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Yes, one may never know the outcome of future events with certainty. However, one may weigh events and from them calculate the probability of an outcome. There is a huge difference between, "theoretically not impossible" and "quite likely".
Caerus, you said, "and theres no way to conclude Sandell has sold anything. the notes MAY have been bought by Shriong..." [sic]
I refer you to the 8k, the portion you referred to as "the extra part":
"As referenced in its Schedule 13G filed with the Commission on July 5, 2011, CCE has acquired ALL of the Company’s outstanding senior notes, including, but not limited to, the 2006, 2007 and 2008 senior notes. On July 6, 2011, CCE provided the Company notice of default under the senior notes, declaring all amounts thereunder due and payable in full, and of CCE’s intent to exercise its rights and remedies against our assets, including possibly foreclosing on all of our assets." [Emphasis added]
I do believe that proves unequivocally that Sandell DID sell. Again, as I stated previously, It would not make sense for Sandell to sell the notes to someone who immediately foreclosed and still hold any shares.
Another day, another 15% drop.
Might end the week under 0.003
It doesn't make sense for Sandell to sell the notes to someone who immediately foreclosed and still hold shares, but of course you are free to "believe" whatever you wish.
Since the sale did not occur until July, does it really make any difference?
It was FILED in Feb. If you read it, you will see the following:
December 31, 2010
(Date of Event which Requires Filing of this Statement)
Doesn't matter though as he sold out to Dr. Shiong
Chuck Kenworthy is Dr. Shiong's business manager/lawyer. They have a fairly long prior relationship.
TW's shares are restricted, although the restriction may not apply once his position is terminated. The point may be rendered moot by the stock price though.
Dr. Shiong only owned 947,810 shares after the purchase of the notes (you really do need to read and understand the ownership footnote). He put the company in default the next day so it is doubtful he added anyshares through conversion.
If his business manager was smart, he dumped the shares he got from Sandell when the stock price popped up to 8 cents.
Sandell is no longer in the picture in any significant way after selling his interest to Dr. Shiong.
That 13G is from Dec 2010. The "Private Placement" is from July 2010. That note ($176k) was probably packaged with the others in the deal with Dr. Shiong.
The shareholders were screwed before Dr. Shiong came along. He just sifted the ashes of an already dead company.
If Sandell hadn't sold notes (and with them the rights to the IP) to Dr. Shiong, he would have sold them to someone else or forclosed himself. Dr. Shiong was just the highest bidder.
Another day, another 35% drop.
Doesn't look too safe to me. Easy to get in, harder to get out.
I wouldn't bet on it.
There hasn't been much buying interest in a while and there's no real reason to think that will change.
Final plunge?
Looks like she's going down for the count!
Another day, another 20% drop.
Volume dropping. I think traders are dropping this from their programs. I believe it's at the point where technical indicators no longer matter.
Well, buying/holding it wasn't too smart, that's for sure.
Another day, another 10% drop.
Volume slowing. I thought today might bring a small technical bounce but no one was much interested in buying. I think more people are starting to realize the facts.
Once the technical oversold indication is cleared up, this could take a sharp plunge. I wouldn't be completely surprised if the technical indicators were ignored as more traders eliminate this from their programs.
There seems to be a number of people who do not fully understand the meaning of the last 8k. Perhaps if we break it down a little and examine things more closely, we van shed a little light on the subject.
The Company granted CCE an exclusive, worldwide, perpetual, irrevocable, fully paid, transferrable and sublicensable right and license in and to all of the Company’s intellectual property, including, but not limited to, all of the Company’s registered patents and patent applications (the “IP License”). The IP License is exclusive even as to the Company, such that the Company no longer has any continuing rights in or to any of its intelectual property. The company did this for a one-time, lump-sum cash payment of $384,000".
This transaction accomplished multiple tasks.
1> It established a maximum value for the IP. The company basically sold the IP for $384,000. In actuality, the value is probably a little less as the costs of maintaining the IP would remain with the company.
2> It removed that intangible asset from the equation in determining how much the total assets of the company were worth when applied against the foreclosure.
3> It precludes possible legal challenges to the use of the IP prior to finalization of foreclosure.
4> It provides the money to pay off junior creditors precluding possible nuisance lawsuits from suppliers.
5> It completely eliminated even the remote possibility of a "white knight" stepping in to save the company from foreclosure.
6> Finally, if there is anything left after paying off the suppliers and salaries, CCE gets to reclaim the "change" through foreclosure.
In the end, the company has no assets and still owes CCE more than $11 million.
It's not easy to just find some fool willing to pay off that debt for the "privilege" of inheriting the holders of 90,000,000 shares, most of whom would dump them in a flash if they could, If Tom couldn't sell a product that was supposedly faster, cheaper, more secure and just plain better than the competition, how do you expect him to do trying to sell a POS?
I think bruce may need a little help here. Can ANYONE please copy and paste the portion of the 8k that says RPTN is now free of its liabilities?
Anyone?
I did see where it said, "On July 6, 2011, CCE provided the Company notice of default under the senior notes, declaring all amounts thereunder due and payable in full, and of CCE’s intent to exercise its rights and remedies against our assets, including possibly foreclosing on all of our assets. In addition to the intellectual property already exclusively licensed to CCE pursuant to the IP License described in Items 1.01 and 2.01 of this Current Report, such a foreclosure or other exercise of remedies would likely cover our remaining inventory and any and all other assets of the Company."
Anyone at all?
Well, good, you admit, "the 8K says NOTHING about there being an interest in buying the shell."
Now, I'm wondering where the part that says they were relieved of their debt is. Again, I just can't find it. I thought the 8k said something like, "All of the Company’s 2006, 2007 and 2008 senior notes have fully matured and are payable in full upon the demand of the note holder. As of June 17, 2011, the aggregate balance of principal and accrued and unpaid interest under the 2006, 2007 and 2008 senior notes was approximately $11,420,551. Also as previously disclosed in the 2010 10-K and in certain other reports filed with the Commission, the 2007 and 2008 senior notes are secured by all of our assets."
If you could kindly point out the section that says they are relieved of their liabilities and they no longer owe any money, I'm sure we all would appreciate it.
As I said, the most likely use of a pink sheet company with no assets and substantial liabilities is to perpetrate (another?) SCAM. The likelihood that anyone buying RPTN shares would make any money is infinitesimal at this point.
There are "clean" shells available on the OTCBB and much better choices than RPTN in the pinks.
Funny! Could you please point out the part of the 8k that says someone is actually interested in buying this debt ridden pos?
For some reason, I thought it said something like, "It should be noted, however, that no progress with respect to a public shell transaction has been made as of the date of this Current Report and there can be no assurance that such a transaction will be consummated."
The fact of the matter is, the most likely use of a pink sheet company with no assets and substantial liabilities is to perpetrate (another?) SCAM. The likelihood that anyone buying RPTN shares would make any money is infinitesimal at this point.
There are "clean" shells available on the OTCBB and much better choices than RPTN in the pinks.
Why would anyone in their right mind want to merge, reverse or otherwise, with a company that has nothing to offer except a huge debt? Do you know of any companies that need to add to their debt with nothing in return?
THERE IT IS, A NEW LOW FOR THE DAY!
Heck, they could "accumulate" this thing down to 0.0050 or less if they're not careful.
Seriously, there is nothing I have seen to suggest that this stock will rise significantly. All indications are for a continuing decline. Anyone have any actual evidence to suggest the stock will recover?
HEADED TO A NEW LOW!
Looks like they are going to "accumulate it" down to a new low.
Patience is the KEY! In a loser stock, it's the key to losing your entire investment!
BID & ASK DROPPING! NO VOLUME! WHEEEEEEEEEEEEE!
Looks like a half hearted effort to push up the price failed. Not much between here and 0.005 when selling resumes. If you're not already out when the REAL selling starts, it will be too late. IMHO
Good luck....
Caerus, it seems as if you don't know what a "note" is.
A promissory note, commonly referred to as a just a "note", is a negotiable instrument, wherein one party (the maker or issuer) makes an unconditional promise in writing to pay a sum of money or other consideration to the other (the payee), either at a fixed or determinable future time or on demand of the payee, under specific terms. It is a debt instrument, a promise to repay a loan! Raptor never OWNED the notes, they ISSUED the notes to Sandell in return for loans. Sandell owned the notes. Dr. Shiong bought the notes from Sandell. Raptor owes the money to Dr. Shiong (CCE)!
Think of it this way. If you took out a mortgage (note) when you bought your house, you originally owed the money to Bank A. If Bank A sold your mortgage (note) to Bank B, you still owe the full amount of the mortgage, you just owe it to Bank B now.
I sure hope that if your bank sold your mortgage to another company, you didn't stop making payments on your house thinking they paid it off. You'll be in for a shock!
As far as the "extra part" that you say you know nothing about goes. You really should know about it. YOU were the one that called it an "extra part". LOL!
Soon-Shiong was NEVER an insider. That's why he's allowed to file an SC 13G. Insiders cannot file SC 13G. They have to file a different form. I think Derbyblood should speak for himself since he since he was the one that provided the information to the board than now seems to be false. I would just like to know the source of his information as I have been unable to locate any confirmation of what he said.
Actually, the 52 week low occured on May 24 @ 0.0054
What makes you think it will go higher?
No one has yet provided any clear reasoning as to why this stock should do anything special. It seems the best anyone can come up with is "this other stock, XYZ, did".
That reasoning would mean that ALL failed companies are really, really good investments. I'm pretty sure such is not the case.
Sometimes, with patience comes total loss, otherwise no one would ever lose.
BID THINNING OUT! NOT MUCH SUPPORT....
UNTIL THE .006s AND THAT'S THIN
NOT MUCH BETWEEN THAT AND ZERO....
BOUNCING LIKE A BRICK IN A POOL OF CHOCOLATE PUDDING!
At least I hope that's chocolate pudding, I'm not getting any closer to check.
Thought I'd try that out. Seems like that's the type of post that is acceptable on this board. LOL!
And what do they have in common with RPTN? Nothing except they were insolvent.....short term (RPTN's insolvency is not a short term problem)
Perhaps a better question would be, what do they have in common with each other that they don't with RPTN? They were able to reorganize and resolve their problems. They were still viable. RPTN cannot and is not. At least, there is nothing to suggest they can or could be. They have NO ASSETS, NO EMPLOYEES, NO IP so NO PRODUCT and they still have MAJOR LIABILITIES......
Or are you advocating investing in dying companies regardless of circumstances on the off chance? Seems like a silly way to lose money to me.
If that is not what you are suggesting, please explain to us your method of picking which companies you put your money into. Other than reading an article about companies that have come back from the grave, so to speak.
haha take a look at .... Oh, you can't! No symbols left for all the bankrupt companies that no longer exist. Many, many more companies just go away. There is absolutely nothing attractive about RPTN.
Using your logic, we should just go around and buy stock in ALL the failed companies because they are sure to skyrocket, right? Hey, yeah, put $500 in every insolvent company you can find and wait a year or so. You will probably be RICH, right?
Better start right now.... Let me know how it goes.
My alias might be new but I wasn't BORN yesterday! LOL
Funny! There have been people saying that same thing about this stock since it was over $2. The more thing change, the more they stay the same.
The company has no assets and a mountain of debt which they had no hope of paying off while they were in business. The debt is not settled so even if a miracle occured and some fool wanted to use them for a reverse merger, the new company would start out IN DEBT to Dr. Shiong!
If something like that were to happen, I'm sure the SEC would be all over that.
Oracle, the face value of the notes was $11 million+. Dr. Shiong probably paid nowhere near that as the notes themselves are bascally worthless, as you pointed out. No, the deal was done this way in order to preclude any chance of lawsuits being brought. That is also why the company was given money to pay off junior creditors.
Bottom line is, we may never know what Dr. Shiong paid and the deal was structured to eliminate the chance of any successful lawsuits being brought.
Investors were warned over and over by the company. Although, why they didn't say anything on the day of the deal is beyond me. It only costs $100 to file one if I'm not mistaken. Maybe Witenschlaeger and van Leyen were vacationing that week.
Finally, to the people complaining that this is a scam and they lost money. Who told you this would be a good buy? Certainly not the company. Certainly not me. Look around, perhaps you'll see.
Oracle, I believe you are correct for the most part.
Dr. Shiong evidently was interested in at least a part of the company's IP, as evidenced by the following:
"On July 5, 2011, Raptor Networks Technology, Inc. (the “Company”) entered into an agreement with California Capital Equity, LLC (“CCE”), dated effective as of July 1, 2011, whereby the Company granted CCE an exclusive, worldwide, perpetual, irrevocable, fully paid, transferrable and sublicensable right and license in and to all of the Company’s intellectual property, including, but not limited to, all of the Company’s registered patents and patent applications (the “IP License”). The IP License is exclusive even as to the Company, such that the Company no longer has any continuing rights in or to any of its intellectual property."
However, through the convertible notes, Sandell held a security interest in all of the company's assets. The convertible notes had matured and could be called at any time. If called, the company could not pay and would be in default. Sandell would then foreclose and posess the company's assets. The company could not dispose of any assets without Sandell's approval according to the loan agreements (you just can't up and sell the collateral you used to get the loan). So anyone wishing to buy the company's IP really had to satisfy Sandell.
What it took to satisfy Sandell was for Dr. Shiong to buy out Sandell, though probably at a discount. That is why and how Dr. Shiong became the note-holder. He was not investing in Raptor, as evidenced by wording in the "extra part" of the 8k:
"As referenced in its Schedule 13G filed with the Commission on July 5, 2011, CCE has acquired all of the Company’s outstanding senior notes, including, but not limited to, the 2006, 2007 and 2008 senior notes."
As he had no interest in trying to revive a dead company, Dr. Shiong called the notes and put the company in default, as evidenced by the following (also from the "extra part"):
" On July 6, 2011, CCE provided the Company notice of default under the senior notes, declaring all amounts thereunder due and payable in full, and of CCE’s intent to exercise its rights and remedies against our assets"
Defaulting on a loan does not clear the debt. There are only two ways to do that, pay it off or declare bankruptcy. How can Raptor pay off $11 million+?
I've noticed that several references have been made to "convertible shares", "convertible preferreds" and "convertible preferred shares". This is incorrect. The company never issued any convertible preferred shares or any other class of convertible share. What they did issue were notes, payable in cash but convertible at the note-holders discretion into shares at a discount to the market price.
One final thing. Dr. Shiong is deemed to have a beneficial interest in 9.6 million shares through the convertible notes and warrants which he could theoretically convert at any time. He actually only held 947,810 shares as a result of the acquisition from Sandell, as evidenced by the following:
"Notwithstanding the above, RA LLC owns (i) 947,810 shares of Common Stock, (ii) notes issued by the Issuer (“Notes”) convertible into 20,603,193 shares of Common Stock and (iii) warrants issued by the Issuer (“Warrants”) exercisable for 69,347,031 shares of Common Stock (all Notes and Warrants described above shall collectively be referred to herein as the “Convertible Securities”)."
"However, in accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the number of shares of Common Stock into which the Convertible Securities are convertible or exercisable, as applicable, are limited pursuant to the terms of the Convertible Securities to that number of shares of Common Stock which would result in RA LLC having aggregate beneficial ownership of 9.99% of the total issued and outstanding shares of Common Stock"
"The calculations in this Schedule 13G are based on the 88,080,979 shares of Common Stock outstanding"
You said, "a public shell has NO assets or liabilites"
Guess what? RPTN still has more than 11 milion liabilities!
Please point out the section that says their liabilities are wiped out! I just can't seem to find it anywhere. You are making a false assumption if you think their liabilities are gone.
And for your information, there are no "extra parts" in an SEC filing. Please find a link to the SEC reference about "extra parts". LOL
Why don't you just post some more about how thin the ask is? It makes more sense after all.
Also funny that no one answered the question about where the information about "insider accumulation" came from. Is it or is it not true?
Funny, I haven't seen any SEC filing on insiders "accumulating shares".
In fact, Thomson Reuters says there have been no insider purchases in the last 5 years.
OTCMarkets.com says no Insider information has been published via the OTC Disclosure & News Service for RPTN.
My brokerage research says, "Over the last five years there has not been an insider stock purchase at RPTN."
So where did you get YOUR "information"?
And cearus, see my post #361 which more plainly states the matter of the CCE and the notes. It seems you forgot to post that part of the 8k. I'm sure that was just an oversight on your part, not an attempt to hide information and mislead others.
"If you don't like it, don't buy any"
Very good advice. If you think any comment I made is really baseless or misleading, why don't you present a counter argument instead of just a personal attack?
What I posted is relevant and verifialble. Read the entire 8k and at least the notes and signature blocks of the 13G. Then come back and tell me where I lied OK?
At least I'm not posting mindless post after mindless post about how the BID IS THIN AND DROPPING! NOTHING AFTER IT DROPS THROUGH A PENNY!
Do you honestly think that is relevant?
First off, CCE IS Dr. Soon-Shiong. At least, he is listed as the SOLE MEMBER.
Second, why do you say he "got on board"? He bought the notes and foreclosed. How is that getting on board?
"As referenced in its Schedule 13G filed with the Commission on July 5, 2011, CCE has acquired all of the Company’s outstanding senior notes, including, but not limited to, the 2006, 2007 and 2008 senior notes. On July 6, 2011, CCE provided the Company notice of default under the senior notes, declaring all amounts thereunder due and payable in full, and of CCE’s intent to exercise its rights and remedies against our assets, including possibly foreclosing on all of our assets. In addition to the intellectual property already exclusively licensed to CCE pursuant to the IP License described in Items 1.01 and 2.01 of this Current Report, such a foreclosure or other exercise of remedies would likely cover our remaining inventory and any and all other assets of the Company."
Doesn't sound like "on board" to me.
By the way, there is nothing "misleading" about the above. It is the last part of the 8k. Dr. Soon-Shiong is listed as the SOLE MEMBER of CCE in the signature blocks of the 13G.
Check them if you don't believe me.
@Herb1 - I didn't say anyone here was mindless. I said the "blather and spam" was mindless. There was a short exchange just a little bit ago between rudyboy and marketraider that showed promise until marketraider just dismissed rudyboy's reasonable argument with, "standard disclaimer" nonsense.
A lot of people have lost a lot of money on this stock by dismissing the company's warnings as, "standard disclaimers". I firmly believe they are not lying when they say that no progress has been made and none might be. Especially in view of the asset encumberance which has not disappeared to my knowledge.
It appears that all the mindless blather and spam about the stock zooming up with no reason or content is OK and encouraged. Posts with facts that don't pump are promptly removed without apology.
I doubt this post will have a shelf life of more than a minute because it doesn't fit the "agenda". Even if it's not removed, it will probably be quickly covered with another hundred nonsense posts about the "incredible bid", "5 cents nexr", or some other non-factual fluff.
If that's the kind of "discussion" you want, I leave you to it.
Who else has moderator privileges?
Of course you don't because you arbitrarily removed my message. I have reported you to IH.
"what exactly do u think is being pumped here?"
Are you blind?
How much "potential" do you think a company whose entire current and possible FUTURE assets are encumbered? According to the 8k, the company has no assets and never can have any assets because CCE holds a first priority, perfected, security interest in ALL of the assets of the company.
Who would want a shell for which they would have to pay off more than $11 million in debt before they could use it? Dr. Shiong's acquisition of the company's assets did NOT wipe the slate clean.