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8-K is out
Essentially what this 8-k is telling us is that the only vote that did not require a quorum is proposal #3. Proposals #1 and #2 requires a quorum that consists of a simple majority of 50% of the eligible votes + 1. They were not able to achieve this threshold and that is the reason why the vote has been extended and the meeting adjourned to September 14.
The above is not surprising. As I posted earlier, I did not get my voting materials until today. I can only imagine how many other shareholders were not even aware that there was a meeting.
https://www.sec.gov/Archives/edgar/data/1431934/000149315220017136/form8-k.htm
I just received my "Time Sensitive" shareholder information in the mail for one of my accounts. Fortunately I was able to get my control #s from my bank last week but I had to go through a lot of effort to get them.
I wonder how may shareholders are in the same situation.
If you are alluding to the patent, did you not read his letter to shareholders? Do you want it handed to you on a silver platter?
As for not being prepared for the meeting I could not disagree with you more. But then again I guess some people prefer well scripted and guarded presentations, rather than honest answers to tough questions.
Yes beware!..especially of those who when "connecting 1 and 1 come up with 5 1/2 instead of 2". From the audio at around the 0:43 mark.
Below is an audio link of the meeting:
https://www.webcaster4.com/Player/Index?webcastId=37049&g=a51599a9-f51e-478d-bb84-0b8edf36dc3e&uid=6042350&sid=
It's been a long time since I heard the CEO of a company be so forthcoming with his answers at a meeting. Unfortunately I had to miss the first 30 minutes or so but for me it was refreshing to hear how Ziv answered each question candidly, and with reserved optimism.
Yes it says a lot. Lol!!!
There you go, I stand to be corrected! That is a great question that should have been directed at him for clarification a long time ago. It's possible that even he was confused about the need for SEC approval.
Thank you also for jogging my brain. Hopefully, to remove any doubt about how I have corresponded with management over the years, you will be pleased to note how I responded to Ziv on that particular post. I certainly don't sugar-coat my opinions!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=157091406
Turner never suggested that he was working on a business plan that had to be approved by the SEC. It's quite possible that he may have been misquoted and people here added their own speculation to it. If that had been the case then why wasn't there any mention of such a plan that was pending SEC approval in his letter to shareholders?
Just as I said before you keep burying yourself with the same BS over and over again. Most will understand the wording as essentially being the same thing, but yet you're trying to make a distinction between the two when there isn't one. If I were you I would just give up.
For the benefit of anyone that cares about the truth and as per the proxy statement, AND NOT HOW IG MAY WISH TO SPIN IT, DGF is allowed to vote as follows:
Point out your logic for making such an incorrect and absurd statement.
Let me repeat it again: Just more BS that stems from an inability to comprehend what is written.
Read the and/or part. You are only giving up a chunk of your shares if you vote For proposal #1. The alternative, is the "or" part by voting For just proposal #2. This will not alter the number of shares you have. It will allow the company to move forward...assuming that is what you want the company to do.
In his own words to me, and to other shareholders, Ziv Turner has made it clear what it is that he's hoping for:
Perhaps you could be more specific on the "documentation" that you are referring to. Regardless it is clear, or it should be, that DGF acted out of desperation when it saw the lights being turned off. Its investment and that of all other shareholders was being compromised. Seeking a court order to protect it, was something that all of us would have wanted to do but didn't have the means to do. So we should be thankful that DGF did what they did, but beyond that it is a real stretch to suggest that there is anything more to it.
As a further illustration of the above concern, DGF sought and received a revised court order not only to amend the timelines, but also to add the two Further Stipulations to the order, that were not there in the previous one.
That is your choice, even if it's a poor one. There is not going to be another proxy as you propose. The only reason it was in this one is because of the judge's order.
Failing this, the only other alternative is for the company to pursue a more time consuming process at an additional expense and file an amendment to its articles of incorporation, and increase its AS that way without the need for shareholder approval. Is that your preference?
If you are considering changing your vote and are having difficulty doing so, you may want to try www.proxyvote.com and just enter the Control #.
For the meeting go to: https://www.issuerdirect.com/virtual-event/owcp. You will also need the Control #, but you may encounter difficulty if you want to change your vote.
DO NOT TAKE THAT ADVICE!! If you vote down both the AS and the RS, you will be effectively handcuffing the company. As I posted before, just because the AS increases, it doesn't necessarily mean that the OS will be increasing to the same level.
Initially the OS/AS ratio will be more or less as it was at the start of 2017. As per the letter to shareholders, it will at the very least give Ziv Turner the flexibility to pursue new investors, joint ventures, and other business opportunities to start generating revenues.
I agree with you that the volume was light and not to draw any conclusion regarding DGF's conversion. I would also not draw any conclusion from the revised court order that requires OWC to reserve the "required reserve" number of shares based on Friday's closing price of $.0079.
Meaning that for their 381 Preferred shares, 482 million+ shares will need to be set aside for conversions. They will still be subject to the 4.99% limitation. This means that DGF could be gotten rid of long before they have a chance to convert all their shares.
Investment advice? Surely you must be joking no? OWCP has indeed been a financial disaster for shareholders, but not for all. Has it not harmed you in any way given the inordinate amount of time you have spent spewing BS?
Again you misinterpreted what I wrote! What I said is given the choice of relying between an SEC filing and what you have to say, I WILL DEFINITELY STICK WITH THE SEC FILING. IS THAT CLEAR ENOUGH?
Thanks for proving again and again how easily you misinterpret what one is writing. Of course he knows the closing price tomorrow only applies to the number of shares that would have to be reserved for DGF, and not for the purposes of a conversion.
Of course I already read it. Not only that I have a full understanding of exactly what it says. It's very unfortunate that you don't have a clue and are jumping way ahead of yourself to false conclusions. DO YOU REALLY THINK FOR A MOMENT THAT ZIV DOESN'T REALIZE HE WILL NEED TO INCREASE THE A/S IF THE R/S DOESN'T GET APPROVED? HOW MANY TIMES HAS IT ALREADY BEEN WRITTEN SUGGESTING THAT IS EXACTLY WHAT WILL HAPPEN?
Too late, many of us already read it in the link that PB provided.
Give me a bloody break will you! OF COURSE CAPTAIN OBVIOUS THAT IS WHAT WOULD HAPPEN, BUT ONLY IF NEITHER OF THE PROPOSALS GETS APPROVED...BUT NOT UNTIL SOMETIME IN OCTOBER AT THE EARLIEST!!!
However that may not be necessary if OWC acts unilaterally to voluntarily file an amendment to its articles of incorporation, or an investor steps in. If that happens they can stuff the summary judgement where the sun doesn't shine.
Before any shares can be converted by DGF shareholders have to approve at least one of the proposals.
I'm not at all surprised that the filing deadline for the 2019 10-K and the 2020 10-Q for the first two quarters was extended to September 25. That is what I was telling IG repeatedly, but he wouldn't listen.
Assuming there will be common shares to issue, DGF can convert but they will initially still be subject to the 4.99% limitation. At that rate it will take months for them to unload to a degree that it will inflict serious damage.
I've said it before and I will say it again. Ziv will have more than enough time to keep DGF at bay, implement the company's business plan, and attract new investors. If it doesn't happen I'm sure that it will not be for a lack of trying.
I remain optimistic!
Thanks for the link PB. It sure would be nice if we could get the closing price up to about $.20 or so just before the end of the day tomorrow.
That is laughable. Especially if you knew the truth to the following statement...especially the one pertaining to the Series B preferred shares.
Given the choice between relying on Official SEC filings vs. relying on what you write, I'll stick with the former.
Don't believe everything that you read or is implied to on this board about involvement, compensation, or any other matter. Rely only on what has been officially filed. Connect the dots if you want to, make assumptions, state your opinions, but that's all they are until it's known to everyone.
As for Ziv owning any shares. The latest SEC filing confirms he has "0" shares. Other published filings also show that he sold his preferred Series B shares to Sunbeam for $1.00 and other consideration. He did that out of desperation before he became the CEO and Chairman of the company. He did not sell out because he didn't believe in the company. The reasons have already been discussed here on numerous occasions.
"Retail is very difficult"...Thank you Captain Obvious for another brilliant statement! One that 99.9% of retailers, especially during these trying times will agree with.
You have ZERO clue as to what the company and Ziv may be up to. None of us really do until it's announced by the company. I can assure you that the last thing he will be worrying about is a "slotting fee"!
As much as I disagree with your entire comment and statement which is uncalled for and should be removed, I would rather be a filet mignon than a chuck steak!
Captain Obvious to the rescue! Lol!!!
My thoughts on how he became the CEO are not important, and even if they were they are none of your business. Suffice it to say, you have again come to the wrong conclusion.
With regards to your last statement and to what I wrote about Ziv Turner, it is not a secret. It is true that on many occasions I referred to him as bozo the clown, as a buffoon, and one that was more interested in posting about food than about the company.
It is easy to form opinions about someone when you are given misinformation and you don't have all the facts surrounding the specific circumstances. I am not rigid to the point that it doesn't allow me to change my opinion about someone.
Fact is when I finally concluded that Ziv Turner was as much of a victim as all of us at the hands of Bignitz, I was embarrassed at my false characterization. When I did reach out and apologized, this was part of his response:
Sorry, I thought I could but quite obviously it's impossible to teach the unteachable. The clause you have quoted in bold is in every single filing regarding the DGF loan.
https://sec.report/Document/0001493152-19-017875/
Going forward it should be you that provides links.
Simple answer to your question is no, Turner has not rigged the vote to pass the reverse split. Truth be known, all of the shareholders entitled to vote, including the holders of the Series A and B shares, will be voting, if they so choose, for not more or less votes than what they are entitled to.
To the contrary, anybody that is familiar with these situations should know that the company has a lot more leverage than you might think.
The answer to your statement has been provided many times:
Turner does not give out "insider information" to anyone unless they are advisors to the company and have agreed to a Non Disclosure Agreement. If that were the case you would not be reading about it in a public forum!!!
It should not be a secret to anyone that Bignitz left a mess for others now to clean-up. It should also not be a secret now, as you so aptly put it so many times, that Bignitz used the proceeds of the DGF loan as his personal ATM. With regards to the toxicity and other issues of the DGF loan I wrote dozens of emails to management starting from within a few days after it was announced. Some of you no doubt remember my many posts on the subject.
Three simple statements, all 100% categorically incorrect!!!!
Turner is nobody's puppet. He also made it very clear that he did not come back to the company to work for DGF.
Nobody is defending anybody. Just disseminating the truth as to what really occurred.
Turner did not include any special clause that makes reference to "diluted" or to any other derivative of that word, that pertains to voting rights of Series A and Series B voting rights.
Furthermore the wording included in the proxy materials this time was NO DIFFERENT than the wording included in the proxy material that was issued back in November, when Turner was not with the company and there were no Series B shares.