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Whats going on Champ? What am i missing out on give me the details...LOL $ZNOM something happening 15NOV??
ZNOM just wish I had more shares.
ZNOM Oh and by the way levelnever, the website is ok now...not sure what the deal was that day..it wouldn't work for me either.
click the link in the quote below for those interested in Znomics 1st acquisition. This is their working website.
ZNOM I wonder if a PR will come out on th 15th-20th announcing the completed acquisition?
The 10Q came on time. No change
in O/S shares 52M and the float
12M great!!!. If the merger will be complete by November 15
Any idea what will be price per share for a long run when we going to the big board.
Se the last three companies Cherry Tree brought public are on the big boards:
Capella Education Company (Nasdaq:CPLA)
Dolan Media (NYSE:DM)
Titan Machinery (NASDAQ:TITN)
ZNOM Perhaps they are reconstructing it.
$ZNOM - on watch for MERGER & ACQ! LETS GO! Should be interesting...lots of random buys!
It is very good news, I think
we are on the way to complete
the merger.I think it looks pretty good, with potential for significant additional information coming in.Any idea what revenue they have.
last year
Interesting. Iscience Interventional site appears to be down at least last couple days from what I am seeing. http://www.iscienceinterventional.com
Where do you see that info?
AHHHH SO $ZNOM ready to go? MERGER COMPLETE!!! SWEET == $$
09/10/2012 iScience Interventional Corporation
Medical Device Design & Manufacturing
Znomics Inc Acquisition, Merger View Amount Deal Details
$ZNOM - lots of activity on this as of yet...getting pretty excited just watching it... GO $ZNOM! Any updates CHAMP?
The champ.Did you a chance to go over the merger deal and
estimate the price per share
in a long run ( i am not here
for a small gain ). The private
company iscience interventional
corp.has at least 10M dollars revenuewith a unique products.
And don't forget the co. running by Cherry Tree people
your opinion ,please
ZNOM I guess someone wanted to paint the close. Nice to see .048..even though it will most likely be washed away as easy as it came....for now anyway
only 100 shares was on the ask ?
ZNOM Yes in fact here it is as stated in the 8-K:
The Merger Agreement contains customary representations and warranties by Znomics and iScience with respect to their businesses and the transactions contemplated by the Merger Agreement. Closing of the Merger is conditioned on, among other things, accuracy of such representations and warranties, approval thereof by the requisite number of iScience stockholders and holders of no more than two percent of the iScience voting stock exercising their appraisal rights under Delaware law. In addition, the closing of the Merger is conditioned on iScience having received at least $8.0 million in gross proceeds, and at least $6.7 million dollars in net proceeds, in connection with an equity financing, and on a recapitalization by iScience of all its outstanding capital stock and conversion of certain convertible securities into shares of iScience common stock. The Merger Agreement may be terminated for certain reasons, including by either party if the closing thereof does not occur prior to November 15, 2012. The Merger Agreement also contains other customary terms and provisions as are common in similar agreements.
ZNOM deadline to sign is November 15, 2012 I am thinking.
According to the 8k we should
expect a news release soon
about signing merger agreement
ZNOM Hard telling what the SS will do but hopefully it will not change much and as easy as this moves i could see it easily hitting a $1 on the break of news
How do you think the price per share and share structure after
the merger.
ZNOM Price is able to move 100% on hardly little volume.
ZNOM looks like things are heating up around here.
Good morning
can some one explain the next a few steps to execute the 8K . ( like time line ). What we are waiting for. ??
Over all is this a good deal for the small investors ???
I am holding 100000 shares
It is took me 8 trades to get here in the last 12 months
Ah... yes, I see now that the total does not reflect 2+mil. Maybe so then ... just a little messy.
Level is right, add up the numbers, they equal 42MM but they are only claiming 40MM.
Believe me I have read through the footnotes of this company about a million times :) What happens when you watch a stock for years :) filing psychosis lol...
The 77.4% takes that into account, it is not double counting the 2,040,594. Otherwise the share count would read 42,693,960.
i think you are correct and i normally read the footnotes....i don't know how/why they could make such a mistake then as this statement in the 10k
"All Executive Officers and Directors as a Group (5 persons) 40,653,366 77.4% "
maybe though?? is it possible that Cherry Tree holds 2,040,594 x 2 OR 4,081,188 shares in total
i haven't dug too deep as i don't have that large of a position here... i was hoping a quick look at some SC13's would clear things up BUT don't see any
you make valid points for sure... just some info seems conflicting imo
Read the footnotes...
Two of the insiders are both counting the 2mil+ shares held by Cherry Tree Companies, LLC...
Beneficial Ownership of Directors, Executive Officers, Directors and Executive Officers as a group, and 5% Holders as of February 29, 2012:
Name of Beneficial Owner Number of Shares
Beneficially Owned Percent of
Class
Tony J. Christianson (1) 19,181,586 36.5%
Gordon F. Stofer (2) 19,181,586 36.5%
John C. Bergstrom 2,040,594 3.9%
Kerry D. Rea (3) 249,600 *
David G. Latzke 2,040,594 3.9%
All Executive Officers and Directors as a Group (5 persons) 40,653,366 77.4%
(1) Includes 8,570,496 shares held by Adam Smith Growth Partners, LP, 2,040,594 shares held by Cherry Tree Companies, LLC and 4,285,248 shares held by The Paige Christianson Family Trust. Mr. Christianson may be deemed to share beneficial ownership of shares beneficially owned by Adam Smith Growth Partners, LP and Cherry Tree Companies, LLC by virtue of his status as a controlling owner of such entities, and may be deemed to have beneficial ownership of the shares owned by The Paige Christianson Family Trust, the trustee of which is Mr. Christianson’s wife. Mr. Christianson expressly disclaims beneficial ownership of any shares held by Adam Smith Growth Partners, LP, Cherry Tree Companies, LLC and The Paige Christianson Family Trust, except to the extent of his pecuniary interest in such entities.
(2) Includes 4,285,248 shares held by the S-T Investment Trust and 2,040,594 shares held by Cherry Tree Companies, LLC. Mr. Stofer may be deemed to share beneficial ownership of shares beneficially owned by Cherry Tree Companies, LLC by virtue of his status as a controlling owner of such entity, and may be deemed to have beneficial ownership of the shares owned by the S-T Investment Trust by virtue of his status as a trustee. Mr. Stofer expressly disclaims beneficial ownership of any shares held by Cherry Tree Companies, LLC and the S-T Investment Trust, except to the extent of his pecuniary interest in such entities.
(3) Includes warrants to purchase 243,350 shares of Common Stock.
http://www.sec.gov/Archives/edgar/data/1371473/000117184312000705/f10k_022912.htm
well said db:) Exactly how I feel which is why we are not the herd and can dig and DD and wait for years.
Personally, the whole MO is finding stocks shell management teams that could roll in big board stocks potentially, and then wait and see how share structure pans out, I think certainly this is one where that could be the case. At $1.5 million market cap I have no problem taking that gamble. Give me 2.5% of the next up and coming Medtronic and I'll take it at .028 :)
Tall did have an interesting point on the 6.10 and 5.1 discrepancy, with reincorporation, what do you make of it?
u r correct level from what i see
double counted? not sure where you are getting that information from, that is not the DD I have. This from last 10-K.
2.5% is disappointing in a new idea, crappy rm company IMO .. but 2.5% could be great in a hugely successful company could it not?
the % doesn't matter as much as the '% of what' imo
Note that some of the shares reported in the insider holdings are double counted. They really own less than the reported 77%.
Who knows what they will do. Maybe they will issue some type of convertible and keep the current outstanding the same for awhile. But current shareholders will only get 2.5% of the new company and that is disappointing to me.
Good luck, I hope it works out. I always like to see successful reverse mergers for current shareholders.
assuming rough numbers.. say $40mil in financing... with 500,000,000 shares
still comes to .08/sh no?
again purely hypothetical BUT just b/c share count could go up doesn't necessarily mean it's a bad play and/or overvalued
devil is in the details
There is no question some shares will have to be issued, as is normal with mergers just a question of how that will pan out, just looking for indications. At least what it said in 5.1 this also applies to section 6.10 that you take from.
Sure, I like the new company, but...
how are they going to give the new company 97.5% of the stock?
“Upon completion of the Merger, each outstanding share of iScience common stock, and each security convertible into iScience common stock, will automatically convert into the right to receive a number of shares of the Company’s common stock, or, as applicable, securities convertible into the Company’s common stock, such that, after giving effect to the Merger, the holders of iScience capital stock immediately prior to the Merger will hold, in the aggregate, 97.5% of the total number of shares of the Company’s common stock on a fully-diluted basis.
My quick calc shows that if they were to sell all insider shares to the new company, they still need to issue about 500,000,000 shares to reach 97.5%.
If all insiders keep their shares, then they need to issue about 2,100,000,000 shares.
My opinion, they will reverse split and issue new shares to get to the 97.5% holding.
hmmm they seem to contradict each other, no?
nice find as well.. i'll hold and see what shakes out g/l
Hey tall,
Looking for indications. This spoke to me only because while we know shareholders of Isciences will get shares question to me is where will they come from. Some could be from existing shares as ownership owns ~77% of them, they could come from increasing the authorized shares, or there could be a split and then share issuance
We will have to see, but what I am seeing from reading through now is much as db says no excessive dilution or reverse split. For a company with companies like Medtronic and Johnson & Johnson as partners and shareholders, currently sitting at .04 and only a $2 million market cap, that has received over $35 million in VC funding, you can see that how share structure ends up has very lucrative potential. Just my two cents.
best,
level
He forgot to mention this...
“6.10 Parent Reincorporation. Prior to the Effective Date, Parent shall have reincorporated itself under Delaware law pursuant to a conversion authorized by Section 265 of the DGCL and Section 92A.195 et seq. of the Nevada Revised Statutes (the “Parent Reincorporation”). In connection with the Parent Reincorporation, Parent shall also have increased its authorized capital stock and effected a combination of the outstanding Parent Common Stock to such number of shares (in the case of such increase) and at such ratios (in the case of such combination) as Parent shall determine and the Company shall have consented, which consent shall not be unreasonably withheld. In addition, Parent shall consult with the Company with regard to the form of certificate of incorporation, bylaws and other charter documents to be adopted by Parent in connection with the Parent Reincorporation.”
http://www.sec.gov/Archives/edgar/data/1371473/000117184312003354/f8k_091012.htm
'sounds like' no excessive dilution or reverse splits
levelnever, why does that statement "protect the share structure?"
You said...
This part also certainly speaks to me, always looking for protections on share structure issues:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8815390
From part 5.1
Quote:
--------------------------------------------------------------------------------
Conduct of Business by Parent and Merger Sub . From the date of this Agreement to the Effective Date, unless the Company shall otherwise agree in writing or as otherwise expressly contemplated or permitted by other provisions of this Agreement, including but not limited to Section 6.10 , neither Parent nor Merger Sub shall, directly or indirectly, (a) amend its certificate of incorporation or bylaws, (b) split, combine or reclassify any outstanding shares of capital stock of Parent , (c) declare, set aside, make or pay any dividend or distribution in cash, stock, property or otherwise with respect to the capital stock of Parent, (d) default in its obligations under any material debt, contract or commitment which default results in the acceleration of obligations due thereunder, except for such defaults arising out of Parent’s entry into this Agreement for which consents, waivers or modifications are required to be obtained, (e) conduct its business other than in the ordinary course on an arms-length basis and in accordance in all material respects with all applicable laws, rules and regulations and Parent’s past custom and practice, (f) issue or sell any additional shares of, or options, warrants, conversions, privileges or rights of any kind to acquire any shares of, any of its capital stock, except in connection with the exercise or conversion of Parent securities outstanding on the date of this Agreement or payment of stock dividends, (g) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, (h) make or change any material Tax elections, settle or compromise any material Tax liability or file any amended Returns or (i) adopt any Compensatory Plan or hire or materially increase the existing compensation of any employee, consultant, director or other service provider.
same here, sit and wait on the bid, then a PR
GL
the herd not interested... guess i'll try to get some bids in ... my type of play ...........i think (?) ;)
g/l!
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Znomics, Inc.
PORTLAND, Ore., Feb 10, 2010 (GlobeNewswire via COMTEX) -- Znomics, Inc. (OTCBB:ZNOM) today announced the issuance of 75% of the fully diluted capital stock of Znomics to affiliates of Cherry Tree, a financial advisory firm offering investment banking, investment management and wealth management services based in Minneapolis, MN (collectively, the "Purchasers").
Znomics issued 40,811,886 shares of common stock to the Purchasers for total consideration of $125,000, paid in cash at closing.
The stock purchase agreement and related transactions were approved by the Board of Directors of Znomics and by shareholders who owned a majority of the outstanding shares of Znomics common stock prior to the issuance of the new shares.
Znomics is currently a "shell company" as defined by the Securities Exchange Act of 1934. It is expected that the Purchasers will use Znomics to acquire an operating business, but no specific acquisition discussions are under way and the Purchasers expect the acquisition process could take several years.
As part of the transaction, the shareholders have elected a new Board of Directors, which includes Tony J. Christianson and Gordon F. Stofer, founders and co-managing partners of Cherry Tree, John C. Bergstrom, managing partner of RiverPoint Investments and Kerry D. Rea, former Chief Financial Officer of Znomics. The new Board of Directors appointed Mr. Christianson as Chairman, Mr. Stofer as Chief Executive Officer and David G. Latzke, a Managing Director at Cherry Tree, as Chief Financial Officer and Secretary.
Simultaneous with the issuance of this press release, Znomics filed a Form 8-K with the Securities and Exchange Commission outlining the acquisition and related transactions, including exhibits.
Forward-Looking Statements
Certain statements found in this press release may constitute "forward-looking statements," which reflect the speaker's current views with respect to expectations and future events and include any statement that does not directly relate to a current or historical fact. The forward-looking statements in this press release include the expectation that the Purchasers will use Znomics to acquire an operating business and the anticipated timeline for that process. Forward-looking statements cannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements. Examples of risks and uncertainties relating to the forward-looking statements in this release include, without limitation, the Purchasers' ability to identify a viable candidate for a reverse merger transaction with Znomics and to successfully negotiate and complete the transaction.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Znomics, Inc.
http://www.cherrytree.com/
http://www.cherrytree.com/news/docs/MNBus_0209_sm.pdf
Name | Description |
---|---|
Christianson, Anton | Anton J. (Tony) Christianson has served as chairman and member of board of directors of Cherry Tree Acquisition Corp since inception. Mr. Christianson is a co-founder and chairman of Cherry Tree Companies, which he formed with Mr. Stofer in 1980. He is also the chairman of its affiliates: Cherry Tree Investments (a Registered Investment Advisor), Cherry Tree & Associates, LLC (a FINRA licensed broker-dealer) and Cherry Tree Family Office (a Registered Investment Advisor). Mr. Christianson has spent more than 30 years in the venture capital and private equity communities in a variety of capacities. He has been the managing partner of several partnerships ("Cherry Tree Ventures") that were focused on investing in entrepreneurially-managed companies. Most recently, this included Cherry Tree Ventures IV, which has had two significant initial public offerings within the last two years: Capella Education Company (NASDAQ: CPLA) and Dolan Media Company (NYSE: DM). In these partnerships, Mr. Christianson was responsible for making and monitoring investments and for reviewing strategic direction for all portfolio companies. From 1978 to 1980, he was an investment officer and vice president of Northwest Growth Fund (predecessor to Norwest Equity Partners and Norwest Venture Capital). From 1972 to 1974, he worked for Arthur Andersen as a systems analyst in their consulting practice. He currently sits on the boards of Dolan Media Company (NYSE: DM), Fair Isaac Corporation (NYSE: FIC), Titan Machinery Inc. (NASDAQ: TITN), Peoples Educational Holdings (NASDAQ: PEDH) and AmeriPride Services Inc. Mr. Christianson received the Outstanding Director of the Year from the National Association of Corporate Directors in 2002 and was a finalist for the Entrepreneur of the Year Award in 1994. He graduated with a B.A. from St. John's University, Collegeville, MN and earned an M.B.A. from Harvard Business School, where he was a Baker Scholar.
|
Stofer, Gordon | Gordon F. Stofer has served as chief executive officer and member of board of directors of Cherry Tree Acquisition Corp since inception. Mr. Stofer is a co-founder and chief executive officer of Cherry Tree Companies which he formed with Mr. Christianson in 1980. He is also the chief executive officer of its affiliates: Cherry Tree Investments, Cherry Tree Securities and Cherry Tree Family Office. Mr. Stofer has spent more than 30 years in the venture capital and private equity industries in a variety of capacities. He has been the managing partner of several partnerships that were focused on investing in entrepreneurially-managed companies. Most recently, this included Cherry Tree Ventures IV, which has had two significant initial public offerings within the last two years: Capella Education Company (NASDAQ: CPLA) and Dolan Media Company (NYSE: DM). In these partnerships Mr. Stofer was responsible for making and monitoring investments, as well as coordinating all fund raising and investor relations related to the funds. From 1977 to 1980, he was an investment officer and vice president of Northwest Growth Fund. Prior to that, from 1975 to 1977, he was a marketing manager for Honeywell in their energy management division. From 1970 to 1972, he served as an officer aboard a destroyer in the United States Navy. During his investment career, Mr. Stofer has been a director of over 30 private and public companies and has served on numerous public company boards and related committees. He currently sits on the boards of Insignia Systems Inc. (NASDAQ: ISIG) and VEE Corporation (Sesame Street Live). Mr. Stofer has been a past president of the Minnesota Venture Capital Association, received the Outstanding Director of the Year from the National Association of Corporate Directors in 1997 and was a finalist for the Entrepreneur of the Year Award in 1994. Mr. Stofer received a B.S. in Engineering from Cornell University with an engineering degree and an M.B.A. from Harvard Business School, where he was a Baker Scholar.
|
Latzke, David | David G. Latzke has served as senior vice president, finance of Cherry Tree Acquisition Corp since inception. Since January 2007, Mr. Latzke has been a managing director at Cherry Tree Companies working in the investment management and investment banking divisions. His focus is on strategic advisory services to both private and public companies as well as M&A and capital market transactions. From June 2006 until joining Cherry Tree in January 2007, Mr. Latzke provided consulting services to small and middle market companies. His clients included software, technology, and manufacturing and distribution companies. From April 1993 to June 2006, Mr. Latzke served as senior vice president, chief financial officer and secretary of SoftBrands, Inc. (AMEX: SBN), a provider of enterprise software and related professional services. SoftBrands acquired Fourth Shift Corporation (NASDAQ: FSFT), where Mr. Latzke served as chief financial officer, in April 2001. From June 1982 to April 1993, Mr. Latzke was at Arthur Andersen & Co. serving both closely held entrepreneurial companies and public registrants. As an advisor and public company chief financial officer, Mr. Latzke has had the opportunity to lead numerous financings, capital transactions, acquisitions and divestiture transactions and restructuring projects. He received a B.A. in Accounting from the University of Northern Iowa and is a Certified Public Accountant. |
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