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APO not IPO
§KEYO
hes had it right here...post #3795:
In March of 2011, Dr. Shiong was the largest debt holder of Keyon Communications.....he converted that debt in to preferred shares and warrants (the control block of preferred shares that I have mentioned) www.sec.gov/Archives/edgar/data/1335294/000117120011000229/i00114_ex99.htm ... In june of 2011, Dr. Shiong invested an additional $2.6M in a secured, convertible note that would convert to yet more preferred shares of the company. Finally, just 6 months later, Keyon Communications files a 15-12G to go dark http://yahoo.brand.edgar-online.com/DisplayFiling.aspx?TabIndex=2&FilingID=8306128&companyid=682091&ppu=%252fdefault.aspx%253fcompanyid%253d682091 Shiong acquired the important assets of the company and sold the rest (this happened without a bankruptcy filing). Since the company filed a 15-12G to go dark, we cannot confirm the 30 percent return on Shiong's money. What we can confirm, and what it looks like to me, is that Shiong would not be investing this money and converting that debt into preferred shares unless he had a plan for those preferred shares at a later date. As the largest shareholder, he knew the form 15-12g filing was coming. He wanted certain Keyon assets....and the KEYO shell. Keyo will be the vehicle for Nant....IMHO.
First of all...DAMN GUYS! make me read through 50 posts on a weekend?
hes: Thanks for providing to my post that I hav'nt posted yet;) below...
HMB: RIGHTTHEREWITHYA! My Pa died of cancer recently...it could have been cured!
AS for those 30MM preferreds:
APO more likely. PIPE financing to new, accredited, investors and currently authorized preferreds from the KEYO shell to current investors in Nant. I'm trying, now, to figure out what those preferreds might be. Rule 144 and the Evergreen Rule will come into play. Super-8K is the first filing we will see, which includes the Form 10 info and registration of PIPE shares.(Don't think they need the 14f)More info:
Alternative Public Offerings:
What Companies Need to Know
What is a Reverse Merger?
Means of taking a private company into the public marketplace
In a reverse merger transaction, an existing public “shell company” acquires a private operating company
What is a Reverse Merger? Cont.
Avoids the time constraints, costs and disclosure requirements of traditional “going public” transactions, which include:
Initial Public Offering (IPO)
Lengthy process
Generally takes between six and nine months
Very expensive
No certainty of success
Self-Filings
Self-underwriting without the assistance of a professional broker, firm or intermediary (requires an S-1 filing)
Generally takes three to six months and requires the Company to make all selling efforts
No certainty of success
Special Purpose Acquisition Companies (SPACs)
Newly formed corporation by prominent sponsor/ management team in a particular geographic or market niche for the purpose of raising capital in an IPO in anticipation of identifying and consummating a business combination
Trust amount uncertain
Form 10 Filing
Does not provide shareholders a public float
Usually not associated with raising money
What is a Public Shell?
A registrant with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents and generally no liabilities
The type of public shell company used can alter the process and timing of consummating a reverse merger
Types of Public Shell Companies:
OTCBB Traded Shell
An operating company that became a shell (loss of operations, sale of subsidiaries, bankruptcy, etc.) but continues to be listed or quoted on the OTCBB
SEC Reporting but Non-Trading Shell (e.g. Form 10 Shell)
A company formed for the purpose of becoming a shell
Is not listed or quoted but does comply with all ’34 Act reporting requirements
Never had an operating business
Non-Reporting Shell (Pink Sheet Shell)
Is not listed or quoted and does not currently comply with ’34 Act reporting requirements
Usually had an operating business but stopped reporting based on the number of shareholders of record
Nasdaq/AMEX Shells
Must requalify upon reverse merger
Technically non-existent
Steps to a Reverse Merger
OTCBB or Exchange Traded Shell
Process
Due diligence, Due Diligence and more Due Diligence
Negotiation of merger agreement (and financing terms if a simultaneous PIPE)
Schedule 14f-1 (10 days prior to closing) if change in control of the Board
Initial listing application for the combined entity (if an Exchange listed shell)
“Super” Form 8-K (with full audited financials) due within 4 days of closing
Timetable
Generally takes between 1-3 months
Due Diligence and Audit of Private Company
Advantages
Full disclosure
Exchanges require substantial disclosure to remain listed, making it easier to obtain and sift through all necessary disclosures
More investor friendly
More willing to invest because it is on an exchange (heightened governance and greater liquidity)
Already public
The Shell will have a shareholder base, a symbol, a market maker, will be DTC eligible, and will have been trading
Disadvantages
Requires independent audit of combined company to be done at time of merger
Prior history of the shell company may be “messy”
Longest reverse merger process
More Expensive (legal, accounting and price of shell)
Form 10 Shell
Process
Due diligence
Negotiation of merger agreement (and financing terms if a simultaneous PIPE)
Schedule 14f-1 (10 days prior to closing)
“Super” Form 8-K (with full audited financials) due within 4 days of closing
Timetable
Generally faster than exchange traded shells because the due diligence process is faster (Form 10 shells have fewer disclosures, documents and potential liabilities because they never had an operating business)
Advantages
Quicker due diligence
Fewer surprises
Less expensive
Ability to adjust capitalization table
Disadvantages
Non-trading
Not DTC eligible
Potential prior history of shell promoters
Smaller shareholder base
No market maker
Non-Reporting Shell
Process
Due diligence
Most complex because non-reporting
Negotiation of a merger agreement and potential financing
NO Schedule 14f-1
NO “Super” Form 8-K
Timetable
Generally 1 to 2 months, can be done quicker
Advantages
Fast
Fewer filings
Shell is less expensive
Disadvantages
No freely tradable shares available (plus one year holding period for restricted securities as per Rule 144(i) which applies to all shells)
More difficult due diligence process because there are no public filings
Not investor friendly - lack of disclosure before and after the reverse merger
Can only trade on the Pink Sheets until it becomes reporting
Costly and time consuming to become a reporting company
Least attractive to investors - no real liquidity, highly volatile stock price
Reverse Merger Versus IPO
Time
An IPO generally takes between six and nine months
Major Events include:
Financial Audit
Preparation of the Registration Statement
SEC review process – takes between three and nine months
Stock exchange review process, if applying to list on a national exchange
A reverse merger generally takes less than three months
Financial Audi
No Registration Statement (Super 8-K) and therefore no SEC review
Cost
IPO has greater legal and accounting fees
IPO requires an underwriter, unless self underwritten
An alternative public offering generally includes a private placement with subsequent registration statement
Disclosure
Registration Statement (i.e. Form S-1) versus “Super” Form 8-K
Going public through an IPO requires the filing of a registration statement that is both costly and time consuming
SEC controls the process
A reverse merger circumvents this filing requirement because the shares of the combined entity have already been registered by the shell
The shell is only required to file a “Super” Form 8-K disclosing the merger, and all material information about the private company, including audited financial statements, but the 8-K is not subject to SEC review prior to the transaction
Reverse Merger Process
Phase One: Company Internal Preparation
Phase Two: Due Diligence and Negotiation of Acquisition Terms
Phase Three: Closing the Reverse Merger
Phase One: Company Internal Preparation
Often the most time consuming and complex piece of the Reverse Merger process
Locate a Suitable Public Shell
U.S. Securities Counsel and qualified Independent Auditors
Financial Staff
Organize a team of financial experts to support public audits and filings
Financial Audits
Obtain SEC qualified audited financial statements of both the private company and the shell for at least the last two fiscal years or the date of organization if less than two years
The financial statements of the private company will need to be consolidated with the public company’s financial statements prior to closing
This process can take six months if the company and shell do not provided proper financial statements but generally takes at least two to three months
Assuming that the Company’s and the shell’s current and existing financial statements are IFRS or GAAP compliant, and the auditors only need to reconcile the financial statements for US GAAP compliance, Phase One should take no longer than three months.
Note: Phase Two should occur while the audit portion of Phase One is being
conducted and should be completed prior to the audit’s completion.
Phase Two: Due Diligence and Negotiation of Acquisition Terms
Letter of Intent
Private company and public shell enter into a letter of intent
Private company and investors negotiate a letter of intent for financing, if applicable
The major terms of the reverse merger are negotiated at this point (i.e. percentage ownership, board membership, management of the company, ability to sell stock, representations and warranties, claw backs, etc.) as well as any simultaneous financing component
Due Diligence
Gather due diligence on the Public Company and its shareholders (number of shareholders, round lot shareholders)
Digest all material information
This process can take two to four weeks
Before closing, the private company must make sure to conduct thorough due diligence on the shell
Clean Shell v. Messy Shell v. Dirty Shell
Review of all public filings and other material documents; litigation/background checks
Look to make sure that the shell:
Does not have any potential/unforeseen liabilities related to past businesses or management
Clarity as to number of shareholders
Has been compliant in regulatory filing and listing obligations
Can, without undue difficulty or delay, consummate the reverse merger transaction
Is DTC eligible
Has a capitalization structure that allows for a sufficient amount of shares to be issued
Shareholder base allows the target to take control
It will take about two weeks to negotiate the letter of intent and another two to
four weeks to complete due diligence, which should be done simultaneously.
Phase Three: Closing the Reverse Merger
Transaction Documentation
Drafting begins immediately after the letter of intent is signed and usually takes two to four weeks to complete
Transaction documents include:
Share exchange agreement
Financing documents (if applicable)
Super 8-K
Board and Shareholder consents
Super 8-K Preparation
Super 8-K involves comprehensive disclosures regarding the prospective acquisition and the change of control, including all information required in a Form 10 (i.e. information regarding the Company’s business, material agreements, risk factors and directors and officers), MD&A, and two years of audited financial statements
Must be filed within four days of closing of the reverse merger
Begin drafting this document after the letter of intent is signed, but cannot be finalized without the audit and definitive documents
Stock Certificates
Issue and distribute stock certificates
The timetable for Phases One through Three takes approximately one to
three months.
Listing Requirements
The SEC recently approved new rules of the three major U.S. listing markets (NYSE, NYSE Amex, NASDAQ) that toughen the standards that companies going public through a reverse merger must meet to become listed on those exchanges
One Year Seasoning Period
The equity securities of the reverse merger company must have traded in the U.S. over-the-counter market, on another national exchange, or a regulated foreign exchange following the consummation of the reverse merger for at least one year prior to applying for listing
Timing also dependent on 10-K filing: A company must file at least one annual report which contains audited financial statements for full fiscal year which commences after filing of Super 8-K prior to being approved for listing.
Ex: If a Company with a 12/31 fiscal year end consummates a reverse merger in January and files its 10-K in March, the Company will not be able to list until the Company files its next 10-K.
These rules are in response to increased allegations of fraud in the preparation of financial statements, particularly with respect to Chinese reverse mergers
Minimum Trading Price
The reverse merger company must have maintained a minimum
closing price of between $2 and $4 (depending on the exchange)
for no less than 30 of the most recent 60 trading days
Listing Requirements, Cont.
Disclosure Requirement
NASDAQ – According to NASDAQ Rule 5110(c), a company must file “all required information about the reverse merger transaction with the SEC or other regulatory authority, including audited financials for the combined entity”
NYSE/NYSE Amex – Form 8-K and Form 10-equivalent (or Form 20-F for foreign issuer) information as well as required audited financials
Exemptions:
Listing in connection with an initial firm commitment underwritten public offering of at least $40M (occurring concurrently or after the reverse merger); or
Satisfied the one-year trading requirement and filed with the SEC at least four annual reports (must have all required audited financial statements) while satisfying all other applicable requirements for listing, including the minimum price requirement and the requirement not to be delinquent with SEC filings
Possible Form 10 Exception
If the privately held company files a Form 10 registration statement prior to the reverse merger, the merged entity can avoid the one year seasoning period
SEC Activity on Reverse Mergers
Amendments to Rule 144
Permits holders of shell shares to sell under Rule 144 commencing 12 months after “Super” Form 8-K with Form 10 Information
Evergreen Rule for Companies that were at any time Shell Companies
The shareholders of a company that was at one point a shell cannot sell their shares under Rule 144 unless the company is current in its regular SEC filings for the 12 months prior to the sale
Non-Shell Companies
The non-affiliated shareholders of non-shell company can sell their shares under Rule 144 after holding the shares for six months if current in SEC filings; the company must remain current in its filings for the next six months for sales under Rule 144
After the one year holding period, unlimited resales under Rule 144 are permitted
SEC Probe of China-based Companies – December 2010
SEC Identifies Several Small Audit Firms Outsourcing Work to Local Chinese Audit Firms
Focus on Reverse Merger Transactions
Follows PCAOB Audit Practice Alert in July 2010
U.S. Audit Firm Sanctioned for Signing Off on Fraudulent Financial
Statement of Chinese Company
Failure to Exercise Professional Skepticism and Due Professional Care
81 of 246 Reverse Mergers in 2010 Involved Chinese Companies
SEC Activity on Reverse Mergers (Cont’d)
Speech by SEC Commissioner – Louis A. Aguilar – Foreign Companies Abusing U.S. Capital Formation Process – April 2011
Since January 2007 – 600 “Backdoor” Registrations, over 150 of which have been Chinese Companies
There is Growing Accounting Deficiencies and Outright Fraud
SEC has set up Internal Task Force to Investigate Fraud with Emphasis on Reverse Mergers
Greater Enforcement by SEC
Why go public: Advantages
Increased liquidity more attractive to top quality directors, officers and consultants
Ability for shareholders to “cash out”
Company can become more widely known
Increased access to capital - larger pool of potential investors for debt or equity
Known market value for company
Usually a premium to private valuation
Shares can be used for acquisitions and employee compensation
Why go public: Disadvantages
Reporting requirements pursuant to the Securities Exchange Act of 1934
Required to file annual, quarterly and periodic reports (disclosure issues)
Sarbanes-Oxley reporting requirements
Increased liability
Risk of litigation
Increased costs
Legal, accounting, filing
Decrease in managerial flexibility
Shareholder approval of actions
Independent board members
Management ability to focus on business rather than stock price
Contact Information
Ellenoff Grossman & Schole LLP is a New York City-based law firm comprised of almost 60 professionals
(30 Securities Lawyers), offering its clients legal services in a broad range of business related matters.
Founded in 1992, the Firm specializes in many areas of commercial law, including corporate and securities,
'33 Act and '34 Act representation, reverse mergers, PIPEs, SPACs, going private and mergers and
acquisitions. We represent nearly 50 public companies in various industries: biotechnology, medical devices,
information technology, financial services, shipping, alternative energy, consumer products and business
services throughout the world – including Greece, China, India and Israel; Hedge Fund Formation and Regulation;
Broker-Dealer Regulation, transactional Real Estate (leasing, financing and buy/sell; domestic corporate Taxation
and general commercial Litigation).
This presentation is for informational purposes and does not contain or convey legal advice. The information herein
should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer
SOURCE: http://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=1&cad=rja&uact=8&ved=0CEUQFjAA&url=http%3A%2F%2Fwww.egsllp.com%2FAlternativePublicOfferings-ReverseMergers.PPT&ei=VnAUVNrDCpWAygThmYCgBg&usg=AFQjCNEvidL0-ElnLJ-vrCDSTXVV_LWdJA&sig2=zOjRL5qmDnZoKj7BTOHdjg&bvm=bv.75097201,d.aWw
An LLC cannot go public via IPO!!! A very small LLC could do it easier but would never have the reason to. A mid size LLC with fewer than 20 members would find it preposterous and completely wipe-out the tax benefits for which the company formed the LLC in the first place! For a larger LLC with 30 or more members...NantWorks has 62, I believe...it is ABSOLUTELY UNTHINKABLE!!! THERE ARE NO SHARES IN AN LLC!!! The issuance of exempt private offerings has nothing to do with shares of the company. Someone needs to get a hold of the NantWorks LLC Operating Agreement!
Heres a good link. Read it...twice. Take it to bed on your kindle if need be:
http://www.legalandcompliance.com/securities-law/private-placements-offerings/
There will be no IPO...and we could all buy into that, anyway. We're not talking about "public opportunities", here. I believe when he worked with those guys at Abraxis and KeyOn they told him the best structure for his vision was LLCs for the near-term tax benefits and a clean shell to merge them into down the road. Needing to leave 15-20% of the shares as public float is the "key" to all reverse-merger stock plays! Another good read:
http://www.clm.com/publication.cfm?ID=24
I've "combed" them both. I asked a CPA. There is nothing but green lights, here.
SS has taken two companies public now. I think he gets the gist of how to do it.
WTF?
Michael Sitrick is in PR. He's not a doctor.
ABOLUTLEY!
§KEYO
Here's the swing! Oh, and it's outahere!
Great find, HMB!
Sitrick And Company is best known for its work in high profile, bet-your-company/bet-your-life situations. Whether helping a client with an IPO, a merger or a criminal indictment, we work to ensure all of our client’s key constituents are covered. This can include such groups as the media (digital and traditional), employees, the investment community, customers, suppliers and government officials.
It looks to me like they sell ~2K every day. I'm heading for the sidelines.
stark-UNGS is going to pop any day!
§RSSFF
§AVEW Time to go whaling, here, then!!!§
retire the companys(sic) convertible notes
&Proxy: Does that mean the LOC and auditors are not coming to work until OTCQB? Audited fins would be req for uplist.
Ok, then. How did you recieve it?
>>From where are you quoting this this?<<
§AVEW
§NLEF 92.5% SPREAD??!!§
This is turning into a nightmare...
§BBRD Shorter's Paridise!!!§
No business opening where this did!
Revamp healthcare, then USPHS. That's right...Surgeon General.
§KEYO
§HBRM Giving away shares today!!!§
I'm ready for 400%, again...
§HBRM
Another home-run, HMB2010!!! Is this all being timed for something?
http://www.forbes.com/sites/matthewherper/2014/09/10/medicines-manhattan-project-can-the-worlds-richest-doctor-fix-health-care/
"and a talent for pissing off investors" LOVE IT!!!
§KEYO
Yup! I believe they were board members at KeyOn. But they were the Execs at Abraxis who handled the sale to Celgene. Specializing in corporate development and mergers & acquisitions. Then they went with him on to Nant. Pretty neat, huh?
Did I just post about the website, yesterday? Must be getting w___ powers!;)
§KEYO
§AVEW Adding @ .0009!!!§
Equity converters are generating income that Jay is using to buy their shares! He's getting these companies TEXAS DIRT CHEAP! All the while cracking the bull whip on 'em for more sales. Brilliant.
§AVEW
Oh, you know! Move it to .448 and you'll shake him!;)
Might even get a few!
§RSSFF
How's that working for you? B-link-B-link...alldaylong?
Must be news coming...
§RSSFF
Woa! I better raise those bids. Just lost 200K of these!
§BWMG
§DNAX Whales puking up!!!§
I wonder who is cleaning the gutter today?
§DNAX
§UNGS In @ .0006 GULP!§
Keep feeding them...bag is big.
§UNGS
Are you always such an impulse buyer/seller? Perhaps the stock market is not the place for you? In any case, if they just sell this shell don't you think it would pay-off handsomely, anyway? With $30M in NOLOs it couldn't possibly sell for less than 21¢/sh, right?
Welcome aboard!
§KEYO
Especially if you're not just in it for the money!
Consider this, the NantWorks site had content until this year:
http://sitecomber.com/search.php?domains=www.sitecomber.com&client=pub-1307489338039489&forid=1&ie=ISO-8859-1&oe=ISO-8859-1&cof=GALT%3A%23008000%3BGL%3A1%3BDIV%3A%23FFFFFF%3BVLC%3A663399%3BAH%3Acenter%3BBGC%3AFFFFFF%3BLBGC%3A150567%3BALC%3A000000%3BLC%3A000000%3BT%3A0000FF%3BGFNT%3A0000FF%3BGIMP%3A0000FF%3BLH%3A0%3BLW%3A0%3BL%3Ahttp%3A%2F%2Fsitecomber.com%2Flogo-490x90.jpg%3BS%3Ahttp%3A%2F%2Fwww.sitecomber.com%3BFORID%3A11&hl=en&channel=5823071447&q=*.*&sitesearch=www.nantworks.com&sa=Search&safe=active
But as you can see, they are very hush-hush on the ownership:
Domain Name: NANTWORKS.COM
Registrar URL: http://www.godaddy.com
Registrant Name: Registration Private
Registrant Organization: Domains By Proxy, LLC
Name Server: NS71.DOMAINCONTROL.COM
Name Server: NS72.DOMAINCONTROL.COM
DNSSEC: unsigned
Domain ID:
Domain Name: nantworks.com
Created On: 19-Dec-2006 00:00:00
Expiration Date: 19-Dec-2017 00:00:00
Sponsoring Registrar: GODADDY.COM, LLC (GODADDY.COM, LLC)
Status: client_delete_prohibited,client_renew_prohibited,client_transfer_prohibited,client_update_prohibited
Name Server: ns71.domaincontrol.com
Name Server: ns72.domaincontrol.com
Registrant ID: Unknown
Registrant Name: Unknown
Registrant Organization: Unknown
Registrant Street1: Unknown
Registrant Street2: Unknown
Registrant Street3: Unknown
Registrant City: Unknown
Registrant State/Province: Unknown
Registrant Postal Code: Unknown
Registrant Country: Unknown
Registrant Phone: Unknown
Registrant Fax: Unknown
Registrant Email: Unknown
Admin ID: Unknown
Admin Name: Unknown
Admin Organization: Unknown
Admin Street1: Unknown
Admin Street2: Unknown
Admin Street3: Unknown
Admin City: Unknown
Admin State: Unknown
Admin Postal Code: Unknown
Admin Country: Unknown
Admin Phone: Unknown
Admin Fax: Unknown
Admin Email: Unknown
The homepage is titled TEASER! It had content, but is now under construction.
"The core mission of the parent organization, NantWorks, LLC, is convergence: to develop and deliver a diverse range of technologies that accelerates innovation, broaden the scope of scientific discovery, enhance groundbreaking research, and improve healthcare treatment for those in need. Founded and led by Dr. Patrick Soon-Shiong, NantWorks is building an integrated fact-based, genomically-informed, personalized approach to the delivery of care and the development of next generation diagnostics and therapeutics."
Our three main men at KeyOn, and their employers & titles then and now:
Thomas M. Wittenschlaeger
KeyOn: Principal Executive Officer and Principal Financial and Accounting Officer
NantTronics, Inc.: President and Principal executive officer
Charles Kim
KeyOn: Director
NantWorks: Executive Vice President, Chief Legal Officer and General Counsel
Christian Zapf (here it gets real good!)
KeyOn: Director
NantHealth: SVP, Corporate Development and M&A
NantWorks: VP and Counsel, Corporate Development
Couldn't make stuff up that fit better!
§KEYO ;)
No sign of that 13G. I guess that "meeting" hasn't taken place yet.
And speaking of exempt offerings...NantHealth placed $185,840,949. NantMobile, $130,000,000. NantBioscience, $25,000,000. That's $340,840,949 this year! The next company, NantWorks...as in "The Whole Works" is still under development. Supposedly it will be Patrick Soon-Shiong's next public company. The "BIG" one. Market cap = $7.2B. 7.2B/26,000,000 = $277/sh.
§KEYO
§FHWY 30KK @ .09 X .82!!!§
Still have 1200 to sell before freebies, but what a great ride!!! 800% on a ghost-town stock. Took 4 months, but hey! Unbelievable that nobody is here!
§FHWY
What is there to buy besides a pile of debt?
§MYHS Wonderful action here!!!§
60MM @ .0004 X .0011 Sure was fun!
§MHYS
§RSSFF Can't hold a gain!!!§
Buy my .62s then, please. What are they growing, dust? I've harvested 2 crops since they started. "How to make money growing strawberries"?...GROW SOME STRAWBERRIES! THEY ONLY TAKE 62 DAYS!!!! POS....
You called from a # not on his "list". COME-ON DF....
...W(D)F?!
Because I like pickles...?
"He feels this is key," said Mike Sitrick, a spokesman for Soon-Shiong.
I just re-read this article and that line made my stomach jump! Key (-On) to what? Being able to oversee this data autobahn from your office? Oh...we're ON!
§KEYO
Yea, they just keep dishing them out. Wrong hands, again, shorty!
§HBRM
That you, today, G&L? I think were close, dare say!
§NLEF
I wish that were the case! I dumped out at 3 on the 2nd. My average was 5. I saw Friday coming. If they try another R/S within 180 days the SEC will step-in, IMO. Lotto play now....GLTA!
wilson12: We don't know for sure (of course) if he made the purchase on 03/03/14. This is his last 13D/A:
http://www.sec.gov/Archives/edgar/data/1335294/000114420411021043/v217953_sc13da.htm