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Dear Ziv,
Thank you for reaching out but it falls far short of what many of us were expecting.
Most of us do not need to be reminded that the deal that was done with DGF was toxic. Most of us knew that from the beginning.
The free-fall of the share price had more to do with mismanagement and broken promises, than with the DGF agreement. Given some positive news, and in particular the granting of a patent, it is mind boggling that confidence has eroded to the level that we can't even sustain a share price over a penny! Let me also suggest to you that if the company is not capable of injecting confidence in the company with what it has already achieved up to this point and combining it with a business plan that makes sense, then it does not deserve to be in business.
Implementing a R/S is not a business plan, and for that matter it solves absolutely nothing. For the reasons that I will explain below I also disagree 100% that somehow a reverse split will solve the DGF problem. IT WILL NOT!!!!
I categorically disagree with everything that you wrote and for sure I do not share your opinion.
Unless you were living under a rock over the past 10 days or so, almost everyone knew that there was NOT going to be a meeting today or anytime soon. I thought that there might have been a press release to that effect, but in retrospect why spend money that you don't have on a press release to say what should have already been obvious? The company has more pressing needs right now, such as the SEC filings and making shares available to DGF. But don't let your knickers twist into a knot if more time is needed and they agree to another extension.
The July 21 special meeting of shareholders will be postponed. Think about it, in order for it to have been valid State law requires a minimum of 10 days prior notice to its shareholders. Given the pandemic nobody is going to give the company a hard time.
The most pressing need for the company right now is to get its filing obligations in order before the end of the month. They have already filed Form 15. In the meantime all that will remain to satisfy DGF, kiss and makeup, is for the company to increase its number of Authorized shares. They don't need a meeting for that. Expect a press release on Monday.
Just to recap and summarize your thoughts in one sentence:
Funny I was reading his blog at the same time that you were posting it.
Check out KanaFem and see who the founders are. Somehow I think these three will play a prominent role in the future of OWC. I would include Dr. Baruch in the mix as well due to his ties with Ziv Turner and Jeffrey Low as well.
https://kanafem.wordpress.com/aboutus/
Your interpretation and recollection of events is so off the wall that I didn't even bother reading your complete post. You seem to forget that Ziv Turner left the company in the spring of 2017. It has also already been pointed out to you that he didn't like the direction that the company was taking at the time vis a vis bringing the product to market or wait. It was no secret that is what he wanted to do then, and apparently what he wants to do now.
Ziv Turner had nothing to do with DGF or David Sims or how the loan agreement was structured. As for the sweetheart deal settlement, it could have been sweeter if he had been repaid in cash. Also you seem to forget that the average price he was issued the shares at in December of 2019, roughly $0.015, was almost double from what they traded at just a month earlier, and even then they were not free trading common shares. A sweetheart would have made those shares available to him immediately so that he could have at least had the opportunity to sell them, if he had wanted to, during the run to the teens. Doesn't add up does it?
There is no such thing as a reasonable R/S without having the full picture and understanding why it's needed. The current share price needs to rise first.
As I posted numerous times before, the DGF conversion formula currently contains a minus $0.01. Meaning that whatever the R/S, you then have to multiply it to the $0.01. So if it's a 100 to 1, then the minus in the formula becomes $1.00. This requires serious negotiations and thought behind it. Let's see what is put in front of us first.
It should be noted that Ziv Turner was not the mastermind behind the DGF loan agreement. By April 2018 he was long gone from the company. MjMilo has already touched on some of the reasons why he left. Say what you will about Ziv but one thing is certain, he never had any need to go into hiding as far as his involvement with the company was concerned. He appears to be as passionate about the prospects of the company now, as he was in the early years. He deserves a chance to make his dreams for the company a reality.
I've reconsidered my position on publicly disclosing emails, that in most cases are too personal and, in any case, not relevant to the current situation. However I will disclose one paragraph from a June 30 email that I received from him.
I'm not sure that DGF is driving anything here. Remember that this was a joint (no pun intended) submission between them and OWC. More than anything DGF wants it's right, and ability, to convert its preferred shares, and for the company to update its filings and become current and compliant again.
By all accounts it does indeed look like OWC will file its 10-K from last year and this year's 10-Q. As for the July 21 vote, the order does not dictate what the outcome of the R/S and/or increase of the AS vote should be. Fact is that to increase the AS OWC does not need shareholder approval.
I believe that there are other reasons for the R/S which I'm sure Ziv will spell out. The ability to raise investment funds is probably at the top of the list. I don't really believe that the company wants to be put in the position of having to increase the AS as its only recourse. However, before a R/S split I would like to see the current share price increased. This could easily happen if the business plan put forward by the company is positive, and it includes plans to generate revenue in the very near future.
As long as DGF has preferred shares, they can convert them. The only limitation is the 4.99% rule, meaning that the number they convert cannot result in the issuance of common shares that exceeds 4.99% of the number of shares outstanding at the time.
Right now they can't convert anything because the current number of the AS is only 500M. As per the loan agreement OWC has an obligation to make the common shares available. OWC does not need shareholder approval to increase the number of AS. However the pickle that OWC finds itself at the moment is that they cannot AS or RS themselves out of the fact that at the current share price the only thing preventing DGF from acquiring an unlimited # of common shares is the 4.99% rule. I say this because of the triggering conversion formula in the agreement:
Such strong language. I sense panic in the IG household! The clown you are referring to is the one that doesn't seem to understand that Ziv was stating a fact about the current OS being close to the current maximum authorized..."meaning 500 M shares are out". He was not discussing anything when he stated that the "ratio that was suggested in the past 1:700 was ridiculous for my understanding as well"..
It's hard to believe how anyone can be so easily confused by such a clear and unambiguous post.
I would have no problem supporting that.
That statement is partly false:
Lol!!! That's more or less what I just posted before reading your response.
I can see them doubling the A/S, but they will still have to keep DGF in check. Remember that when the original $5 Million toxic loan was arranged, and before the triggering event, the share price that it was based on was in the $.20 range. With warrants, exercisable at a higher price, they allocated about 35 million common shares for the conversions.
Obviously the best way for the Company to keep DGF in check is to restore some shareholder confidence by putting a plan of action in place and effectively communicating it to shareholders. So far it's been a good start, and if there is anything there, I see no reason why they can't get the price back up again before DGF starts converting again.
Actually what all this shows is a complete lack of ability on your part to understand the dynamics of the situation. There will be no reverse split! What will be wiped out is yet one more Fantasyland prediction.
We will have to just watch and see what the next move will be. Quite likely they will increase the AS, but before they do David Sims will have to learn how to tango.
The financing has been so toxic that DGF has positioned itself into a corner. To the extent that they now have had to resort to chip in more money just to protect their interest. Your comments show a complete lack of understanding of the dynamics that are at play here.
Shareholders, including Sunbeam, and all the other major shareholders, including most here, don't give a shit whether DGF was joking or not. DGF cannot dictate the outcome of a vote. If David Sims is stupid enough to play hardball he will be left holding the bag. I have asked you numerous times, but as always you have ignored the question. What do you think DGF will do after July 31, after OWC complies with holding the meeting, where nothing gets approved, and submits the outstanding SEC filings? The answer is NOTHING WILL HAPPEN, except DGF will be forced to co-operate, play nice, and with the tail between their legs they will watch when the judge's order gets lifted.
You do what you have to do. My guess is that right now DGF does not have any shares to dump. They have a whole wack of preferred shares but they're not of much use unless they can convert them.
If anyone noticed a different address on Form 15/A, don't be alarmed.
24 Hakovshim Street, Zichron Yaacov, Israel 3094305
It happens to be the address for Zvi Riterband.
Form 15-12G/A https://sec.report/Document/0001493152-20-011910/
There is nothing pleasing you is there? Ziv Turner may be a lot of things, but he's not a serial scammer. Any proof to back your statement? Serial scammers will keep a low profile or go into hiding. Ziv Turner has not done any of that. If anything Ziv Turner may be a serial food lover, a serial entrepreneur perhaps or, as I have referred to him many times, even a buffoon. But at least he has a pulse!
He is apparently also loyal. There is nothing wrong with him appointing Shmuel De-Saban as the new CFO. When Mr. De-Saban was let go in early 2017, along with Ziv Turner he was the scapegoat for Bignitz's failings.
That would be the ultimate blank cheque! But I don't read it that way. There is not reference that it's just a proposal to hold another vote down the road. If that is the intent then it's poorly worded.
Correction! The company is already out of money! They were given $100K by DGF so that they could file the outstanding SEC filings and hold a shareholders meeting and vote on a R/S and increase of the # of Authorized Shares.
Here are a few thoughts:
1. The terms of the extension to July 31 are not predicated on a favourable outcome of the vote.
2. Don't assume that the R/S has to pass. More than anything DGF wants for the company to keep going. Notwithstanding the judge's order what do you think DGF will do after July 31? They are literally stuck between a rock and hard place.
3. Obviously DGF wants the ability to convert its remaining preferred shares, and that is a reasonable expectation.
4. Increasing the AS count does not require shareholder approval. The BOD can vote on it themselves and do it if they need to. Doubling the AS to 1 billion shares would give them some temporary relief. Keeping in mind that DGF could gobble them up very very quickly, so they have to be kept in check.
5. Sunbeam has as many voting shares, quite likely more, than DGF. Why would they want a massive R/S?
6. R/S #1, and R/S #2 were both set up to fail. Most of us knew that it was not going to pass. Again, just my opinion here, I don't think that the next R/S will get the necessary votes. Of course we still don't have the details and the extent of the R/S. If it's another 700/1, then we will know for sure that they are not serious.
The only reason I continue to post is because of the time I've invested following this circus act. As for my investment, it has dwindled to the point where it won't really matter if it goes down to zero. It wont make me poor. If it doesn't go to zero and actually goes up, I will of course be pleasantly surprised!
I'm on record of having said numerous times that Ziv Turner loves food. Perhaps he will try to adapt the OWC psoriasis cream into an edible product. My understanding is that the cream already has the consistency and appearance of an expensive pate. The potential of a dual purpose product and a win-win for shareholders.
He will bring lots of Cannible goodies to the meeting and homecoming party.
If he can correctly answer what he was having for lunch at the Wall Street Conference in 2017 then it's him!!!
The Attorney gets instructions, whatever they might be, from his/her client. The instructions might be as simple as, to buy OWCP as much time as they might need to do whatever the f**k they plan to do. Don't pretend for a moment that you are the one that knows what will transpire.
If nothing does in fact transpire between now and July 31, what kind of action do you think DGF will take? Seek to hold OWCP in contempt, force the order, or to prosecute the related and underlying claims? Fat chance!!! Do you really think they are that stupid to force the Company under, and watch their investment vanish?
I don't know how this will play out with the key players, except that they will be forced, out of necessity, to co-operate. As to the outcome for shareholders, your guess is as good or as worthless as mine!
Stop it with your frantic nonsense. Did you not read at the very beginning the part that states: IT IS HEREBY STIPULATED AND AGREED, by the undersigned attorneys? Note the plural, meaning that the attorney for OWCP was also involved in drafting the terms of the extension.
It's not an either/or option. There must be both a meeting AND file or make the information available for the 2019 10-K and the 10-Q for the first quarter that ended March 31, 2020.
https://www.docketbird.com/court-cases/Discover-Growth-Fund-LLC-v-Owc-Pharmaceutical-Research-Corp/nysd-1:2020-cv-02857
Surprisingly the current share price is just marginally lower than it was last year.
Many of the responses by the lawyer for OWC, in defense of the action brought forward by DGF state:
If DGF was left unchecked and allowed to convert at will the outcome for shareholders would have been much much worse. What do you think it would have done to the share price if the # of Authorized shares increased to a Billion, DGF promptly converted some of its preferred shares, gobbled up the common shares and dumped them on the market?
I personally think that DGF may have outplayed its hand, or at the very least they underestimated OWC's reaction. By seeking an injunction they are now stuck between a rock and a hard place. My heart does not bleed for them!
That is a concise and honest summary of how much "OUR" company cares about its shareholders.
As long as you are fortunate and privileged enough that you can breathe, hopefully to a ripe old age!
Sure, but to suggest OWC management will have exercised common sense is a bit of a stretch. Furthermore if they had indeed asked for an extension to the filing due dates, using Covid-19 as an excuse, by now we would have known about it.
It's somewhat ironic that for years, one thing that OWC did do right, for the most part, is file when they needed to. But now that a new captain has taken over, to presumably steer the OWC ship to its final destination, he's clearly marching to his own drum beat.
If you are so sure then provide a link.
Regarding your statement: "there is a price at which converting one share of preferred results in an infinite number of common shares". I've said the same thing for the past year or so...ever since the share price reached below $.015..The reason for this is due to the conversion formula:
Unrelated to the real news that everyone is waiting for, but I noticed last week there were a couple of moves made with regards to the malpractice lawsuit. Any thoughts on the following motion and stipulation?
Doc # 147
As long as the sauces are spicy I'll be fine!