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http://geoinvesting.com/noah-holdings-shares-may-be-uninvestable/ NOAH to be the next china stock scam?? Report out today has it going to worthless very shortly.
What's amazing about the price of oil is, it just tells you how much the Saudis hate Iran. To purposely produce so much oil to flood the market just to screw them is amazing. Not to mention to invest so much money the did downstream in oil production to compensate what they where losing on the price of a barrel to make back in refineries. If I take my mind back to 2003 or even in 1991 when both gulf wars happen I don't remember ever hearing or knowing about how much these different sects hated each other. Think a lot of US citizens had no idea of this or the fact that with the Islam religion there was such little known or lack of education in it. Think if we knew this, it could have prevented the second war.
With the share count I don't think it matters . Cause when and if this bank recovers, I would imagine a great deal of those shares will be rebought.
Only thing to be optimistic is, look at all the Ireland banks. Take them 5 or 6 years ago, they where are able to recover. Although many merged. But it's still leads light. But as a human, I feel for the people of Greece. Many are gonna have there lifestyle change and even there working timetable towards retirement.
More video from Martin Armstrong on EU and IMF and Greece Dept crisis
promised myself that I wouldn't invest another penny nor lose another penny in 2016 in any Greek Stocks. But I'm beginning to look a lot closer at actually investing again in this toxic waste zone. It looks as if the refugee problem might be ending. If and only if , Turkey and UAE troops start a ground operation inside Syria. Those causing those boarding states to provide shelter and temp housing under war laws. Along with Greek officials comments that Turkey is now a safe third country for refugees those allowing them to turn away refugees under international law. The ground operation all looks like a lock in developments in the last 48hrs. As for the internal circus inside Greece itself. It looks like all but certain that the IMF will provide dept relief if they can push the pension reform thru. Now with the weekends protest you might think I'm crazy in thinking that they could do pension reform. But I don't think they have a choice. I look as if Tispras is all but certain to do this. I think he knows that by doing this it will be political suicide for his career in politics but I believe that he has promises from other party's in the bailout that if he does that he will have a job somewhere else within the European business community. Tsipras has always wanted him to be seen as a hero in getting Greece economy back to where it was. There is a perfect play out there for him to make. If he is able to push the pension reform thru, and I can't see what other choice they have. It will all but certain cause another election. Which he will have no chance of winning. But before that election he would have got pension reform thru, and the IMF dept relief talks will have either begun discussions , or maybe even gotten dept relief by the time a election is held. So you say, wait, I'm saying he passes the reform, elections happen and he losses and that's his play? Well sure, cause he can sit back and wait, while the country adjust to all these reforms and has dept refeif begins to turn the table. If it does do that, he can then turn around and run again from PM and campaign that he was the hero in getting this done. That he was the only one who wanted these passed and that the country would not be on the brink of economic recovery without his reforms. Now I can't see why there is a reason right now to invest in this till after Easter, that being the timetable that IMF wants these changes done and would begin dept relief talks. Cause I could see him passing reform and then a election happening and him losing. That would cause the pps to be to violent to be involved at that time. I just really think Tsipras for only a year ago be completely the opposite view and only in late June to turn his opinion after replacing the fiance minister in talks to be able to get the bailout. I believe somewhere in those talks he had to know it was suicide and was promised something to implement it.
Now let's say the pass the reforms and get to the IMF dept relief. What will those look like? Nobody knows for sure but if you go back to the original talks in July that once a hot rumor that they where getting dept relief in the talks , and not this German takeover off a country that is just insane. I refer you to this French article that broke the story that it was only German officials that wanted these harsh measures, that all other party's wanted dept relief and knew that was the only positive bailout to reform the country.
http://m.france24.com/en/20150716-greece-bailout-killing-dream-europe-germany-grexit-brexit
Brussels creditors where never going to accept these losses at that time. But a dept relief now after the creditors have taking over any infrastructure in Greece of any value seems like a good trade. Tispras was the most important ally at that time to German creditors. Without him, being able to push these reforms thru, these creditors would have faced massive losses under either giving into dept relief in the bailout or a Greek exit which they would have gotten nothing. So you don't think they would have promised him something in return for doing this if he was to leave office afterwards? would be nieve to think otherwise.
Now let's say the only way the IMF will be involved if the creditors accept dept relief.
http://www.theguardian.com/business/2016/jan/21/imf-demands-debt-relief-from-europe-for-greece-before-new-bailout
I'm almost certain they would now. They have taken over and either sold or are the sole owner of most greece infrastructures. Those already getting some of the dept owed to them or by owning property or busineses that where acquired dirt cheap that if a Greek recovery where to happen could be sold at minimum 20x fold cost to them.
Another compelling argument towards Greece recovery could be very strange to most but it's on the table. If Britain leaves the EU , what happens to the EU? Six months ago it looked as if this was a ploy for Britain to receive a better deal from the EU to remain. But if you look at one major hinting point, is the continuing self off of the pound at record rate? It's as if someone knows that a Breexit wil happen thus causing the pound worthless , and will end it's currency state. Britain would form one currency for all of its territory. So if they leave would the EU collapse ? If it does what happens to dept owed? How would German creditors collect money from Greece when the country would have the Drago as its currency and there is no international law to force creditors money owed from a another country to be repaid or even a way to force it to .
http://yanisvaroufakis.eu/2016/02/02/do-they-really-want-your-money-back-op-ed-in-bild-zeitung/
Those I really think that come Easter will be the time to back up the trucks and RE invest in this. There is no upside now I think. Where could it go pps in the meantime. Maybe .40, but I could make the same compelling argument it goes to 0. Failed passing of pension, IMF not getting involved, no dept relief at all prior to IMF, even a World War 3 of Syria-Russia-Iran vs Turkey-UAE-US breaking out is a possibility. I don't see this happening but it could.
One last thing, to those who see no recovery at all. I'll leave you this link to this movie. It will explain the political game of banking and the IMF and what has happened for centuries. Not a movie from any left or right wing side just explaining what banking does and the IMF.
The Forecaster
http://imdb.com/rg/an_share/title/title/tt4103404/
Here is a YouTube link that will make it free to watch. A must see.
I can't just for the life of me get why Missling hasn't responded to some of these claims against the company and or the science. You can't tell me that he doesn't know what's being said. Cause to date the only response was that it confirms the findings it stated in the presentation. That tells me that he's aware of what's being said,cause he would have never issued that statement without have knowing what was being said. To that point, it's scary that's all he has said. I believe as shareholders that all of us want him to come to the defense of his company. If that statement on the 11th is all he's willing to say it would get anyone to start to worry. Can not be that he's ignoring the shorts, or he wouldn't have said that. Until he does go on the offense against these shorts reports and bashers, this pps will only continue to drop. Which I find extremely sad, just for the countless users on this board who always defend him. I think he owes the shareholders a better response then that. There comes a point in life when anyone has to stand up and defend themselves, and right now his defense has been less then helpful in anyway. I really can't wait till the first earnings call when just maybe he might address the issues that badgers are saying. Look at the pps now 4.04 is 1.01 pre split. Take it from .70 where most are the avg pps at best case might be, that's 2.80 pps and it's approaching fast. If I remember right, .95 was support, .81 was and .71. If anyone still has them and could pass them along I would appreciate. But damn , why isn't there more of a outcry for the CEO to attack back. Sick of this he cares about the shareholders or the value of the stock. I desperately want him to stand up for this company. Cause it won't be pretty until he does. Also that is part of his job as a CEO.
Company can't care. Really why would they and why would we . 90% of bio stocks under development sell shares to pay for research. So they basically diluted share count and lower pps every time they need money. Getting me hot, and I have a really small stake here. Not even worth the stress. But it's sickening watching anyone lose money. I bet some here lost more then they could afford.
7/5 achievement sec filing. 16% of 6 imillion dollars at a $1 conversation is 960K at $1 share that's a million shares.
Yes it's in 7/5 filling , just read it. I'm really busy right now . Shouldn't be hard to find it. Just look it. Up.
Whether there pps is worthless or $300 a share. One thing for sure, there CEO is AWFULLL. ABSOLUTELY no care in the world about a share holder. How on earth can you not release a statement. Just makes you think every min that passes that the short idea is gaining more believable. Why is he hiding? Does he care about me, your, my kids or yours? NO!!!!!! But im gonna call cause im bored and just gonna get a answer or im gonna flood there phones
Here is a better breakdown. Lincoln got 297k shares for just saying high. Then there are four prices you see below. You can see of first of four 16 percent of 6 mill at a dollar a share. Nice huh. Think that's a smart move by AVXL. I'm long and freaking shocked and just pissed off.
Effect of Performance of the Purchase Agreement on Our Stockholders
All the shares of our Common Stock registered in this offering which may be sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 36 months commencing on the date that the registration statement including this prospectus becomes effective. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Lincoln Park may ultimately purchase all, some or none of the shares of common stock registered in this offering that Lincoln Park has not previously purchased. Lincoln Park may sell all, some or none of the shares it has purchased or will purchase under the Purchase Agreement. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.
Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $50,000,000 of our common stock, exclusive of the 179,958 shares issued to Lincoln Park as a commitment fee. Depending on the price per share at which we sell our common stock to Lincoln Park, we may be authorized to issue and sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase under the Purchase Agreement.
The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of shares to Lincoln Park under the Purchase Agreement registered in this offering at varying purchase prices:
Percentage of Proceeds from the Sale
Outstanding Shares of Shares to Lincoln
Assumed Average Number of Registered After Giving Effect to Park Under the
Purchase Price Shares to be Issued the Issuance to $50,000,000
Per Share if Full Purchase(1)(2) Lincoln Park (3) Purchase Agreement
$1.00 (4) 6,485,212 16.10% $6,485,212
$5.00 6,485,212 16.10% $32,426,060
$7.87 (5) 6,353,240 15.83% $49,999,999
$10.00 5,000,000 12.89% $50,000,000
$20.00 2,500,000 6.89% $50,000,000
____________________
(1)
Although the Purchase Agreement provides that we may sell up to $50,000,000 of our common stock to Lincoln Park, we are initially reserving 6,754,609 shares (inclusive of the 269,397 shares issued to Lincoln Park as a commitment fee), which may or may not cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we have initially reserved.
(2)
The number of registered shares to be issued excludes the 269,397 commitment shares because no proceeds will be attributable to such commitment shares.
15
(3)
The denominator is based on 33,789,938 shares outstanding as of October 21, 2015, adjusted to include the 269,397 shares issued to Lincoln Park as commitment shares in connection with this offering and the number of shares set forth in the adjacent column which we would have sold to Lincoln Park at the applicable assumed average purchase price per share. The numerator does not include the 269,397 shares issued to Lincoln Park as commitment shares in connection with this offering, and is based on the number of shares registered in this offering to be issued under the Purchase Agreement at the applicable assumed purchase price per share set forth in the adjacent column. The number of shares in such column does not include shares that may be issued to Lincoln Park under the Purchase Agreement which are not registered in this offering.
(4)
The closing price of our Common Stock on October 22, 2015
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001615774%2D15%2D003018%2Etxt&FilePath=%5C2015%5C10%5C26%5C&CoName=ANAVEX+LIFE+SCIENCES+CORP%2E&FormType=S%2D3&RcvdDate=10%2F26%2F2015&pdf=
Full filing
Well first they can sell under conditions that's just ridiculous. It's clear if they don't sell certain shares by certain dates there is clause. But more importantly they can achieve even more shares on achievements. The positive full results of phase 2a kicked in clause. Convert at .001 for 7.00 you don't think that's a good move?
On a positive note, open book and floor orders are showing some good bid support. Most 2mn thru 30 charts have this no matter what on bottom with every indicator a bounce will happen. Question will be is it a dead cat bounce or one we like. I will state this now, and I would put a gun to my head if this doesn't end up 20 to 40% down today if we dont have a pr from company addressing some issues. Cause you know they aint going anywhere and are most likely going to release another attack. I dont want to hear those who think he shouldn't say a word.. B.S he should have been in contact with a lawyer last night and addressing the issue today. Dont think he needs a lawyer to at least pr that he stands by the companys testing method and a denial of personal attacks from yesterday. Don't see how you can think any different. He stays silent its only being talked more.
What is the difference of a public offering and a stock offering to one company? Still reg shares, still have to file that with sec. When you get to the meats and bone of this, its worse then a public. Cause they have shares at way less then a pps of say a public offering.
Same example, same pattern on a approval of study with either a insider or warrant sell off. The insider is Frazier and FRazier, small firm angel investment group that usually makes investments with huge upside in short term. As you can see 3/11 entry and 2/21 exit less then a year.
Having problems getting chart up, just pull THLD and look at gap up on 2/20 to 2/21 open. Same huge volume in pre market. Then a complete free fall
Transaction Type / Date Current Average
6 Month Return Shares /
Market Value Price Range Total Holdings
Insider information is updated as it is received from the data provider.
1
2
3
4
5
Frazier Healthcare Vi L P
Sale
2/21/2012
0.83% 13.7M
$70.0M $5.01 - $5.38 --
Purchase
3/16/2011
-0.10% 2.9M
$4.8M $1.67 - $1.67 4,879,080
Planned Sale
2/21/2012
-- 952.4K
$4.8M -- - -- --
Sale
2/7/2012
0.83% 600.0K
$1.8M $3.02 - $3.02 4,579,080
possible as much as 65 mill i have so far
Dude its not AVXL money. Read the whole thing go on sec pull up the nasdaq uplisting, the 10/25 and 7/8. First it was promoited. Nothing big man, every company does it. Its not a pump and dump. But these companies are hired to make the public aware of there existence and are expected to be able to raise the volume for a set amount of dates. Now how are they paid???????????? Also dont you think that there is certain level that if reached that they are compensated again with a bonus amount of shares for there services. If lincoln or whoever it was has warrants and they want to cash out its there MONEY dude not avxl. Damn i was in a good mood to i read all those shares to one company for what??? I can say yes this company is not a pump and dump never was, and far from it. Starting to question somethings they do and maybe who they judge to do business with. I really dont get how you can think in your mind that everything is 100% cool. I stand by my believe and assumptions. This got very emotional, in every chat site. You had two people who are shorters with access to be able to write articles that will hit market instantly. They know the warrants, so no matter what happened Monday it was gonna sink. They post bs, it spreads, they then post short short attack. Knowing this is held by a lot of weak hands. They know the two or three days prior the stock would collapse at a moments time in early hours on pressure. Thats a real major problem here. Shit we have no big peps as investors. Haven't seen any support on lev 2 for a week underneath. They need peps with 100k bids to get this stable and moving up Only big bids on l2 has been false bids cancelled when it got close. But looks like it has good support today since 4am
7/8 more shares given to lincoln park.
Securities Offered
Common Stock offered by the selling stockholder
9,975,267 shares consisting of:
•
341,858 commitment shares issued to Lincoln Park
•
9,500,000 shares we may sell to Lincoln Park under the Purchase Agreement, including 250,000 issued in connection with the $100,000 initial purchase and
•
133,409 shares that we are required to issue proportionally in the future, as an additional commitment fee, if and when we sell additional shares to Lincoln Park under the Purchase Agreement
Common stock outstanding prior to the offering
77,243,580 shares, including 250,000 initial purchase
shares and 341,858 commitment shares previously issued
to Lincoln Park under the Purchase Agreement (and
included in this offering).
Common stock to be outstanding after giving effect to the total issuance of 9,975,267 shares to Lincoln Park under the Purchase Agreement registered hereunder
87,218,847 shares
5
Use of proceeds
We will not receive any proceeds from the sale of the shares of common stock by Lincoln Park in this offering. However, we may receive up to $10,000,000 from sales of shares under the Purchase Agreement. Any proceeds that we receive from sales to Lincoln Park under the Purchase Agreement will be used to further our business plan of advancing human clinical trials of ANAVEX 2-73 and for general corporate purposes. See “Use of Proceeds.”
Risk factors
This investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.
OTC Markets (OTCQX) symbol
AVXL
Far from it. Ok here is just some of what 10/25 offering that lincoln park got from it.
An aggregate of $50,000,000 of Common Stock and up to 269,397 shares of Common Stock may be offered for sale and sold from time to time pursuant to this prospectus by the Selling Security Holder and its respective transferees, distributees, pledgees, donees, assignees or other successors. Except as may be set forth in any accompanying prospectus supplement, we will pay all of the expenses in connection with the registration and the sale of the shares, other than selling commissions and the fees and expenses of counsel and other advisors to the Selling Security Holder. We will not receive any proceeds from the sale of shares by the Selling Security Holder. Information concerning the Selling Security Holder may change from time to time, and any changed information will be set forth if and when required in the applicable prospectus supplements.
On October 21, 2015, the Company entered into the Purchase Agreement with the Selling Security Holder. In connection with the Financing, the Company also entered into the RRA whereby the Company agreed to file a registration statement with the SEC covering the shares of the Company’s Common Stock that may be issued to the Selling Security Holder under the Purchase Agreement. The shares being registered hereunder are being registered pursuant to the terms of the RRA.
After the SEC has declared effective this registration statement related to the Financing, the Company has the right, in its sole discretion over a 36-month period, to sell to the Selling Security Holder up an aggregate commitment of $50,000,000 of shares of Common Stock. The Company controls the timing and amount of any future sales, if any, of shares of common stock to the Selling Security Holder.
The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the benefit of the parties. The Selling Security Holder has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s Common Stock.
In consideration for entering into the Purchase Agreement, the Company issued to the Selling Security Holder, 179,598 shares of Common Stock as a commitment fee and shall issue up to 89,799 shares pro rata, when and if, the Selling Security Holder purchases at the Company’s discretion the $50,000,000 aggregate commitment. For example, if we elect, at our sole discretion, to require the Selling Security Holder to purchase $100,000 of our stock then we would issue 180 shares of the pro rata commitment fee which is the product of $100,000 (the amount we have elected to sell) divided by $50,000,000 (the amount we can sell the Selling Security Holder under the Purchase Agreement multiplied by 89,799 (the total number of pro rata commitment shares). The pro rata commitment shares will only be issued pursuant to this formula as and when we elect at our discretion to sell stock to the Selling Security Holder. The Selling Security Holder may not assign or transfer its rights and obligations under the Purchase Agreement. The Purchase Agreement may be terminated by the Company at any time at its discretion without any cost to the Company.
Pursuant to the Registration Rights Agreement, dated as of October 21, 2015, among the Selling Security Holder and the Company, the Selling Security Holder has the right to request that the Company include their shares on the registration statement of which this prospectus forms a part under the Securities Act. Under the Registration Rights Agreement, the Selling Security Holder has registration rights with respect to the shares of Common Stock set forth in the table below.
As of October 19, 2015, the Selling Security Holder beneficially owned, in the aggregate, 70,000 shares of Common Stock, or 0.21% of our outstanding Common Stock. We cannot provide an estimate as to the number of shares of common stock that will be held by the Selling Security Holder upon consummation of any offering or offerings covered by this prospectus because the Selling Security Holder may offer some, all or none of their shares of Common Stock in any such offering or offerings. The Selling Security Holder does not and has not within the past three years had, any position, office or material relationship with us or any of our predecessors or affiliates.
Percentage of Percentage of
Outstanding Outstanding
Shares Shares
Shares Beneficially Beneficially Beneficially
Owned Before this Owned Before No. of Shares to be Owned After
Selling Shareholder Offering this Offering Re gistered in this Offering this Offering
Lincoln Park Capital
Fund, LLC (1) 249,598 (2) 1.00% 6,754,609 (4) *
* Less than 1%
(1)
Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.
(2)
Represents 70,000 shares of Common Stock held by the Selling Security Holder prior to this offering, and 179,598 shares of our Common Stock issued to the Selling Security Holder on or about October 21, 2015 as a fee for its commitment to purchase additional shares of our common stock under the Purchase Agreement, all of which shares are covered by the registration statement that includes this prospectus.
12
(3)
Based on 33,789,938 outstanding shares of our common stock as of October 21, 2015, with the above mentioned commitment shares deemed issued as of that date.
(4)
Although the Purchase Agreement provides that we may sell up to $50,000,000 of our Common Stock to Lincoln Park, we have initially reserved approximately 6,754,609 shares for sale to Lincoln Park under the Purchase Agreement and RRA. The amount of shares of Common Stock we may sell to Lincoln Park is subject to cap on issuable shares as described in the Purchase Agreement.
The Lincoln Park Transaction
General
On October 21, 2015, we entered into the Purchase Agreement and the Registration Rights Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $50,000,000 of our Common Stock (subject to certain limitations) from time to time over a 36-month period starting in October 2015. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act the shares that have been or may be issued to Lincoln Park under the Purchase Agreement.
After the SEC has declared effective the registration statement, we may, from time to time and at our sole discretion but no more frequently than every other business day, direct Lincoln Park to purchase 50,000 shares of our Common Stock on any such business day, which amounts may be increased under certain circumstances, provided that in no event shall Lincoln Park purchase more than $2,000,000 worth of our Common Stock on any single business day, plus an additional “accelerated amount” under certain circumstances, at a purchase price per share based on the market price of our common stock immediately preceding the time of sale as computed under the Purchase Agreement without any fixed discount. The amount of shares of our Common Stock that we direct Lincoln Park to purchase depends on the closing price of our Common Stock.
Purchase of Shares Under the Purchase Agreement
Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase 50,000 shares of our Common Stock on any such business day. On any day that the closing sale price of our common stock is not below $7.00 the purchase amount may be increased, at our sole discretion, to up to75,000 shares of our common stock per purchase; on any day that the closing sale price of our common stock is not below $9.00 the purchase amount may be increased, at our sole discretion, to up to 100,000 shares of our common stock per purchase and on any day that the closing sale price of our common stock is not below $11.00 the purchase amount may be increased, at our sole discretion, to up to 125,000 shares of our common stock per purchase and on any day that the closing sale price of our common stock is not below $13.00 the purchase amount may be increased, at our sole discretion, to up to 150,000 shares of our common stock per purchase. Such purchases are hereinafter referred to as “Regular Purchases”. In no event shall Lincoln Park purchase more than $2,000,000 worth of our common stock pursuant to a Regular Purchase on any single business day. The purchase price per share for each such Regular Purchase will be equal to the lower of:
the lowest sale price for our common stock on the purchase date of such shares; or
the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date of such shares.
In addition to Regular Purchases described above, we may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice, to purchase an additional amount of our Common Stock, which we refer to as an Accelerated Purchase, not to exceed the lesser of:
30% of the aggregate shares of our common stock traded during normal trading hours on the purchase date; and
200% of the number of purchase shares purchased pursuant to the corresponding Regular Purchase.
The purchase price per share for each such Accelerated Purchase will be equal to the lower of:
96% of the volume weighted average price during (i) the entire trading day on the purchase date, if the volume of shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance with the Purchase Agreement, or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum; or
the closing sale price of our common stock on the purchase date.
In the case of both Regular Purchases and Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.
13
Other than as set forth above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.
Events of Default
Events of default under the Purchase Agreement include the following:
the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;
suspension by our principal market of our common stock from trading for a period of three consecutive business days;
the delisting of the Common Stock from the OTCQB operated by the OTC Markets Group, Inc., provided, however, that the Common Stock is not immediately thereafter trading on the New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board or the OTCQX operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing). If at any time after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval is obtained pursuant to Section 2(e) hereof. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a Regular Purchase Notice or Accelerated Purchase Notice under this Agreement, the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue under this Agreement without breaching the Company’s obligations under the rules or regulations of the Principal Market;
the transfer agent’s failure for three business days to issue to Lincoln Park shares of our Common Stock which Lincoln Park is entitled to receive under the Purchase Agreement;
any breach of the representations or warranties or covenants contained in the Purchase Agreement or any related agreement which has or which could have a material adverse effect on us subject to a cure period of five business days;
any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; and
if at any time we are not eligible to transfer our common stock electronically or a material adverse change in our business, financial condition, operations or prospects has occurred.
Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are outside of Lincoln Park’s control, shares of our common stock cannot be sold by us or purchased by Lincoln Park under the Purchase Agreement.
Our Termination Rights
We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to Lincoln Park to terminate the Purchase Agreement. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.
No Short-Selling or Hedging by Lincoln Park
Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement.
14
Effect of Performance of the Purchase Agreement on Our Stockh\\\
Effect of Performance of the Purchase Agreement on Our Stockholders
All the shares of our Common Stock registered in this offering which may be sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 36 months commencing on the date that the registration statement including this prospectus becomes effective. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Lincoln Park may ultimately purchase all, some or none of the shares of common stock registered in this offering that Lincoln Park has not previously purchased. Lincoln Park may sell all, some or none of the shares it has purchased or will purchase under the Purchase Agreement. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.
Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $50,000,000 of our common stock, exclusive of the 179,958 shares issued to Lincoln Park as a commitment fee. Depending on the price per share at which we sell our common stock to Lincoln Park, we may be authorized to issue and sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase under the Purchase Agreement.
The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of shares to Lincoln Park under the Purchase Agreement registered in this offering at varying purchase prices:
Percentage of Proceeds from the Sale
Outstanding Shares of Shares to Lincoln
Assumed Average Number of Registered After Giving Effect to Park Under the
Purchase Price Shares to be Issued the Issuance to $50,000,000
Per Share if Full Purchase(1)(2) Lincoln Park (3) Purchase Agreement
$1.00 (4) 6,485,212 16.10% $6,485,212
$5.00 6,485,212 16.10% $32,426,060
$7.87 (5) 6,353,240 15.83% $49,999,999
$10.00 5,000,000 12.89% $50,000,000
$20.00 2,500,000 6.89% $50,000,000
____________________
(1)
Although the Purchase Agreement provides that we may sell up to $50,000,000 of our common stock to Lincoln Park, we are initially reserving 6,754,609 shares (inclusive of the 269,397 shares issued to Lincoln Park as a commitment fee), which may or may not cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we have initially reserved.
(2)
The number of registered shares to be issued excludes the 269,397 commitment shares because no proceeds will be attributable to such commitment shares.
15
Thats just 10/25 gonna pull up others right now
First address when I said let's not attack and talk. Have seen it over the past 5 months here. No one wants to here the other sides views on it at all. You have done it twice to me in past. But you say why would warrants dont affect avxl pps if it's sold not buy them . This is how it does clearly. 5 million shares where sold in 2.5 mill blks 30 mins apart. 5 mill selling shares . So 1/3 of vol was in first hour all sales . That's insane amount of pressure.
7/5 10 mill shares
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001062993%2D15%2D003758%2Etxt&FilePath=%5C2015%5C07%5C08%5C&CoName=ANAVEX+LIFE+SCIENCES+CORP%2E&FormType=424B3&RcvdDate=7%2F8%2F2015&pdf=
So 7/5 and the one ten days ago, are ones just in past 6 months. The one sold yesterday could be farther back idk.
Wasn't avxl warrants. Would be lincon bank, Deerfield idk which one. Anytime those companies are hired to promote a stock to raise pps for a higher pps share action are compensated share warrants its in them all. I WILL POST EVERYONE I CAN FIND. Gave out links why am I searching for everyone. Hey I'm long here, why not just have a normal talk here about this situation.
Why would you be naked shorting when there is max shares out and reported rates of 30% interest on short shares now here. To me, you can see that one offering might not be that one but there are a lot to go threw. But what it does shade light on, is what the hustle that happened yesterday if this is the case. Cause everyone is assuming its shorts its shorts. But if those two JO read up on company to find dirt, which we know the went threw every thing they could find. Would know about this warrant achievement out there on positive 2a results. The two main articles negative where released around 945 am and 1015 am. Now they could have known that it was going to sell off cause they know the warrants. Those articles are already written yesterday and just waiting to go out on pr after company issued it. Now they cause that in everyone's mind that its a scam. Shorts are just killing us. Wasn't shorts. They know its a warrant issue, they write those articles night before, they start to sell short shares in early hours knowing that there gonna post that article They post the article, stock pps tank dumps on warrants, they then drill it in social media. They cover later on good profit, and begin to accumulate shares at such cheap rates. Knowing its not a short sell. They then know that AVXL had Patent awarded yesterday. They know that pr will come today and possible company response. They then sell these shares at a great increase. Only need a 3 or 4 peps to team up to pull that off. Profit.ly has how many millionaire shorter in that room and all are bitching no shares to borrow anywhere. You think if that was a hustle and slic move they pulled off and put that much info out it was gonna be a easy to figure out how they did it.
http://www.nasdaq.com/symbol/avxl/sec-filings
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001615774%2D15%2D003018%2Etxt&FilePath=%5C2015%5C10%5C26%5C&CoName=ANAVEX+LIFE+SCIENCES+CORP%2E&FormType=S%2D3&RcvdDate=10%2F26%2F2015&pdf=
ABC was just saying it could be any finance deal they have done in past. but theres the first. First link is all of them, there are a few. Second is the 50 mill
Print want. It's clear it's not under attack!!!! 420,000 total of the volume yesterday was short!!! 10/25 Edgar 50mill share offering. It was a warrant conversion or financing deal from past
OK please don't start attacking cause I'm posting negative info. I'm Long. Speculating yes based on facts. 16.1 mill vol, 420,896K short volume. That's fact. Now what else explains
With warrants, Could be ABC was given 5mill shares for a past financing deal 2 years ago if they achieved positive 2a. Those 5 mill are excuted and sold immediately. It's 2.5mill two blks in 5min chart from 10:01 am and 1040 am. Those two blks have 2.5 exactly
I agree. But that's a high naked short count with few shares out there anyway. 420,496 of 16.1 million of volume was short volume. Can't be shorts, can't be. Have a official total from yesterday .
To much emotion here, guys get a grip. This is only a stock to possibly to invest and make $$. 2021 would be earliest fda approval no matter what, where's miles from that. I'm long and feel good about today only.
They would have only been given those warrants yesterday. For the achievement of the 2a study. Was grandfathered in cause a old financing funding it would be tied to . Could be years. Lincoln Park was a company I believe. No matter what shows u shooters out there yesterday only 420K of volume . Official numbers just came in. So all that talk on articles saying they where short but , shit only few where short.
Be more worried about yesterday action and what really happened. Check my post I just wrote. Wasn't under a short attack. Was a warrant sell off.
Anyone looked at official numbers released from yesterday? Had 16.1mill in volume of which ONLY 420,496K was total short volume of that. Only a very few peps that I know who don't PS about being short could find shares. Which leaves naked shorts? Maybe but that's a ton of naked shorts with no real short shares floating around. Leaves one explanation,had to be warrants that where achieved from that study positive results from a past financing or funds financing dating back from OTC . If u look at the volume from 945am to 1045 am there are two destinc 5 min blks of huge volume. Had to be warrants of 5mill entering and sold. Can compare that chart to a past similar situation I've been thru. THLD in 2011 had successfull phase 1 or 2, close was 2.75 day be4; early hours traded at 6.25 , opened 6.75 and basically tanked like avxl yesterday. Week later learned that a bio angel investor sold hole position of 6mill shares that day. Caused the whole sell off. Charts match, logically explains a lot. In this case wasn't a insider was a warrant holder from past. 5 to 6 mill shard would be the deal. Going to check what's out there to look at.
No of course not there is no mandatory response to anything. But it's sure a good idea at times. Like this one! They where called "Frauds", "Cheats",and " liars". Can't think of one company or individual, if claims are total lies not to address it. Pure bad business not to, and or at least lack of concern of shareholders. Makes no sense. If they don't respond by tmrw bell, might be tourched to 1 tmrw. Why would anyone not believe claims if they aren't address.
Why should anyone have to email there IR. They have gone quiet as a church mouse when there company is in a five alarm fire. If I or you, or anyone needs to point out what is going on with there pps to them for them to notice it. That's even more alarming. All these reports I believe are 90% bs and false, 10% learned about company unknown to date, is concerning. That's all.
So you sit back and have your pps sliced and diced losing value in future share offerings for funds that could pay for research. If anything small cap bio has to respond cause the pps can be lost 90% in a month. At least Valent, as a example is 70% insider lock down on float. They can stem the tide. Avxl is all liquid. Don't know many that have gone from 100 to 1 in a month. Sure can name a handful of small cap 4 to 7 pps that have gone to .50 in a month.
Pull up the last public reports from short firms that have been released. Valient, that day. Six of ten on Google Search had a response. Even the quarterly new short positions held by many public followed investors, gave a response. What would u need a lawyer for? Yes would be smart. But your not counter claiming against the author of stories. What about a pr addressing they are aware of report, and that they stand by there research. That they will be addressing the issue shortly to shareholders. Not even that? Just is odd. I'm long and I'm sick about today. But I'm not a fool; either way it's alarming. If they don't address it , it will only continue tmrw or in the future. PPS will never be stable until this is addressed. It has grown to something that's out of control. Hoping for a 9am pr , and at least hearing from Missling
Any explanation for the lack of response from AVXL? 9X out of 10, a company will try and respond to a short seller report with such claims as written? What's the difference of a social media and small site news company's blitz on a stock then a short seller new issue report with specific claims. If anything, you would think social media would be more feared these days. So why not a response? That's my main concern. Where there is smoke there is fire. Even if reports of company are wrong in most cases, still brought out issues unknown to longs till now. With that being said I bought more at 6. Sole reason its trading on headlines. Can open +/- 30% on any headline. 5.25 breaks I'm out till I at least here something from company. All those claiming call sec?? What about AVXL , would have taken one pr this afternoon to swing this the otherway. Either they don't want to address it or they don't have that much concern of shareholders. Withe way alarming to they give a response
Did you see the option action on this today believe it's 25 calls to every put. Someone thinks bullish. Believe there future is in reguard to virtual reality. Seen a lot of articles mentioning there name with that. Virtual reality was also hyped on CNBC this morning in reguard to tech future. Xmass with what's coming out should sent this into a total breakout
Black label box did it. Was halted at 1135ish only at 1:25 pm did a news release state that. But it was expected. Was a pure bear raid, had the black label fear from RLYP earlier in day, that was approved and dropped. But those two labels are far apart in each other rolls. MACK shouldn't matter no matter what only panc drug on market now. 43 grand for total treatment is a concern. If there able to collect from insurance companies, 800 bill a year min, 1.5 bill a year max. How that comes to 9pps level idk. Should be at $20
Lol your right. Reading it now, man I must have had a rough night. Sorry about that goes I'll try and delete it. Lol. Thank you for telling.
Good Phase 2a results? Um pull up the first Alzheimer's convention where AXON, ADVXLD, and two other big pharmas from Europe announced the phase 1 updates, from all there study results that they had. Axon came in dead last and AVXLN which is AVXLN had results the where mind boggling. Axon didn't have one positive result, nor they have a new plan to act on. Did you do your DD on them? You know the CEO and CFO before joining AXON where Edge funds manager. Have zero experience in This kind of health care. That basically formed a shell, hired scientist that backgrounds where unconfirmed. Every release of earnings the call has said they have yet to make any significant progress in any of there owner ongoing trails and at this time there is no reason to believe that they might ever. As the float becomes more unlocked last was 6 month 9 months is not far away. There stock was to number 1 shorted stock for months they raised the interest to 8% STILL NO ONE COVERED. Then the short selling ban was placed. This company is known by every analyist will goto o. Have no science behind them
Now if you believe July 7 announced results where anything postive look at the pps share after would? It got crused. Look at AVXLN now AVXLD, there shares rose 300%. Now there CEO is major respected DR , Axon is a ex hedge fund manager. Nov 7th if there results are being announced in the one at Spain they will only drop farther. AVXLD is announcing there and are expected to announce a once in a lifetime study. Also AVXLD is going from OTC to NASDAQ this week. Will be shorting this soon again. No science, no science workes who are well respected. Did you do your DD on them? There the most laughed about stock listed in US. Be very carefull