peter out, it's game over for everyone.
A much easier path would be just to declare Chapter7, shares become null and void, reorganize under new name.
The downside is the reputational hit.
But couldn't they try to get around having to buy back our shares? They have a new symbol. Couldn't they attempt to start from scratch and leave all of us pesky shareholders in the rear view mirror? Risking litigation needless to say, but maybe they'd bank on us not pursuing it. After all, it has been years now that we've been frozen out, and we've done nothing.
Well, they wasted a boat load of money if the plan is to go private. And they'd have to come up with the cash to buy back a lot of shares. I don't think it is realistic. I think it all comes down to these clinical trials. They've been sitting there for a couple years, approved and unstarted. I don't think any traditional IPO money wants to touch this until they get through Phase I/II of a clinical trial. So, hopefully, what we're seeing with the $3 million is enough cash to make it that far. In that case, what I'd hope to see in the coming weeks is some attempt to publicize the commencement of one of these trials. If and when things go well, then maybe then they can seek further funding via an IPO. It would be a feast or famine type of situation for investors. Unfortunately, they are in a "prove it" world of biotechnology. Nobody is giving stem cell startups any benefit of the doubt, particularly with the headwind that Mesoblast encountered with the FDA a few years ago. So hopefully this cash infusion is enough to get the clinical trial ball rolling.
Makes me wonder if their plan might be to avoid a relisting altogether and turn it into a privately held company. That would be unheard of for a biopharm company without any revenue imminent, but again, perhaps they have reason to believe monetization is not that far off.
@grandslam... A minor addition to your point. They filed a follow-up Form D that shows the complete filing is for $3 million, not $2 million. The $2 million is in place, and I guess they are looking to fill the other million. To me, this is likely Musick and the board telling the newer management team "time's up, we need to move forward with one of the clinical trials". Perhaps the idea is to start one of them, generate some media around it, and use that exposure to perhaps complete the IPO. Whatever the case, per your point, a company doesn't attract $3 million in capital if it is planning to shut down. I do have to wonder if this is foreign investment though, perhaps from China or elsewhere in the Far East.
Well at least there's *something* going on. And Schwab still has VTRO listed in my portfolio, albeit at a zero value of course. Again, I just can't believe someone would continue to fund this company if there wasn't an expectation of more funds coming in from elsewhere sooner rather than later, or perhaps they are *really* close to announcing a breakthrough of some kind. $2 million is enough to keep the lights on for quite a while though.
@grandslam... Indeed it is a common outcome. OTOH, this company has always been different. There is no reason in the world why it should still exist, after decades of floundering. And yet someone -- now someone with reasonably deep pockets -- continues to invest. And this after spending a ton of money to right the ship with the SEC and prepare for an IPO ...only to have it fail at the altar twice this year.
It's just too weird. The rational part of me says that it's a lost cause. But the part of me that owns a boatload of shares can't let go completely. In the end, I think it just comes down to the fact that Dr. Musick believes in the product and the science behind it. As he told me once, it's his life's work. My sense is that he wants to see it through very badly. I suspect that he wants to be the one who finally put cell-based treatments on the mainstream map. And he won't take no for an answer. And he's not young. I think he has seen some remarkable results overseas, which don't count with the FDA except as basic safety data. But the results are the results. And I think he wants to do these domestic clinical trials very badly, to prove a point. Just one person's conjecture.
But, again, the rational side of me finds it difficult to see any near term path to eventual ROI. It's going to take a major surprise, some sort of breakthrough. And I'm fresh out of that kind of optimism at this point.
Haha BBB has checked out huh? Well I guess we're all pretty much throwing up our hands at this point. Still, thanks muchas for the update Tom. Good to see that, in some shape or form, it's still alive. The floundering fish that has been pulled up onto the dock is still trying to thrash its way back to the water. OK so apparently there's a deep pocket out there putting up a couple million, but I find it hard to believe that the said pocket would do so if they weren't convinced that an IPO would ultimately succeed. No way a biopharm company like this, without any current, or even impending, revenue, could get by without more infusions of cash down the road. As you say, dilution into oblivion - a common fate of companies like this.
@B&BB... What's it to you? I actually don't follow this much anymore, because there isn't much to follow. But they announced an IPO, and spent a lot of money doing everything needed to re-enter equity markets. So it seems childish -- and, frankly, stupid -- to assume they did all that as some sort of deception. It's very obvious that their third-rate investment bank has failed to generate the interest required to price the IPO -- difficult these days in mainstream biotech, let alone this. So now, presumably, they have hired a consultant to work on that. Do I care? Not really. Do I expect it to succeed? No. Do I still glance at their SEC filings and report what I see? Sure. Why not? I own a lot of stock. Do I expect it to amount to anything? No.
Are you serious Tom? How long do you plan to write?
When you read yourself don't you feel like you've been writing the same thing for 3 years?
You lost money, I lost money too ....
You trusted in a project and that project went to hell... and that's it.... sooner or later you have to turn the page.
----Blah Blah blah,,, vitro was always a risky bet.... blah blah blah... it's ok, we already know that, stop repeating it.
----- blah blah blah.... they are doing the right thing to stay afloat ... blah blah blah blah... so let them keep doing it....
It's not the first or the last company to play its cards and rip off its shareholders....
Good luck to all of you,,,, fortunately for you this is my last post... as I said.... you have to leave the page.message....
Should anyone still care (and I'm not sure I do anymore), in today's installment of Death By A Thousand Cuts, they filed another 8K with the SEC to register yet another dilution/funding event to keep operations rolling (not that anyone has the first clue what those operations might be, since they stopped communicating with the world and the CEO has been invisible, per custom established by his predecessor). This placement is for $2,000,000, which should keep them going for a while (and maybe get the wheels turning on a clinical trial, finally?). Per another custom, we have no idea who the sugar daddy is, though I would imagine it is an insider. But who knows. VTRO is a black box, and nobody is allowed to know anything apparently. On that subject, I contacted the CFO a couple weeks ago. He was kind enough to respond, but it was unreadable gobbledygook jargon that said nothing. But, hey, at least he responded, even if it did sound suspiciously like it was crafted by an attorney.
Anyway, in separate news, the 8K also mentions that they have retained a business consultant on what amounts to a stock deal. Reading between the lines (since their "lines" rarely say anything anymore), it looks like this person's job is to push the floundering IPO over the top. Which would be great if s/he succeeds. Good luck with that, whoever you are. One does wonder what the point of an IPO is, if they can find investors willing to shell out $2,000,000. The IPO itself was downsized to $10,000,000.
Since we are left to conjecture, my take is they are doing what they have to do to survive, and perhaps get one of the trials started. Which is good, but it's also becoming clear that original investors are slowly being diluted into irrelevance. If someone from the Company would like to challenge that assertion, I am open to arguments.
That really is a shame. Simply put, their treatments have shown great promise in treating debilitating conditions for which no cure has been found.