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So.... let me get this straight.
Company puts out a PR saying things are looking good and it leads to an apparent sell-off and a PPS drop? I’m sorry, but if you held a position on Friday and the company comes out and says ‘We’re doing really good’ on Monday, what goes through your brain to make you think you’re position is so much less valuable than it was on Friday that you’ll sell it at a lower price?
To all of you who are thinking it was some sort of mistake... maybe you’re overthinking it. Maybe the company just wanted to say things were looking good. Maybe it wasn’t for the people on this board who only care about the short term stock price. Maybe it was for the people who might have taken a position they intend to hold a while because they see value potential... you know... the ones the company should care about.
Maybe it’s freaking hard to find good deals in RE during a global pandemic with millions out of work and unable to pay rents / mortgages. I don’t know. I just don’t get the sudden doom and gloom. Nothing is different from last week.
Back to lurking I go.
No, it's not the same as a lotto play at all. In a lottery, all of the numbers have an equal likelihood of being chosen as the winner. Unless you would have us all believe that ALL OTC stocks have the EXACT SAME chance of being winners, then you're just incorrect here. There are pieces of information that one can gather about OTC stocks that make them more or less likely to be winners in the long run.
Do you really disagree with that statement?
I don't agree with you here Neophius. From where I'm sitting, the technique you described is called value investing and while it is a good strategy for acquiring long term wealth through stock purchases on the NYSE and NASDAQ, that is not what happens on the OTC. Tickers like JBZY on the pink sheets are not required to submit financials in the same way stocks on the major exchanges are, so how do you figure it's a good idea to look at them to determine the quality (or lack thereof) of the stock? And even when a ticker on the pink sheets submits the financials, if they aren't audited, then they aren't that useful to look at anyway.
The only way to make it investing in the OTC is to dig deep and uncover as much information as possible in the absence of solid financials. I believe that's called DD (due diligence) and the quality of the DD is what makes a stock worth purchasing on the OTC, not the financials. Yes, it's always a risk but high risk can lead to high reward.
People don't go to the OTC to do value investing. They go there for the long shots. They go there to get lucky. They go there for the one-in-a-millions.
They go there for the JBZY's
Verified Long!
Oh the irony!!
Not sure if this is old, and I don't speak any Chinese but it's pretty easy to pull out when they sing Zhongji Mingyang. Plus it's labeled JBZY and ZJMY.
Any translators out there figure out what they are singing about? Sure looks like they are having a good time.
I hear you Davey, but in reading several recent articles about it, Elon Musk is ticked off that he has to partner with Chinese companies because he doesn't want to lose any of his trade secrets. I think it's more a function of that than it is a pricing issue. It appears he's making the deal specifically to avoid partnering with anyone. That's my take on what I've read anyway.
I don't know how other companies will approach China, but at the very least, the government is rethinking how to deal with the issue.
BTW, I'm long in JBZY. Just adding to the discussion. GLTA
China seems to be reconsidering making foreign production companies do joint ventures with Chinese companies. If it does a deal with Tesla, you can be sure other auto makers will want similar deals.
https://www.theverge.com/2017/10/22/16516064/tesla-reached-deal-factory-china-shanghai-electric-vehicles-cars
https://www.chinausfocus.com/finance-economy/teslas-china-venture--will-the-company-set-a-precedent-in-shanghai
Scottrade shows JV you today
What good is a Tax Free merger to the Doc
if he has to share the booty with an iHub buyers group?
He doesn't own 100% of the shares of the former KEYO correct?
He would own 100% of a newly formed corp, though
SMF: In doing some research and educating myself about this a bit, I found several reasons I think a RTM would fit this man better than a traditional IPO. Forget the KEYO theory and just think about an RTM over an IPO for Nantworks / Nanthealth. Let me know what you think of these possible reasons...
PROs of the RTM:
1. The operating business remains completely intact. Bank accounts, employer ID numbers, all contracts and leases all remain the same because only the ownership of the private company changes. This, to me, would be huge for PSS. Imagine how many contracts, employees, bank accounts, etc. that he has between all of the companies we're talking about here? If he RTM's Nantworks, it would be a seamless transition.
2. Cost. Much lower than an IPO. Tax free if set up correctly.
3. Faster. Not that big of a deal if you ask me.
4. Lack of an underwriter. In an IPO, an underwriter almost HAS to be part of the process. When the happens, they often suggest or insist that the company raise more money in the offering than it needs. In an RTM there's no underwriter.
5. Lower dilution of control. As a by product of not having an underwriter, the management can control the number of shares released and a higher percentage of ownership can remain with the top brass.
CONs of the RTM.
1. Cleanliness of the shell. Really, that's the big one. It MUST be a clean shell.
2. Raises less money than an IPO.
So, for PSS, as already the richest doctor in the world, do you think him going public is about more money for him, or something else? I think he's interested in the liquidity that being public offers, and there was also something about Nanthealth being in some sort of trust? I forget. But either way, it seems a RTM might be a better option than a traditional IPO. Do you agree or disagree? KEYO theory aside, would this not be a better way for him to go public? An RTM isn't always a better option but for this guy and what he's doing? It seems smarter to me.
I'm not part of any buyers group, but I did pick up a couple hundred shares. No matter what he does, IPO or RTM, the moment he makes shares public, he's going to be sharing his booty with other people. So whether it's a buyers group or some large corporation, or some dude from Kansas with money to burn, it doesn't matter. It won't be 100% his anymore. But with the RTM, he can control just how much of it remains his.
How does KEYO fit? The biggest/ pitfalls of an RTM is with the cleanliness of the shell, right? Well, what if the shell is a company you owned and set up in such a way as to seamlessly provide you with a vessel for this transaction? Away goes the biggest problem.
I still think it's a long shot. Really I do. Primarily because you can't predict the future and what seems good on paper often doesn't materialize, but an RTM with KEYO does make some sense.
I'm not an expert in all of this, so I'd appreciate some feedback.
Thanks.
How do you check it?
Popt: If you wanted to know when a company was dissolved in Delaware, is checking the Delaware Secretary of State site and looking at the file date the wrong way to go about it? Is that date typically unreliable?
Popt: I see what you're saying. You're right. 2 different companies. I didn't look close enough. One seems to be the actual business, the other is the holding company. I see. One in Delaware, the other in Nevada.
So in trying to sort all this out... if there are 2 companies here to deal with, when Tom W. says he dissolved 'the company' in 2011, which one was he talking about? The actual business or the holding company? If he was talking about the actual business (Nevada), then it appears as though THAT one was reinstated, then dissolved again per the intro DD. Still keeping the door open to the possibility of reinstatement of the actual business. Correct?
In the link you provided, it says the Delaware (holdings) company was dissolved in May 2014. If Tom W. was actually referring to the holdings company being dissolved in 2011, wouldn't there have been a filing in 2011 to reflect it? Is there a link to that someplace?
In order for the whole KEYO RTM to take place, would both the Nevada company and the Delaware holdings company have to be reinstated?
Is there a filing anywhere in 2011 that says either company was dissolved?
The whole thing is such a puzzle. An interesting one though.
If you look at the Nevada Secretary of State entity actions for KEYON (linked above in the DD), even if the company was somehow dissolved in 2011, its not present in that listing. Could it have been dissolved without appearing in that listing?
In any event, from that listing, we can see that it was reinstated on March 27, 2014. On May 21, 2014, it was dissolved. Very obvious. It looks to me like the 3 year time window likely started ticking from there.
Am I misreading that somewhere? Was it dissolved, then reinstated, then dissolved again? If that's the case, why would someone do that? Could it be that the first 3 year window was closing, and Dr. SS still had plans for KEYO, so he reinstated it before the 3 year window closed, and then dissolved it again, giving him another 3 year window to work with? Or since it doesn't appear in the SOS listing, could it be that it was never actually formally dissolved in 2011? If that's the case, how could it be reinstated if it was never dissolved?
What are the other alternatives? And by that, I mean alternatives that couldn't also be satisfied by just having left it dissolved the first time?
Poptech: Why would they have to do an IPO? I'd like to understand what you're seeing here that I'm not seeing. I think you're right about the board, executives, etc, but why the IPO?
If what I've read (and if I'm understanding it correctly) in Title 8 of the General Corporation Law for the state of Delaware is true, then they should not have to perform a new IPO.
http://delcode.delaware.gov/title8/c001/sc12/index.shtml
To me, it looks like they can pick right up where they left off. They can change the name if they want, but it looks to me like they can revoke the dissolution and pick up as if the dissolution never happened in the first place. No need for a new IPO at all. What are you seeing that makes you say that PSS would have to do an IPO for KEYO?
Again, if its peoples opinion that it WON'T happen, then fine, I get it. But I'd really like to see something that says this CAN'T happen.
In the research I've done, I have found that an RTM is faster, cheaper, and allows an owner to keep more control over the new public company.
From just a quick search on investopedia...
Additionally, reverse mergers allow owners of private companies to retain greater ownership and control over the new company, which is a huge benefit to owners looking to raise capital without giving their companies away.
If prestigious-ness is less of a priority than maintaining control, an RTM looks like a better option. Do you disagree?
Dr. PSS has already done a reverse merger. He did one with APP / Abraxane. Why would he have done it that way instead of a traditional IPO, if a reverse merger is always a bad idea? Why instead did he chose to take out loans and buy a small publically traded pharmaceutical company and fold his Abraxane company into it? One possible reason is because he didn't want venture capitalists taking all that control from him. That might not be his reason though. Maybe there is another reason that I don't know about.
You are right though. He did chose a traditional IPO with Nantkwest. Absolutely true. And it is very possible, if not likely, that he does a traditional IPO with the rest.
Guess we just have to wait.
Janice, thank you for your response.
If Dr. SS wanted to take his NANT empire public, do you believe that a RTM would be a reasonable and cost effective way to do it? Forget for a moment we're talking about KEYO. Would an RTM be a good way to do it? What advantages or disadvantages might there be over a traditional IPO or perhaps multiple traditional IPO's?
Also, you listed several things that Dr. SS would have to do if he reinstated. None of them sound overly difficult. I know you don't see any of it happening, but theoretically, it wouldn't be hard, would it? Is there a step in the process that would make it so difficult as to make it unreasonable to follow through on?
You and I agree that the possibility of all this happening is low, but can you state with certainty that it's impossible? If so, please tell me the step you see as impossible.
Janice, in all seriousness, wouldn't it be more reasonable to think that if he just didn't want the shell anymore, he'd sell it? Generally, people throw out trash that has no value, but they don't throw out things that have value. Just dissolving it seems more like throwing away money to me. Are you saying he's rich enough to just throw away money? Maybe he is. I don't know.
Dissolving it voluntarily means he can reinstate it. Could there be another reason for him to dissolve it aside from 'he just doesn't want it anymore'? Maybe tax implications? I don't know really. The idea that he just doesn't want it is a valid possibility. I will definitely give you that.
If he reinstates it, won't he be reinstating the share structure and control as well? When you say 'he has to start over', what do you mean? Isn't the share structure in place, which is what he'd need?
I'm still not saying at all this is GOING to happen. I still say it's a very long shot. What I'm looking for is someone to come up with a reason why the KEYO theory is IMPOSSIBLE. I have seen lots of reasons to think it's probably not going to happen, and a lot of people feeling very confident on both sides, but from what I have seen, nobody has shown a reason why this is impossible. Someone show that and we can put this thing to bed. Otherwise, it's just waiting.
I, as much as anyone, have no intention of holding onto a theory that is proven impossible. It's always fun, however, to hold out hope for the improbable.
Poptech, thank you for responding.
It seems you are saying that it matters if a company is voluntarily or involuntarily dissolved. I agree with that. I also believe the state in which the company is originated matters as well. Since you are basically saying you have no idea either way, and other people on both sides of this argument are saying PSS voluntarily dissolved it, then it seems at least theoretically possible that he voluntarily dissolved it, and thus could reinstate it. Correct? I'm not asking for likelihood, just pure mathematical possibility.
If it was voluntarily dissolved AND he reinstated it, would that not now qualify as a shell that is capable of an RTM? How hard a process would that actually be, and would it be relatively cheap and easy to get it done?
If all that was true, would it make financial sense to use a shell (any shell, Keyo or otherwise) for an RTM, or would it make more sense to do a traditional IPO's with all his different companies?
This should be an interesting experiment.
Here are the critical questions I'd like to see answered by the different people posting on this board...
1. CAN a voluntarily dissolved company be reinstated?
2. CAN said dissolved company be reinstated, and then used for an RTM?
3. DOES it make the most sense (financially and legally) for Dr. SS to take his empire public through an RTM or through another method?
Forget the whole KEYO theory for a moment and just answer those 3 questions. I'd like to see how the different people here answer them.
Popt: No. You're wrong about this one and I think you know it. The theory would only require one or 2 reporters mistakenly assuming (very different from lying) that Dr. SS was going to do a traditional IPO with Nanthealth, and a whole slew of reporters from other publications and websites reprinting the same faulty assumption. It only matters whether or not the original people being given the information were correct in their assumptions. All the articles written after that first one are just reporting the information the LA Times provided. If they were not correct in their assumption, then everyone after that gets it wrong too.
Your quoted phrase... Dr. Patrick Soon-Shiong told the publication that he was delaying the IPO... is a perfect example. As you know, it's from the LA Business Journal... not the LA Times. Third hand information. If the LA Times assumed that Dr. SS was doing a traditional IPO with Nanthealth (whether he was or wasn't), then the LA Business Journal (taking their information directly from the LA Times) is obviously going to get make the same assumption. Again, its all about the original assumption and whether its correct.
Unless I missed something somewhere, I believe the theory has always been, and still is, Nantworks = the RTM into KEYO, Nanthealth = tracking stock IPO. Everything Dr. SS has been quoted as saying would still be true if he did that. He'd still be 'initiating a public offering'. He'd still be 'going out there'.
For a multitude of reasons, it's not that crazy a theory. There really is a lot of circumstantial evidence leading in that direction. Again, I think its a long shot, but not that crazy.
Popt: Unless you can produce a transcript or article that has Dr. SS quoted as saying he's going to do an IPO with Nanthealth, then lesn, at least in theory, could still be right. I think its a long shot at this point, but I personally have never seen any IPO comments regarding Nanthealth or Nantworks coming directly from Dr. SS. If you can find one, then you'll have your smoking gun and you could put the whole theory to rest. So far, you have other people saying it, but not he, himself saying it.
That he plans to take Nanthealth public is not in dispute, but the way he plans to take it public through an IPO could be nothing more than speculation on behalf of the people he spoke to at the LA Times. And keep in mind, the links you gave were all regurgitation of the information he provided to just the one or maybe 2 sources at the Times at 2 or 3 different points this year. It's not like each of those links is a new interview. Your links are regurgitated information from different IT / healthcare sites that got their information from the Times article. Long story short... it only matters if that FIRST person at the Times was right in assuming the IPO was going to be traditional. If the first assumption was wrong, then every link is going to be posting the same incorrect assumption.
Just look at what he's saying too... It's strange. "We're basically ready. The problem is, we don't want to go out in the current market. There is no reason for us to go out there in a bear market," said Soon-Shiong, who noted that the company is "well capitalized."
"Go out there"? That's just odd phraseology don't you think? If he was doing a traditional IPO, wouldn't he say something more like "We don't want to do an IPO in the current market because it's a bear market."?
The same thing applies to what he said earlier this year when he said "initiate the public offering". "We feel we have one or two transactions to accomplish, then we will initiate the public offering that we anticipate will happen probably within this year,". That's not saying he's going to do a traditional IPO. If he had said "We feel we have one or two transactions to accomplish, then we will be ready for the IPO probably within this year.", then all this would be over.
Its certainly possible that all that is just over analysis, and I agree its a bit of a stretch, but the theory holds.
lesn:
Since KEYO is no longer a purchasable entity, would it still be considered insider trading if he were to come out and say he was going to RTM Nantworks into KEYO?
Form 10-12G is a registration of securities. 15-12G is the termination of registration.
Watching from afar with mild interest :)
RDY2ROCK, I've never been down this path before and I can't sell the shares I have now anyway, so if you're right, I'll be happy to see something happen with KEYO. If not, I'm fine with that too.
Poptech, in poking into things a little more, it seems possible that the stock is not completely dead after all. RDY might be correct when he says it's still capable of coming back and then being used in a play of some kind. Do you disagree with that? I'm not interested in whether or not it's likely (I don't see it as likely at all, in fact). I'm interested in whether or not it's possible. Frankly, it's about curiosity now more than anything. If you do not think it's possible, please explain why so I can understand this process more. If you don't feel like taking the time to explain it, I understand that too. No big deal.
It says I have the same number of shares of KEYO# (with the number sign) but no market value. I can't trade them, because there's no bid, no ask, etc. On Monday, it still showed a market value of what it was on the close of business Friday. That's gone today.
I guess it goes to the Grays now? I've never had this happen before so not sure what to expect.
Janice, if memory serves me (I'm not going to go back and look it all up) the people pushing the idea weren't really saying that the RM was going to be Nantkwest. They were saying Nantworks / Nanthealth. I don't remember many people pushing the idea that Nantkwest was going to be the one. It seems to be an unimportant point now, but the fact that Nantworks / Nanthealth are still not public means the whole idea is not completely lost. The final nail will be in the coffin when Nantworks / Nanthealth goes public. Until then, from what I can tell, revival of KEYO and a RM is still technically possible, though massively, incredibly, and unbelievably unlikely.
I know most of the people that are still posting on this board were very negative about the whole thing, but I found a lot of the DD interesting and somewhat compelling. Not enough to buy more than a couple thousand shares (I spent like 200 dollars about a month ago, which isn't much, I know, but is basically lost now because I was on vacation this past week and wasn't paying attention to it) but compelling none-the-less. I didn't feel comfortable putting more in and am now glad I didn't.
Win some, lose some. Never put in more than you feel comfortable losing.
13D June 14, 2011
(a) - (b) Cal Equity and Dr. Soon-Shiong, as the sole member of Cal Equity , may be deemed to share beneficial ownership of 30,081,734 shares of Common Stock by virtue of Cal Equity’s direct ownership of 16,315,068 shares of Series A Preferred Stock , warrants to purchase 10,300,000 shares of Series A Preferred Stock and the Convertible Note Due 2012, which was initially convertible into 3,466,666 shares of Series A Preferred Stock . Such ownership represents 79.2 % of the voting power and 55.9 % of the economic interest of the Company. The foregoing is based on each share of Series A Preferred Stock being convertible into one share of Common Stock and each share of Series A Preferred Stock having the right to three votes for each share of Common Stock into which such shares of Series A Preferred Stock could then be converted.
Form 8k Aug 23, 2011
Cal Equity is the holder of all of the Company's issued and outstanding shares of Series A Preferred Stock, and a secured promissory note in the principal amount of $2,600,000, due June 14, 2012. Cal Equity originally acquired its 16,315,068 shares of Series A Preferred Stock on March 11, 2011, in connection with the conversion of a $15,000,000 secured convertible promissory note issued by the Company to California Capital Limited Partnership ("Cal Cap") on February 1, 2010. In addition to these shares of Series A Preferred Stock, upon the conversion of this $15,000,000 secured convertible promissory note, on March 11, 2011, the Company issued Cal Cap a five-year warrant to purchase 4,300,000 shares of Series A Preferred Stock at an exercise price of $0.25 per share, a five-year warrant to purchase 4,000,000 shares of Series A Preferred Stock at an exercise price of $0.40 per share and a five-year warrant to purchase 2,000,000 shares of Series A Preferred Stock at an exercise price of $0.60 per share. On March 30, 2011, Cal Cap transferred all of its warrants and shares of Series A Preferred Stock to Cal Equity. Each of Cal Equity and Cal Cap are controlled by Dr. Patrick Soon-Shiong