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5 Minute Insure - Coming Soon pic.twitter.com/OIplThkhVo
— 5 Minute Insure (@5_Minute_Insure) June 7, 2021
Thanks for your reply. I know the forthcoming situation with the SEC/Finra. I only played it. Bought low and sold high. Thanks for posting it.
Thanks for reply.
Anyone know why it is moving today? TY
FT. LAUDERDALE, FL / ACCESSWIRE / June 4, 2021 / Cardiff Lexington Corporation (OTC PINK:CDIX) and Nova Ortho and Spine, LLC in Ft. Pierce, FL announced today that Cardiff Lexington has acquired Nova Ortho and Spine as a wholly-owned subsidiary of Cardiff Lexington. This acquisition serves as the initial foundation for Cardiff Lexington's HealthCare Division and is the cumulation of many months of negotiations by Management and Board of Directors to acquire the ideal partner as the keystone to build upon in order to implement the Company's growth strategies within the healthcare sector.
Nova Ortho and Spine, LLC, its management, and employees are committed to the continued growth and expansion of the Company throughout Florida and neighboring states. No operational changes are planned, and current ownership will remain in place under a ten (10) year Management Agreement. The subsidiary will serve as an acquisition platform to integrate complementary healthcare service providers in neighboring markets and ancillary service providers (chiropractic, physical therapy, imaging, etc.) as we meet rapidly expanding opportunities.
The transaction was a stock purchase that included all assets of Nova Ortho and Spine, LLC. Sellers received a cash payment in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) and were issued 894,834 shares of Series J Preferred Stock of the Company with an aggregate stated value equal to Three Million Five Hundred Seventy-Nine Thousand Three Hundred and Thirty-Four Dollars ($3,579,334.00) for a total transaction of six million seventy-nine thousand and three Hundred and Thirty-Four Dollars $6,079,334.00). The parties further agreed to performance based contingent supplement payment to Sellers in 2022 should one year from the closing date the Company's trailing twelve months minimum Pre-Tax Net Income exceed One Million Nine Hundred Seventy-Nine Thousand Three Hundred Twenty Dollars ($1,979,320.00), the "Milestone", which in that event would cause the issuance to Sellers of 818,750 additional shares of Preferred J Stock, with an aggregate stated value equal to Three Million Two Hundred Seventy-Five Thousand Dollars ($3,275,000.00). All Preferred J shares issued to Sellers are subject to a 5-year Lock Up / Leak Out Agreement.
Leonite Capital and an affiliated institutional investor provided a capital investment into Cardiff Lexington Series N Preferred Stock of Three Million Four Hundred Seventy-Two Thousand Two Hundred and Twenty-Two Dollars ($3,472,222.00) which facilitated Cardiff Lexington's cash payment portion of the acquisition to the Sellers.
They released their first quarter on May 13.
Thu, June 3, 2021, 9:05 AM
GTHP
+8.54%
Guided Therapeutics, Inc. or the "Company" (OTCQB: GTHP), the maker of a rapid and painless testing platform based on its patented biophotonic technology, announced today that it has raised an additional US $1.13 million under the terms of a 3-year convertible debenture. The proceeds are intended to pay off an existing convertible note that matures at the end of 2021. The convertible note that is being repaid included a highly dilutive discounted variable conversion mechanism based on the trading price of our common stock over the term of the note. In contrast, the new debenture has a fixed conversion price of $0.50. As a result, if converted, the new debenture will result in significantly less dilution than that produced by the retired note. Aspen Capital and Fieldhouse Capital Management advised the company for this financing.
Additionally, the new debenture will automatically convert into the securities issued in a subsequent financing if that financing is undertaken in connection with an uplisting to Nasdaq.
"Over the past two years, we have made considerable progress in reducing our liabilities and increasing our assets. We believe that these efforts put us in a strong position to obtain a Nasdaq listing for our common stock this year" said Gene Cartwright, CEO of Guided Therapeutics. "Additionally, we are pleased with recent progress toward regulatory approvals of our products in the US and China that continue to improve the Company’s future prospects".
Agreed.
Form 4 filed with the SEC
VANCOUVER, BC, June 1, 2021 /CNW/ - Choom Holdings Inc. ("Choom" or the "Company") (CSE: CHOO) (OTCQB: CHOOF), a fast-expanding Canadian retail cannabis Company is pleased to report its financial and operating results for Q3 2021, ending March 31, 2021.
Q3 Financial Highlights:
Q3 2021 Revenue of $5.10M
Q3 2021 Gross Margin of 37.85%
Q3 2021 General and Administrative of $0.90M or 17.69% of revenue
Q3 2021 Salary and Wages of $0.95M or 18.54% of revenue
Q3 2021 Adjusted EBITDA1 of $0.05M or 0.92% of revenue
Year to Date (9 months ending March 31, 2021) Financial Highlights:
YTD Revenue of $17.17M
YTD Gross Margin of 36.49%
YTD General and Administrative of $2.67M or 15.52% of revenue
YTD Salary and Wages of $3.10M or 18.05% of revenue
YTD Adjusted EBITDA1 of $0.30M or 1.73% of revenue
"I am pleased with the Q3 performance and the growth for the quarter" says Choom CEO, Corey Gillon "Despite the increased COVID-19 restrictions and this traditionally being a slower season in cannabis retail, we continued to see strong year-over-year growth, coupled with high customer demand. The business optimization continued with a record setting quarter for margins, and ongoing improvement across key expense lines".
Fiscal 2021 Strategic Pillars:
Finance: Maximizing profitable sales through responsible new store growth and optimization of the existing business.
Brand: Propelling the Choom story and unifying the in-store and online experience.
Culture: Enabling and rewarding a culture of high performance.
Operations: Investing and building best in class retail infrastructure.
Q3 Operational Highlights:
Finance:
Choom's momentum continues with its year-over-year sales increase, rightsizing of expenditures, improving margins, and operational efficiencies through its centralized business model. During the quarter, the brand strengthened its balance sheet with a $1.95M private placement. Proceeds are now being used for general working capital purposes as well as new store growth.
Subsequent to the quarter, and as announced by the Company on March 25, 2021, the Company entered into an engagement letter with Canaccord Genuity Corp. in connection with a proposed public offering (the "Offering") of units of the Company for a minimum aggregate gross proceeds of $3.5 million and up to maximum aggregate gross proceeds of $5.0 million. Concurrently, the Company entered into a series of agreements with existing debenture holders to restructure its debt (collectively, the "Restructuring"). The Restructuring is conditional upon, among other things, the receipt of all requisite regulatory approvals and the completion of the Offering. If completed, the Offering and the Restructuring will significantly improve Choom's balance sheet and are expected to be critical milestones to accelerate growth.
Highlights of the Restructuring include:
Aurora Debenture 5
Current State
Future State
Principal
$20,000,000
$6,000,000
Interest Rate
6.5%
7.0%
Interest Due Date 2
Annually
Maturity
Maturity Date
November 2022
December 2024
Restructuring Fee 3
N/A
1.25%
Aurora Ownership % 4
3.0%
19.9%
December 2019 Debenture 5
Current State
Future State
Principal
$4,100,000
$4,100,000
Interest Rate
10%
10%
Interest Due Date
Bi-annually
Bi-annually
Maturity Date
December 2021
December 2024
"In the past year Choom has been focused on building strong foundational infrastructure" says Choom CEO, Corey Gillon "Upon joining the organization, I initiated a full assessment of the business, developed a new strategy, organizational structure and hired the right people capable of building a best-in-class retailer. I am proud of the strides this team has made in many areas, including our most recent announcement of debt restructuring and concurrent capital raise. This significantly improves our balance sheet and is a critical milestone to accelerate growth".
Brand:
Choom ecommerce sales increased 137% in Q3 vs. Q2 with the brand's new proprietary ecommerce platform now fully integrated. Brand continues to realize the value of its in-house digital agency, PlatformWD, which was acquired in 2020. Choom's elevated retail attributes have now been applied to the new ecommerce platform.
Development of Choom Plus, the brand's new digital loyalty program is now well underway. The aim of the program is to attract, engage, connect, and retain loyal Choom members through promotional and other value-added programs. The Choom Plus program will enable the optimization of its current database, whilst exponentially growing it through the acquisition of new subscribers to the program.
Culture:
Choom's Retail and Store Support Center continue to attract, retain, and enable top talent, dedicated to the success of the Company. With the ongoing pandemic, which included store closures and capacity limitations, Choom's Senior Management Team voluntarily took a temporary pay reduction throughout Q3, supporting the future success of the Company.
Operations:
During the quarter there were increased COVID-19 related restrictions in Alberta and Ontario. Choom's 12 Alberta locations saw in-store capacity reduced to as low as 15%. Choom's Niagara location was open for in-store purchases only 44 of the 90 calendar days in the quarter, reducing the location to curbside pick-up and delivery only. Throughout the continued time of uncertainty, Choom remained committed to ensuring safety in all its locations.
Choom opened its second Vancouver location, in the heart of trendy Yaletown in late January 2021. The location has seen continued growth in the months since its opening and Choom is optimistic that the location will be amongst the brand's top performers.
In March of the quarter, Choom broke ground on it first Toronto flagship location in Liberty Village. With construction 90% complete, a summer opening is expected. Choom's Hamilton location is next in the pipeline. With its building permit secured, construction for the location is currently out for tender.
9:18 AM (22 minutes ago)
That is impossible. There are only 10.9 million shares outstanding. I have shared the breakdown of the insider ownership previously. So even if you don’t include the non-affiliated restricted shares the float is not even close to what he represents below. If you look at the SEC filings, it shows that insiders, which are NOT part of the float, had 1,169,870 shares at December 31, 2020. You can add to that the shares Mr. Beyman received upon conversion of the debt and preferred, which totals 4,578,263 shares.
David
This is his previous email regarding the SS.
David Waldman
Thu, May 20, 10:54 AM (7 days ago)
to me
Hi Shana,
The 10Q clearly states 10.9 million shares as of May 11, 2021.
If you look at the SEC filings, it shows that insiders, which are NOT part of the float, had 1,169,870 shares at December 31, 2020. You can add to that the shares Mr. Beyman received upon conversion of the debt and preferred, which totals 4,578,263 shares.
In addition, many of the current shareholders still have shares in certificate form, which have restricted legends on them. The Company has disclosed that when you add these to the insider shares, there are just over 3M shares in the float excluding restricted shares. I have personally reviewed the documents from vstock and can confirm this is in fact the case.
Its also important to note that with trading algorithms, day traders, etc., it is not uncommon for companies to trade many times their float and even multiples of their market cap.
David
This will most likely be my last communication on board regarding the SS, unless something changes. Each shareholder can decided for themselves what they want to believe. I strongly believe that the company is telling the truth.
That is incorrect. Don't know where you got your information from as there is no link attached.
A good and thorough DD will prove that you are wrong.
Bull, I respect your views, although many times we may not end up agreeing. But I really don't get why you have a problem with the paragraph that you quote.
The original PR stated clearly, as you highlighted, that due diligence is"well underway".
Doesn't that imply that in the coming weeks and months things could surface that might derail the purchase?
So if it is now announced that indeed, after "extensive due diligence", the deal was taken off the table, what is wrong with that? Should they have ignored whatever eventually surfaced, just to make good on the PR? That's obviously ridiculous, and I'm sure you agree.
PR out
You are welcome. Hope all is well.
News out
QaB2i Member Level Tuesday, 05/11/21 04:47:22 PM
IMO the RE was promotional fantasy, the Insurance is audited fodder to fill a shell, the NASDAQ listing will eventually be used as something to sell in a merger and the secondary offering was to line the pockets of the guy behind the curtains.
All my opinion of course.
https://finance.yahoo.com/news/standard-vape-closes-rto-fast-131000550.html
STANDARD VAPE CLOSES ON RTO WITH FAST FINANCE HOLDING
LOCUST VALLEY, NY / ACCESSWIRE / May 12, 2021 / Standard Vape Corporation (OTC PINK:SVAP); "SVAP" or "Standard Vape" announces today the closing of a reverse takeover resulting in a change of control, divestures of two existing subsidiaries, the acquisitions of two new subsidiaries and a change in the business focus of the Company to financial technology.
Effective at the close of business on Monday, May 10, 2021, Standard Vape acquired FF24 Merchant Services GmbH and FF24 Ventures GmbH, two private limited companies organized under German law which were hitherto wholly-owned subsidiaries of Fast Finance 24 Holding AG ("FF24 Holding"). FF24 Holding, a public corporation traded on the Frankfurt Stock Exchange and Xetra (symbol: FF24) in Germany, has thus become the new controlling shareholder of SVAP by virtue of the issue to it of 100,000 shares of the Class D Convertible Voting Preferred Stock ("Class D") of SVAP as consideration for the sale to the latter of FF24 Merchant Services GmbH, which trades as ff24Payments, and FF24 Ventures GmbH, trading as ff24Pay. Each Class D preferred share entitles the holder to exercise 12,416 votes, along with convertibility into this number of common shares.
Mr. Daniel Fisher and Ms. Elizabeth Ehrlich Kellogg, the recently appointed interim directors of SVAP, resigned at closing and were replaced by Mr. Armin Dartsch, who is the Chairman of Fast Finance Holding's Supervisory Board and a practising lawyer, will also become the Company Secretary. SVAP's long-serving President, Mr. John F. Fruhmann, also resigned and was replaced by Mr. Andreas Garke, CEO and co-founder of FF24 Holding. The Chief Financial and Accounting Officer will be Mr. Sayed Iqbal. More information concerning the new management appears below.
As part of the transaction, Nano Vape Corporation is being returned to its shareholders prior to its acquisition by Standard Vape in 2018, along with certain liabilities owed to Melvin Ehrlich and to a patent law firm totaling $106,107. Those shareholders will retain ten percent (10%) of their former holdings in SVAP. The balance of their common stock has been returned to SVAP and cancelled, resulting in the new issued and outstanding common share capital now totaling 138,256,970 shares of common stock (previously outstanding: 463,424,470). The issued and outstanding common stock figure of 138,256,970 shares includes 5,889,463 shares issued to eliminate debts of $312,473.17 as a term of the Stock Exchange Agreement entered into on March 5, 2021 between FF24 Holding and SVAP. In addition, SVAP will be spinning off its Neo Virucide, Inc. subsidiary to shareholders of record as of March 5, 2021. The costs of these two transactions will be borne by the Nano Vape Corporation and Neo Virucide, Inc. shareholders respectively.