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This VFIN on offer at 0013 is RETAIL, folks. $DIDG does not have any conversions this month. It's in the filings. I am getting ready to load cheap, LOL.
Nowhere in the 8-K or the Side Letter does it state that Magna waived the 180 day holding period and extended it to April 2015. The only restriction that applies to all convertible notes is Rule 144 holding rule which is 6 months for reporting issuers and 12 months for non-reporting issuer. Therefore, Magna's note converts from October 28th and has been converting. MM BMAK on L2 is that. This is really not a big problem though because conversions at these levels are accretive.
We always go with what the filings state.
PB, read on Twitter that a few players have been flipping 11/13 on $DIDG, LOL. I think very, very short term players hit bids or flipped out already. Will give this another hour before show time.
Just need to get rid of the rest of 1-2 tick flippers then DIDG will go.
$VPOR's debt is $600K-$700K plus what's remaining on Magna because the latter noteholder has also been converting since November. Magna's balance is not the full $1.4 million.
It really depends on how one defines the word "majority" of debt reduced. IMHO, majority is more than half and the debt reduction includes notes belonging to Magna/Hanover because those notes bear no restrictions beyond holding rules under Rule 144 hence Magna has been converting since November 2014 alongside other holders.
But that Magna's side letter states that they are subject to the 9.99% ownership threshold as long as the share price is below 1c, the pace of Magna dilution has been slow HOWEVER with the O/S growing, we can anticipate Magna to be a bit more aggressive as per tranche, they can convert more $$. It would be nice if the company can give the balance owed on the Magna notes as it cannot be determined from the filings other than the total $$ of loan taken.
What we're looking at on the CDs is about $700K remaining, 1/2 of which will go through January and the other in February and then some from Magna undoubtedly which would completely eliminate all convertibles by the end of March 2015, hence the statement made by the Company is very believable. They are close.
$VPOR
One of the shows is for MJ - MJ360.TV. $DIDG has Movie and Music Network (movieandmusicnetwork.com). I'm gonna try it.
$DIDG is great because it has a very nice S/S and practically no toxic debt and their overall debt structure is really very clean. Then you have the media mogul Stuart Subotnick and actor Charlie Sheen who are financing the company via loans, and on top of this Subotnick purchased shares at 4c for a total of 10 million shares = $400,000. Then the CEO purchased 14 million shares at 2.6c. That is some cash to outlay which they've reported and are holding.
Take a look and let me know what you think.
p.s. I will have some info on $SAMP for you if you're interested.
Ciao for now
Congrats on $SAMP. Take a look at my $DIDG DD here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=109721807
I did a full book review on $DIDG this morning and it has one of the cleanest books I've seen on a fully reporting sub-penny MJ sector play in a long time. Much of the bigger debt on $DIDG should be considered long-term convertible because the conversion price starts at 2.6c and above.
The derivatives in $DIDG's books relate to the warrant options that were embedded in their primary lender Coventry's notes which convert at 8c. The warrants will most likely cancel out and the books will be adjusted accordingly removing the derivative liability entirely for the warrants.
If I take out some of these features and look at each note, $DIDG basically has no toxic debt and it has not taken on any new debt since its last 10Q.
Insider ownership -- although the company has filed a S-8, insiders actually purchased 10's of millions of shares at 2.6c - 4c. These were not gifted to them which speaks volumes because we're looking at insider purchases totaling close to $1 million.
A/S 950MM
O/S ~400MM estimated
0011 -- crazy, dirt cheap
Big names in entertainment biz backing the company.
How has the experience been for you? $50 seems like nothing.
$DIDG's books are spanking clean. Don't let others tell you otherwise.
Noteholders who could convert at these basement prices already converted and sold. Those who haven't converted aren't converting because they convert much higher or the small notes (2 of them) haven't met the 180 day holding rule. Bottom line, there is no dilution on $DIDG for some time hence traders that sold tripzzzz sold too early.
Thanks for the link to the DD -- looks awesome. $DIDG was trading in pennies in October 2014 and judging by the CD schedule, one small note caused this price tumble. $DIDG should correct soon. Nothing has really changed and even the A/S change is not significant enough to keep DIDG down here.
I am a buyer.
Look at the December volume activity on $DIDG. This is one lender who got really lucky with a zzz conversion on a $25,000 note. This is Gel Properties represented by MM BKRT on L2. This one is done, though.
When a stock reaches 0,0002 or 0,0001, it increases risks to noteholders so no lender would want to see a 0,0001 conversion because it inherently means there are some serious business problems. Who wants to hold a boatload of shares that he can't blow out of? Smarter lenders would just hold the debt unconverted and wait for a R/S or something.
On $DIDG, most of the bigger lenders convert much higher here - at 2.6c and one at 8c. This is why the notes are sitting in the books unconverted. The "other convertibles" from 2013 fall under this category as well. The derivatives in the books are for the warrant features that were embedded in some of the bigger notes like Coventry. If the warrants are not exercised, they'd reverse out. I have not commented on the derivatives for now because I feel the warrants will cancel out. The part that are represented for discounts on shares issuable to lender in case of sub-par conversion could also reverse out because $DIDG should not be trading down here.
$DIDG surprisingly does not have the level of "toxic" debt that we'd normally see on an issuer that was trading in tripz not too long ago. Even Asher Enterprises converted much higher and didn't get 100's of milllions of shares like it'd normally get.
Once the market figures out what $DIDG has and who is backing it, the price will correct up.
$DIDG - VERY INTERESTING DEBT STRUCTURE >>> MUST READ
First of all, I can tell you that $DIDG's L2 is fairly clean now that BKRT sold and split. It was mostly retail action, EOD.
You and I both know that the O/S is not ~208 million, that is an old number as of November 10, 2014. The new O/S is probably closer to 400 million now. A/S is 950 million according to Nevada state filing which is really very small. We also know that there are plenty of issuers with A/S at 3 billion that trade near a penny or more, so the size of A/S is a non-issue, IMHO.
Here is $DIDG's debt structure which looks very interesting (info as of the last 10Q). What I can observe from them is $DIDG really does not have the level of "toxic" debt going forward. I have outlined below for all to review so you can all decide for yourself:
Coventry Capital, LLC Notes - $856,510 due January 2018
These notes were amended with a fixed conversion price of 8c per share then assigned or sold. One part for $150,000 was converted for 4 million shares.
Stuart Subotnick Notes - $297,000 due November 2013
These notes were also rewritten and they convert at a fixed price of 2.61c per share or 9.9 million shares. This is the agreement. The Company is currently in default of this note. I personally don't think Mr. Subotnick is going to come after $DIDG for this money or cause problems. LOL.
You certainly know who Stuart Subotnick is, right? Google Metromedia Company, Inc., he was CEO and President.
Charlie Sheen - $150,000 due April 10, 2013.
On April 16, 2013, the Company executed a Promissory Note (the “Promissory Note”) in favor of celebrity actor, Charlie Sheen, pursuant to which Charlie Sheen has loaned the Company $150,000. Under the terms of the Promissory Note, the principal accrues interest at the rate of 6% per annum and is due and payable on April 10, 2015, with interest only payments of $750 per month to commence on November 1, 2013. During the prior year, the Company borrowed an additional $360,000 from Mr. Sheen under the same terms as the Promissory Note.
This is a promissory note, not a convertible note.
Tonaquint Convertible note 253,909 due 17 month from September 30, 2014
During the nine months ended September 30, 2014, Tonaquint and the Company agreed to cancel the Warrant in exchange for the issuance of a convertible note totaling $285,000. The Note accrues interest at the rate of 8% per annum; is due and payable 17 months after the date of issuance; and may be converted by Tonaquint at any time into shares of Company common stock at a conversion price equal to 90% of the market price (as determined in the Note) calculated at the time of conversion. The Note also contains certain representations, warranties, covenants and events of default. In connection therewith, the Company recorded as loss on the exchange in the amount of $259,000. The note was recorded at approximately $27,000 with the balance allocated to conversion features classified as a derivative liability, in the amount of $258,000. During the nine months ended September 30, 2014, Tonaquint converted approximately $41,000 of the principal balance of this note into 1,614,402 shares of the Company's common stock. The Company has reserved a total of 108,250,000 shares in connection with these Notes, 23,954,543 of which have been issued leaving a balance of 84,295,457 reserved shares.
Based on the O/S increase from what had been stated on the balance sheet as of September 30th and what had been updated as of November 10, these 84,295,457 shares were mostly likely issued as well. I believe this note is DONE.
Vista Capital Investments - $47,034 issued September 26, 2014 due in one year
This note was initially written on May 7, 2014 for $150,000. However, Vista funded only one part for $50,000 initially, and the other part that now remains is the second $50,000 funded on September 26, 2014. On this basis, the balance of this note cannot convert until end of March, 2015 .
LG Capital Funding - $82,028
On March 4, 2014, May 9, 2014, June 24, 2014, and August 12, 2014, the Company entered into Convertible Promissory Notes with LG in the original principal amounts of $32,000, $26,500, $36,750, and $47,250, respectively, less discounts and fees (the “Notes”). During the nine months ended September 30, 2014, LG converted a total balance of note principal and accrued interest of $67,925 into 8,541,191 shares of the Company's common stock. The Company has reserved a total of 51,945,000 shares in connection with this Note, 7,782,252 of which have been issued leaving a balance of 44,162,748 reserved shares.
The March and May notes have been converted and the June note most likely converted during December 2014! August 12, 2014 cannot convert yet.
The balance due LG Capital is $47,250 then -- this is nothing.
Union Capital - $43,792
On July 28, 2014, the Company issued an additional convertible promissory note in the principal balance of $40,000, less discounts and fees. A small note convertible at the end of January 2015.
Gel Properties - ~$25,000 >>> THIS IS OUR SELLER MM BKRT!
On December 10, 2013, the Company entered into Securities Purchase Agreement with Gel Properties, Inc. (“Gel”) pursuant to which the Company issued two convertible promissory notes in the aggregate principal amount of $50,000 (the “Notes”), pursuant to which Gel funded $25,000 at that date and an additional $25,000 on June 11, 2014, less discounts and fees.
Based on conversion terms, it is this little note that generated the huge buying opportunity on $DIDG! Gel Properties probably received around 80 million shares for this tiny note and was the one selling since end of December 2014 to date! This party got lucky and got sub-par conversion but this one, too, is DONE.
Other Convertible Notes Payable - $378,345
Not including notes described above, the Company has entered into notes with balances as of September 30, 2014 of $378,345, net of discounts and fees. These notes consist primarily of convertible notes, with interest rates between 6%-10% and maturity dates between June 30, 2014 and June 24, 2015.
http://www.sec.gov/Archives/edgar/data/1379699/000107878214002006/f10q093014_10q.htm
BKRT heard me. LOL. $DIDG looking good here.
Looks like MM BKRT is almost done whacking bids from the top. $DIDG should run once it clears 0015. PH should be interesting.
BB is on watch for this one -- looks nice. Solid accumulation despite the dumb bid whacks.
See you soon, Papa Bear!
This is why I had commented in my post last week to monitor the O/S to make sure the A/S is adequate. A/S increase was inevitable here. The increase "considered" is not as onerous as it appears. ECIG's anticipated revenues can handle the proposed new A/S without adjusting BV aggressively downward however this is something only time will reveal. I don't think a R/S would help anyone's cause.
A/S increase on $ECIG should surprise no one because of the rate of dilution since December 2014 to date. This looks like it could be one or the other -- to reverse the stock to facilitate the rest of conversions coming or to increase the A/S for the same purpose.
I do not believe this corporate action is being considered to uplist to the big boards.
I believe an increase in A/S would be best for ECIG and shareholders--it has been anticipated.
Good luck all.
Hi Jaylin, on this particular one that you've referenced, you have to apply the numerator/denominator formula to assess the likelihood of this group of secured lenders converting. IMVHO, conversion terms and the total value of $$ outstanding does not seem to fit the profile of this lender. Again, it is my studied opinion so take it with a grain of salt.
There is a lot of manipulation on L2 and it also appears that yesterday's PR was designed to facilitate light conversion. Of course, I'd always like to see people get in to a stock as low as possible. I can tell you that today's L2 on ECIG is relatively clean and the stock is poised to move up ahead of what I believe will be an update next week -- be it positive or negative.
It is a good idea to minimize your downside by trying for 1c but sometimes, the stock doesn't go there and 6.4 is like the 1c...
Good luck either way and happy new year!
They'll get it done. The longer management doesn't speak though, it's not servicing shareholders or their confidence well. I'm thinking at the latest by next Tuesday, they have to either file something or provide a corporate update. GL all on $ECIG.
There are some immediate challenges facing $ECIG as a company and this should not be ignored. These are real business challenges that come with trying to grow a company through acquisitions and organically. Then there is what--to me--looks like illegal arbitrage by a lender or two who are leaning on the stock to obtain more shares per conversion. It happens.
Once we see some transparency from this management presenting a game plan about what they're doing with the loans that are coming due this/next week, $ECIG's share price should adjust accordingly.
The 15% senior secured convertible notes will not convert. Why would a secured lender forego its secured interest and convert its notes under the terms given? If this lender converted, its conversion price is $1.98 per share IF O/S is 200 million. Does it make sense for this lender to convert when the rest of the notes held among all lenders have been subordinated to these folks?
Jan 7th, 14th and 31st notes will most likely be rewritten, hence the last 8-K to raise an additional $1 million for penalties and restructuring charges for these notes. These are the LAST of notes that would convert, and most likely will not convert at all.
It looks like the 6% senior convertible note holders could convert -- the August 20th tranche which would come up for conversion around last week of February 2015.
Please kindly re-read the last 10Q, page 34 as you have referenced and see if my comments make sense.
http://www.sec.gov/Archives/edgar/data/1398702/000135448814005945/ecig_10q.htm
$ECIG
Who DD'd correctly about $VPOR's debt structure? I said at least half of VPOR's debt seems to have been eliminated alongside a very conservative outlook on what the Company could achieve on the revenue side.
Straight from the Press Release, peeps. The Company stated that the majority of its long term debt has been reduced which is more than half, right?
HOLY MEGA NEWS ON $VPOR -- >>> JUST THE START!
You need to hit it. $ECIG is going ahead of corporate update.
$VPOR -- LET'S GO!!!
Looks like we could break VNDM here today -- at 0038 showing 50K. This could be it. $VPOR.
Keep an eye on this closer now and get ready to hit it.
$VPOR! $VPOR! $VPOR!
Rotate a few out of your position but get ready to push for the big RIP coming here on $VPOR!
Don't get spooked by the V's on offer. They are benign sellers, friendlies to VPOR.
Happy New Year, all!
This is my official call for $VPOR here.
Load and sit tight!
810K mark out. NITE seller 0031 needs to back off and let VFIN finish!
900K more shares to go on VFIN. Let's go $VPOR!
POUNDING THE TABLE ON $VPOR NOW!
VFIN has about 1 million share left here. Short term traders have split and taken losses!
I'd get on bid here, folks.
"Default" should not be understood as the end of the world. It happens, they are real business issues that ECIG has to deal with. If loans are not paid on the date they're due, they go into "default" and that is what I was referring to. This would not be the first time that ECIG defaulted on an agreement. In a prior filing, they paid penalties as well and this will be no different. There are fees and penalties associated with restructuring notes and I believe this is what the $1MM mentioned in the last 8-K refers to.
These are simply formalities. Yes, notes can be rewritten prior to coming due but I think noteholders will force a default to get more favorable terms on the new notes.
Should you see the filings to this effect, don't get spooked or shaken out because MMs and shorts will take the opportunity to really mess with the stock. It will get bad briefly then get better--this is what I see.
Good luck!
Hi Janice, happy holidays! I'm visiting the $ECIG board to give my assessment of the 8-K that was released.
It appears that this loan for net $1 million was very much needed--and yes, a desperate and shameful one nonetheless--because the January senior secured notes come due next month. The total due by the end of January is $11,325,000. Looking at ECIG's cash burn rate and cash flow together, it looks doubtful that the Company will be able to satisfy repayment of these notes, and what looks to be the most likely scenario is default which will trigger cross defaults.
As bad as this may sound, this $1 million looks to be the needed penalty and restructuring fees associated with rewriting these January 2014 notes. What this means is that on a very short term basis, ECIG long holders should expect yet another 8-K reporting default which could put more downward pressure on the stock price. I am anticipating this particular 8-K to hit during the first week of January but no later than the second week.
I was not able to run ECIG's true DSO on A/R but since they do business with bigger retailers, I will go on record and say that 4th quarter revenues and A/R thereof won't liquidate until late 1st quarter 2015 which could explain why this new note was taken--looks to be an emergency measure.
The most important factors to monitor on ECIG remain as follows:
1. Topline revenues: is $50MM per quarter realizable?
2. If 4th Q revenues realized were indeed $50 million and this were a realizable quarterly metric, debt certainly can be restructured but doing so has costs associated with it (penalties and restructuring costs above).
3. Rate of dilution -- some dilution should always be expected but O/S must be monitored weekly to make sure the A/S is adequate and can cover debt to equity conversion. I am still of the opinion that even if the A/S tripled and O/S doubled, there is value in $ECIG that should not be ignored as long as the anticipated revenue growth can be realized--this is what it will all come down to.
I also think that due to the depressed price of its common stock, ECIG's ability to raise capital now is a bit challenged so it really must step up to grow organically as growth through acquisition for now is sorta out of the question.
Depends on where O/S stands. The simple point to keep in mind is this: $VPOR is in a sector that is expected to grow exponentially. Although I do not consider VPOR a MJ player at this point, there is space for a player like $VPOR as evidenced by the private labeling deal PR. This means we have to do some "guess work" on the type of PE we'd assign to VPOR. Does it belong in the e-cig market or do we give a PE for MJ? Either way, VPOR is deserving of a bigger PE. I assigned it a conservative 20 PE for now.
There is doubt and concern about the O/S growing, and it is a legitimate concern but there are plenty of issuers with O/S over 3 B shares that are trading well above 3c and that market capitalization is due to how the market is looking forward at the growth prospect which I am in agreement with.
Exactly. That's why even a lil company like PLKD has SEC attorneys who go over their PRs.