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Regarding the quorum, it is true that a company could specify it to be as low as 1/3, that would be the minimum but most companies adopt the more shareholder friendly position that it needs to represent a majority of shareholders, hence the 50% + 1. If you check the SEC documentation for the company and its predecessor Dynamic Applications Corp. you will see that for OWC a quorum is indeed 50% + 1. Mr. Turner has confirmed this to be the case as well.
https://sec.report/otc/financial-report/78486
Page 3: ARTICLE IV, QUORUM AND VOTING OF STOCK
Section 1 ….opening sentence:
That is the link that I posted and I already made Mr. Turner aware of it a long time ago. I take exception to your constant references to "the traveler" and quite frankly it's getting tiresome.
In case you are still not aware, all that MjMilo is doing is relaying information that was given to him. There is nothing untruthful about posting:
With regards to the voting rights of Preferred shares, I was under exactly the same opinion as yours. Although I could not find a specific link that addressed the issue. There are lots of examples online of Delaware corporations that spelled out similar voting rights for its preferred shares.
The only article that I came across that partly addresses voting rights is the following:
https://www.americanbar.org/groups/business_law/publications/blt/2014/01/04_bigler/
The quote that you provided is great and it seems to suggest that indeed Preferred stock could be either voting or non-voting. Here is the link for it. It would be nice to have a few more links reinforcing the same thing.
https://www.delawareinc.com/general-corporation/preferred-stock-vs-common-stock/
I've asked Mr. Turner to get us further clarification from their legal counsel on the issue. Obviously, whether or not the preferred shares can be voted, will have a huge impact on whether or not either of the proposals will carry.
Why don't you provide a real public service, contact them and get a ruling on this. You are after all the self-appointed securities expert. I'm serious, if you get a definitive answer it will be a great help.
Actually in this case filing a 10-K has everything to do with the shareholders vote. You have obviously not followed the court order, and its subsequent amendments pertaining to the vote.
During the last meeting the question was asked and I thought Mr. Turner made it quite clear that without a mandate there would not be any filings.
I just posed your question again to Mr. Turner and he respectfully disagrees with you. He confirmed again that without an approval, proceeding to file its overdue filings becomes a moot point and an exercise in futility.
Speaking of not being able to see the forest for the trees, sometimes one has to use common sense. For obvious reasons one cannot always put all of the cards on the table.
Let's put it another way: If a tree falls in a forest and no one is around to hear it, does it make a sound? Some will argue that because nobody heard it, it cannot be proven. Others might use metaphysics to argue otherwise.
I know but sometimes, unfortunately, one has to spell it out...you know it's that "you can't see the forest for the trees" part that is a challenge for some.
Don't wish too hard or you might get what you wished for on a silver platter. If you have such bright ideas why not share them with Mr. Turner. He has stated many times that he welcomes shareholder's opinions and suggestions. If they require money, no doubt you will issue the company a cheque as well.
You just have to dig a wee bit to realize that the "they" you are referring to are long gone. But you are right, they should have done 3 years ago exactly what Ziv has been proposing since he came back.
You misread my post, I did not say such thing. Just trying to educate you on the fact that if you get at quorum and the proposal gets defeated it means diddly squat.
Just as many shareholders did not receive the voting info until it was too late to vote.
How did Bignitz get a quorum twice? One explanation could be that for the last vote in December there were only about 250 million shares outstanding and eligible to be voted and for the vote before that there were about 200 million, not to mention that the number of shareholders more than doubled in the ensuing months.
As for the Quorum? here are the results from the December vote.
Votes For: 103,710,603
Votes Against: 118,497,713
Abstentions: 1,639,343
% Votes For: 46%
What an achievement! DEFEATED just like the first vote, so the quorum did him a lot of good. LMAO!!!
VANCOUVER, British Columbia, September 24, 2020 – ELSE NUTRITION HOLDINGS INC. (TSX-V: BABY) (OTCQB: 1BABYF) (FSE: 0YL) (“Else” or the “Company”), is pleased to announce that its novel, first of its kind plant-based soy free Complete & clean label Nutrition for Toddlers is now available for U.S customers via Amazon.com.
https://www.irw-press.com/en/news/else-nutrition-launches-worlds-first-globally-patented-plant-based-toddler-nutrition-formula-on-amazoncom_53552.html?isin=CA2902571041
Your post did not suggest you had an issue with specifics. Now all of a sudden you do, suggesting perhaps that you would have supported a different R/S and AS increase? LMAO!!!
As for the rest of your comment it's not even worthy of a response.
CORRECTION!!! It was not Turner that gave shareholders a choice between the R/S and the A/S. Are you not familiar with the court order? I guess you conveniently forgot!
That misinformation was repeatedly reinforced by the self-appointed resident expert on all matters pertaining to securities.
What is hilarious is the garbage that you just posted regarding a NDA that had no connection to the companies that were mentioned.
You touched on a lot of subjects but you conveniently failed to point out that when Ziv Turner left the company in April of 2017 there were still about 350 million shares that the company could have used to attract investors. At this point there were no Series A or Series B shares that had been issued, and of course it wasn't until a year later that the $5 million dollar with DGF was arranged. Why omit such important information?
You also failed to point out the reality of the situation when Ziv appeared on the scene again at the 11th hour. Here is the reality:
1. He inherited a company with a court order with specific orders to carryout a R/S and an A/S increase. This was not an idea that he cooked up. Unlike his predecessors, he provided a few PRs and did two question and answer meetings. He was as forthright as he could be under the circumstances.
2. When he came back the company had no more common shares to issue and a shoe-string budget that was provided by DGF for no other purpose than to carryout the judge's orders.
What did you expect him to do, re-invent the wheel or ask for your opinion and perhaps for your low-budget recipe of the cannabis based medication that you produced?
Criticize Ziv if you must, but don't blame him for the mess that he inherited.
The reference to Walmart was with respect to Cannibble, or did you miss that part? The NDA pertains to OWC, not Ziv Turner or to any other company that he may have an interest in. Why is that so difficult to understand?
When you think you've read and seen it all, out of nowhere comes a motivated ihubber to the rescue! Don't waste anytime, please send an urgent email to the company before it's too late.
As it's been said many times before, you just can't teach stupid! You don't have to go to the effort of voting "no all the way down to secure your 100% loss". The "morons" that do that will be guaranteed the loss. That is the reality!
Perhaps you might want to listen to the answer to the question posed by "Mike" at the 25:17 mark regarding the financials.
Below is the audio link. It's also at the top of the intro on our site here.
https://www.webcaster4.com/Player/Index?webcastId=37603&g=25ca59af-ca95-43ac-a6ea-9a5b7f365570&uid=6042350&sid=
The Company’s stockholders approved a further adjournment of the Meeting to September 21, 2020 (the “Adjournment Date”), to allow additional time for stockholders to vote and seek approval for Proposals No. 1 and 2.
https://www.sec.gov/Archives/edgar/data/1431934/000149315220017881/form8-k.htm
Just received the proxy materials for one of my accounts with RBC. I guess it's a good thing that the voting was extended. There must be literally thousands of shareholders who don't have a clue that there was a vote or that it has been extended.
If you bothered to read the filings and the press releases, or listen in on the meeting and ask questions, or listen to the audio of the meeting, many of your questions would have been answered. Did you not hear Ziv today quote an Arabic saying about what is done is done? Do you want to dwell in the past or move forward to a promising future?
Your statement, "Let them find something productive to do with the remaining AS" is absurd! Do you not know how many shares are left on the current AS?
By all means if you have anything constructive to say, do send your comments to IR. Ziv has also said it repeatedly that he is all ears and welcomes the engagement of shareholders.
Glad to see that letitride168 has provided you with the voting contact information. Moving forward the quickest way to get answers to such questions from the company is to send an email to IR@owcpharma.com.
Good luck with your voting efforts!
The "request ID" # is different for each shareholder's account. Call 919.481.4000 ex: 100. Alternatively, if you have the complete control # you can vote at proxyvote.com. Good luck!
Essentially you are telling shareholders that Bignitz and Hirsch were better than Turner because they got a Quorum? ROFLMAO!!!!!
Thank you for clarifying that. If one has the control # they can amend their vote on proxyvote.com. If not all they have to do is call Issuer Direct and speak with Emily to amend their vote.
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Good advice! I actually didn't realize it until you pointed it out that you cannot change your vote without calling or emailing them first.
I also realize now that Issuer Direct was also hired by OWC to aid them in the solicitation of proxies for a fee of $7,500 plus out-of-pocket expenses. Last time the company hired an outside solicitation company.
This makes sense, if shareholders call maybe they can switch hats and try to solicit their votes at the same time. Sort of like killing two birds with one stone....or should I say stoning two birds with one call?
Say what you will about it being a budget agency, but when is the last time you called any business and the person you wanted to speak to answers the phone?
I called Emily this afternoon and that is exactly what happened. She is great and was able to answer all of my questions.
Her Direct #: 919.481.4000 ex: 100
My advice to anyone is to not be swayed by those that do not have a vested interest in the outcome or success of the company. They obviously have nothing to lose, but quite obviously they have lots of time to waste offering their so-called "expert" opinions.
You touched on a lot of subjects, but let me reduce it to just one question. How do you create a positive out of a negative?
In my view there is no point crying over spilt milk, nor is there any point playing the blaming game. As I see it, the reality is that without making more shares available to issue to both DGF and future investors, the company is handcuffed. How will the status quo help investors? It will not! Something has to give and that is precisely the reason why I encourage you and others to vote for at least one of the proposals.
Excellent post!
Thanks but just to clarify it's what you wrote after the copy and paste that I was referring to.
If that is what you see I respectfully suggest you need to check your reading glasses.
You are making an assumption that there will be a reverse split. If that were to be the case the number of Series A shares would remain the same, however each preferred share ($10,000 value) would be converted to fewer common shares based on whatever split might be implemented. As for the Series B shares, currently each share can be converted to 1000 common shares. If for example the R/S were to be 1/10 then each Series B shares would be converted to 100 common shares.
Your math is right on and I have no doubt that your bet is safe.
I would tend to agree with that assessment. It's obvious from the low #s for proposal #3 that a lot of shareholders did not vote.