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If they sold the first cuttings on April 26th, then that would allow for 2 more cycles, a 21-day cycle, before the end of the quarter about to be reported.
$15 a cutting in the US which at 9,000 a cycle, 27k for 3 cycles, would be $405,000.
This is Columbia though so no idea what a cutting sells for there. I have tried to get a price but can't get anything.
I would hope for half of that but who knows. Find out Monday if no NT.
OWPC!!
They are just finishing their GMP facility in Columbia, getting ready for production. They said in their investor's presentation they were in talks with a company to make a hemp/THC infused beverage line using new pressure nanoemulsion technology. That was in the fall of last year.
Defex is holding a big chunk over there as well. Around 17% I believe.
CNGT!!
Really not much doubt about it...
The Constellation Partnership
Through a robust network of operators and strategic / financial institutions, CCG’s private opportunistic investment arm has invested in and acquired companies with strong cultures and operations that align with our core values and strategy. With each opportunity, we emphasize the importance of preserving a company’s strong culture and valuing the employees who cultivated it.
CCG occasionally considers minority investments in innovative companies approaching a growth inflection point. We like to co-invest alongside financial and strategic partners in early- to growth- stage financing rounds to enable a company’s execution of near-term goals, including commercialization and profitability.
Today, we own and operate businesses in the Architectural Millwork, Flooring, Retail, and Permanent Housing Infrastructure sectors. CCG continues to seek out new targets with strong values and operational synergies.
Founded in 2019, Constellation Capital Group (“CCG”) is a financial services and private investment firm with partners in Los Angeles, San Diego, and New York.
David Fair
Managing Partner
https://www.constellationgp.com/team
I would imagine this is where the money is coming from.
Constellation Capital Group
https://www.constellationgp.com/
When Fair says they are looking to acquire a high-volume cabinet producer and expand the countertop business it has likely already been lined up. The three businesses currently under Third Bench took some serious money to acquire, and that was all done privately. Now they are public but there is an indication that the "group" is still working privately to expand the cabinet and countertop footprint and will likely be bringing them in as well.
David Fair is the principal agent in 3 other holding companies that were established from November of 2020 to April of 2021.
They were issued preferred shares with commons underlying. It's the same thing with the former CEO and Southridge, LLC.
Unregistered preferred shares, which all NECA's shares are, can not convert for at least a year. It is a felony to sell them and for non-SEC filers, the minimum waiting period is one year, 6 months for a reporting company.
Rule 144
https://www.investopedia.com/terms/r/rule144.asp
They also put in ratchet anti-dilution rights ensuring that the shares issued maintain the percentages listed for that period they are restricted.
Well, again Jeff resigned as CEO, all voting shares have been transferred, so if there is to be a scam it will be done by the new guys.
The 10-Q showed a 7 million difference from the O/S and the float and subsequent events showed no further issues of stock.
If the latest settlement of 3 million in debt, 1 million in variable, was issuance then where is it? Obviously, this is not under dilutive pressure right now. They may have issued prior to the announcement of Third Bench and sold into it but it definitely looks done at this point.
So the former CEO made his money. Now if these guys are shady how do they make theirs? Hard to dump without a pump and definitely can't do anything with anemic volume.
Whether it is actually legit, which would explain the former CEO accepting a 3% stake he can't sell for at least a year, or it's just an elaborate scam, they are going to have to bring volume to do anything and you can't bring volume without price action.
I've made money is BS, I've made money in legit companies. It's all real money. Right now I am giving it the benefit of the doubt but either way I think we are going to see this move.
Jeff hasn't taken control, he just gave it up. How is that the same as when he took control?
It's been 21 days since they announced a reverse as part of the closing with Availa. SEC says a reverse can be announced as part of an 8-K and that is sufficient if votes are not required. I figured that was what is happening but put in a bid and it went through. Guess I will try to buy a little and see what happens.
Well so much for that idea, hahaha
CNGT!!
21 days. Splitting.
Ready or not.
Morrison came here for a reason!
Ultra Shear Technology (UST) Platform
FH21 Achievements: Announced UST-based Nanoemulsions Soared Past One-Year Stability Goals. Reported on UST-Processed High Quality Nanoemulsions of CBD and Astaxanthin (Highest Potency Antioxidant Known).
SH21 Goals: Execute Multi-Year License Deals with at Least Two of the CBD, Astaxanthin, Prednisone, Retinol, etc. Nutraceutical Companies Currently Engaged in Negotiations.
I don't know of anyone else with this on their website...
FIRST TO MARKET!!
CNGT!!
Saying everything is good is not a material disclosure, sorry. The "looks like" was a statement of what it looks like to me. Maybe that wasn't clear.
CNGT!!
Looks like they moved up the schedule here. I believe he was originally set to take the COO position in October. The legalization of flower export may have created an unexpected need for immediate production.
Kind of alludes to the facility being completed here as well.
OWPC!!
10-Q coming in 10 days. CoreIR has done over 11,000 quarterly earnings call transcripts, I would expect one here in the coming days prior to filing.
OWPC!!
Got a reassuring email last week, everything is on track here, looks like a ton of legal, audit, and filing preparation is going on in addition to the business at hand. Getting closer every day.
CNGT!!
Not how it typically works. A holding usually operates independently and in the case of these companies, they have been in business for decades and built trust with their customer base. Nothing to be gained by advertising a new owner.
The average person would not think that Doritos, Quaker Oates, Frito lay, Aunt Jamima Syrup, Captain Crunch, Sabra Dipping, and Life Cereal were owned by Pepsi. No need to advertise that Pepsi owns them, the brands can stand alone but investors in Pepsi would be well aware of their subsidiaries.
Honestly, I thought Fair laid out a very solid business strategy. The guy has done a lot in just a couple of years (started Third Bench in 2019). Looks like these 3 companies were generating close to 40 million in 2019 if you do some DD. To do almost 19 in 2020 and on track for 24 in 2021 is respectable considering the lockdowns and supply chain shortages. I agree with him, there is going to be a big move in the housing market. Right now, the demand is huge for both new and existing homes and many of those not moving are using the increase in value of their existing home to refinance or take 2nd mortgage loans to remodel.
I did home remodeling for 20 years before retiring early as a result of trading OTC. I still have many friends in the business as well as new construction. All of them are slammed, 6 months out minimum on the remodeling side, and builders are stuck waiting on supplies. Demand is definitely there.
A lot of shares but looking at the cap this is undervalued as it stands.
Sounds like they completed the acquisition of 5 Leaf Labs.
So glad I took full advantage of that dip into the teens.
This should be a fun ride in the coming months.
OWPC!!
Some changes happening with the products. The Immunazin site is under reconstruction. When I last talked to McKenzie she said they were able to offer a discount and track any sales I made with a discount code. I asked whether they were going to do a direct sales affiliate program or a full MLM structure. She could not tell me but with the involvement of Leonard Tucker, that definitely looks to be the case. If they use his model it will be 20% for direct sales and 10% for any affiliate sales with descending percentages down line.
The other this of note is that Dr. Denise's line on Amazon used to list a manufacturer out of New Jersey, I looked into them a while back but can't remember the name, now it list's Dr. Denise as the manufacturer. That to me indicates an acquired facility, we shall see.
Might take a little longer for the full picture to emerge here but I believe Morrison has some big plans about to be implemented here. Still a lot of filings that need to be filed though.
CNGT!!
Did you see what happened yesterday? This is HUGE!!
Colombia boosts budding cannabis industry by removing ban on dry flower exports
https://www.msn.com/en-us/news/world/colombia-boosts-budding-cannabis-industry-by-removing-ban-on-dry-flower-exports/ar-AAMus3q?ocid=uxbndlbing
Big moves coming!
OWPC!!
Preparation for what is coming. I knew they let the contract expire with the last IR firm. The last filing showed a short extension. The timing here is important. Not only should they be reaching finishing up on the processing and lab facility but those cuttings they began selling in April are reaching maturity.
This company is about to transform, IMO.
I was looking at the price of these cuttings. In the US larger orders are running $15 a plant. I have not been able to get a price in Columbia.
9,000 plants at $15 would be $135,000 per cycle. There have been 4 cycles since the first sale so potentially $540,000. Being Columbia I would guess that could be no less than 1/2 that at worst.
The thing is, OWPC released a PR previously about a contract with Biotropical for the sale of up to 600,000 cuttings. The contract was to sell the cuttings, let Biotropical bring the plants to maturity, then buy the raw material from them and then process and sell the finished products, oil, isolate, or distillate.
They have stated a full cycle time of 105 days so those first 9000 plants should be right at the time for harvest.
6,300 plants per hectare, (2.5 acres). 9000 plants approximately 1.3 hectares.
Going from the guidance provided by the company they can generate various revenue depending on the product produced.
This is a per hectare THC revenue...
Oil $5,309,500
Isolate $7,703,500
Distillate $8,264,200
At 1.3 hectare, 9000 plants...
Oil $7,061,635
Isolate $10,245,655
Distillate $10,991,386
This is the potential of each 20 day cycle as the cutting being sent out in a 20 day cycle would be harvested in a 20 day cycle as well. They have also stated that they will be doubling this capacity by the end of 2021 to 18,000 cuttings going out per cycle.
When the company says they will be profitable by the end of 2021 and that they will be on NASDAQ this is why, IMO.
OWPC!!
Looks like Walmart already. Wonder if that happened since Morrison took over.
https://www.walmart.com/search/?query=dr%20denese
In store as well as online.
https://www.bing.com/maps?q=walmart&pc=0ADS&ptag=G6C22N151807A308CE7CCFF&form=CONBNT&conlogo=CT3210127
CNGT!!
I was thinking hemp/cannabis but even if you put this in the healthcare products sector that current ratio is 6.94.
The revenue is a little hard to know exactly but they said during the tentative merger with PBIO that Skin Science was at 18 before landing a contract for hand sanitizer, with an initial order of 3.5 million.
Easy to figure the share structure post-split, 4,795,616. Current restricted and converted existing preferred restricted total 3,746,574 and unrestricted of 1,049,041.
To reach that price to sales with the coming O/S and a revenue rounded to 20 million the share price would need to be $28.94.
Here's the calculation used to figure P/S ratio
4,795,616 (times) $28.94 (divided by) $20,000,000 (gives P/S ratio) 6.93...
There is plenty of value here considering the current price is equal to $1.22 post-split.
CNGT!!
Availa is getting 4.4 million preferred shares, not commons. Those are the voting/controlling shares, convertible at 100-1. All other existing preferred shares are being canceled or converted to restricted shares. The other new preferred shares are non-voting shares and are restricted from any conversion until June 2023. Availa has full control. This is a reverse merger.
When I figured post-split valuation I figured in the current preferred shares being converted to restrict as part of the O/S. The 4.4 million preferred shares are not part of the O/S.
CNGT!!
Availa owns Dr Denise Skin Science. That alone is 20 million a year.
I have only held through one other, actually bought pre and post-split between $2-5 actual and equivalent. It hit $85 shortly after the split. That was Woodbrook Holdings, I'm sure some remember. That had a float larger than this will have post-split and the company was complete BS.
Simular set up here, the difference is existing revenue that provides for an actual valuation. Combined with Morrison's track record and intended product rollout using the new technology this could see a similar but more sustainable post-split move.
At the level this is at, post-split with the restricted shares from the converted preferred included, this would have a cap of 5-6 million. Even at 20 million in revenue, this is almost 4x less than a 1x price to sales in a sector that consistently runs from 10X to as much as 100X.
There is value here, IMO.
CNGT!!
The applications of this technology are enormous, way more than one company could ever address by itself.
PBIO is no stranger to granting exclusive rights. They did it with their prior technologies in countries all over the world. All listed in their 10-k.
I have a feeling that Morrison may have secured rights during their merger negotiations. Whether a joint venture or percentage sharing.
PBIO is in heavy, heavy, in debt. They would have a very hard time raising the capital needed to really monetize the tech. Instead of leasing out the tech, which involves capital to build the units, for peanuts compared to what it could produce, they could give exclusive rights to a proven fortune 500 executive like Morrison and share in some real money.
Once they have money coming in other than from another 12 million in the financing, which is what they stated in the 10-k they need for operations, they could be taking in revenue without any expense and continue to pursue other uses of the tech.
I just keep going back to Morrison. I don't see someone of his reputation getting involved in some penny anty BS. I think he sees something huge here.
CNGT!!
"I now have the opportunity to literally change the product development landscape of several major industries with the use of the UST Technology in the proliferation of new products that are expected to have greater bioavailability and efficacy than anything in the world today. I see Availa Bio as a transformational company."
Jim Morrison
You know, holding companies can actually hold another public company without being liable for their debt. Starting to wonder if this might be the reason for the restructure.
CNGT!!
Time for some news here.
OWPC!!
The fear of mass dilution after the split is put to rest with the full ratchet anti-dilution clause. By the required restrictions, this clause calls for the highest the O/S can go until June 2023 is 20 million.
The newly issued preferred shares, E and F, must represent 80% of an as converted percentage of the commons. F at 44% and E at 36%.
Under the Series E COD, 3,600,000 shares of preferred stock will be designated as Series E. Each share of Series E will automatically convert into 100 shares of commons stock on June 30, 2023, subject to extension if approved by the Series E holders. The Series E will rank pari passu with the common stock with respect to dividends and liquidation preference on an as-converted basis. The Series E will be non-voting and contain full ratchet anti-dilution protection entitling the holder(s) to receive 36% of the Company’s common stock upon conversion, and tag along rights enabling it to participate in a sale of the Series F.
Under the Series F COD, 4,400,000 shares of preferred stock will be designated as Series F. Each share of Series F will automatically convert into 100 shares of commons stock on June 30, 2023, subject to extension if approved by the Series F holders. The Series F will rank pari passu with the common stock with respect to dividends and liquidation preference on an as-converted basis. The Series F will vote on an as-converted basis and contain full ratchet anti-dilution protection entitling the holder(s) to receive 44% of the Company’s common stock upon conversion, and tag along rights enabling it to participate in a sale of the Series E.
What Is a Full Ratchet?
A full ratchet is a contractual provision designed to protect the interests of early investors. Specifically, it is an anti-dilution provision that applies, for any shares of common stock sold by a company after the issuing of an option (or convertible security), the lowest sale price as the adjusted option price or conversion ratio for existing shareholders.
So if you take the number of each group of preferred shares, 3.6 million E, and 4.4 million F, you get 80 million as converted. Because they must maintain no less than 36% and 44%, 80% as a group, 100% would be 100 million total, meaning the common shares can not exceed 20 million. Just as a reminder none of these preferred shares can be converted until 2023.
The other clause to note is the tag along rights clause. This is a protection for each group of preferred holders to ensure equal benefit in the event of sale of either class of preferred shares.
As far as the business plans, yes, they are going to be doing some very unique things here. I will get into some of it later today.
CNGT!!