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LOL, Dream on, COIND management is incompetent, but not stupid!
Interesting, there are 294 followers on this board!!!!!
I may need to finally buy a lotto ticked on this one.
Bottom finally? Bid and ask are suddenly above the last sale price! And we had really good volume selling at the .058 bid, that held this morning. Maybe MM's finally covered?
AEXP (who is merging with MNLU) just filed their quarterly report, so no good news there for PR!
Bullish news for Pigroast and MNLU!!!
http://seekingalpha.com/article/308128-u-s-natural-gas-price-expected-to-rise-bhp-a-strong-play?ifp=0&source=email_global_markets
Most natural gas drillers have been scrambling to reposition their drill rigs over oil-rich acreage… And why not?
With oil once again hovering near the $100-a-barrel mark, you can hardly blame them.
But Monday’s news from BHP Billiton Limited (NYSE: BHP) contradicts that notion.
Billiton announced that it plans to spend somewhere around $4.5 billion on shale gas development. That’s not a typo. Perhaps even more amazing is that’s just what it’s going to spend next year.
That’s an enormous amount of money compared with what some other natural gas companies are spending. Many of them have repositioned their rigs and their business plans around drilling for shale oil.
But the real message Billiton is telegraphing is far more exciting than the $4.5 billion it’s planning on spending next year.
The Long-Term View on Gas
What does it know that all the other companies don’t?
Nothing, of course…
It’s just that Billiton is taking a long-term view on natural gas. It has developed and is executing a business plan that will pay off for decades to come.......
........And what a foray it’s been. In just the last year, BHP made two acquisitions totaling $17 billion. In return for its investment, it swallowed natural gas producer Petrohawk Energy, and some prime acreage from Chesapeake Energy Corporation (NYSE: CHK).
But BHP is just getting started. It plans to spend $5.5 billion by 2015, and as much as $6.5 billion annually by 2020 on American shale gas. Both numbers are about a billion higher than the company’s previous estimates.
It’s clear from BHP’s past moves and the money it’s throwing at shale gas moving forward that it sees prices for gas gradually rising from the current near-record lows.
It’s not too surprising, really. With seemingly limitless supplies here, many utilities are looking at natural gas as the fuel of choice for new power plants. They’re also spending billions to convert existing coal-fired plants to run on it.
A Contrarian Strategy
And we have yet to even scratch the surface as far as natural gas-powered transportation goes. But many of Billiton’s competitors, lured by rising oil prices, have switched to drilling for oil, since it brings higher margins.
Wells cost the same to drill and hydro-frack, regardless of what’s down the hole. And right now, oil gives them a higher rate of return for each dollar spent drilling.
But Billiton is a huge, diversified resource exploration and production company. Shale gas fits right in with its portfolio of iron ore, coal, copper, uranium and petroleum businesses.
The company plans to spend $80 billion in the next five years to expand production across its entire portfolio of commodities. Natural gas from shale fits right in with its plans. The company is projecting 545 billion cubic feet (bcf) equivalent of natural gas next year.
Yeager also commented on concerns by some investors and analysts that hydro-fracking has problems. “The technology used here has been proven and used for a long, long time. We’re subject to inspection at any time… I think the opportunity for the industry to cut corners at any level is small.”
The reality is that over the next few years, natural gas prices will slowly rise for reasons mentioned earlier. Billiton is positioning itself to be one of the top producers and exporters here in the United States. Investors who want a diversified mining and natural resource production company would be hard-pressed to find a better play than BHP Billiton.
I watch all the futures here:
www.INO.COM
Guess I should have added at the August lows, but I thought I had a good 6 months to add at those lows.
SHENZHEN, China, Nov. 16, 2011 /PRNewswire-Asia/ -- China BAK Battery, Inc. ("China BAK" or the "Company") (NASDAQ: CBAK), a leading global manufacturer of lithium-based battery cells, today announced that the Company was recognized as a "National-certified Enterprise Technology Center" at the China Hi-Tech Fair 2011 being held November 16-21, 2011 in Shenzhen. The Company was previously recognized as a provincial-level Shenzhen Enterprise Technology Center in 2005.
A number of agencies of the national government of the People's Republic of China, including the National Development and Reform Commission, the Ministry of Science and Technology, the National Ministry of Finance, the General Administration of Customs and the State Administration of Taxation, set forth criteria for the recipients of this honor, including technological innovation and industry leadership. The National Development and Reform Commission then presents a token of this recognition to selected companies.
In accordance with the tax policies of the National Ministry of Finance and the State Administration of Taxation with respect to a company recognized as a National-certified Enterprise Technology Center, China BAK will enjoy exemptions from import duty, VAT relating to importation, and consumption tax for scientific research and experiments. The Company will also have an opportunity to receive grants for research and development activities under the National-certified Enterprise Technology Center program and certain local government programs. The Company will be evaluated biennially to determine whether it may maintain such recognition.
"We believe it is a great honor for China BAK to be invited to the China Hi-Tech Fair 2011 as a representative of enterprises in Shenzhen and to receive one of the most prestigious technological awards in China. This award recognizes China BAK's strong R&D capabilities and technical strength in the lithium-ion battery industry. We believe that this recognition reflects well on China BAK's industry standing and potential," commented Mr. Xiangqian Li, CEO of China BAK.
CC, you have been missed here!!! For now the shorts can poke and bash all they want, as their shorts are now trapped while trading is halted, and they are stuck holding their short bags while they pay broker loan fees and interest!!!! Anyone that thinks the short attacks are a good bet now should look at recent reversal news on APWR (Nasdaq's reversed about face decision last week on APWR, this week's audit report that sino forrest is not a fraud, and does hold the assets it claimed to have, Harbin finally went private at a premium in spite of endless short attack articles at Seeking Alpha, DEER is fighting off the shorts and actively suing them!!!! So the tide is turning, and shorts will start screaming fire in the theater soon as they take on water and sink this time!!!!
Will be fun to see ABAT double on news and a return to trading on Nasdaq when the smoke clears, and the shorts go up in flames.
I second the motion, time to get the LEAD OUT!!!!!
Interesting, thanks. On another note, one I do own shares in was halted tonight, ABAT. It is one of the ones I am the least worried about being a fraud. No news on why Nasdaq halted, just that it is halted while Nasdaq is waiting for an answer from ABAT. No word what the question is. Sooner or later when the clouds clear, there will be serious money to be made buying dirt cheap shares in companies like CCME
No, but it is not unusual for this type of stock or company.
News to me. Guess we watch and wait now. I am still long, and staying that way.
Please elaborate!!!!
New all time low again today, sub penny and BK can not be far behind. Pre R/S it is now down to .0021/share, down 99.9+% in one year, nice going Mr CEO! That makes the current market cap a joke, in fact it knocks the current market cap down to less than the CEO's annual salary!!!!!!
Maybe Ed will get aggressive with another BIG R/S, say 100:1, and take it back to $1/share for the shorts to beat up on it yet again. But who needs shorts when you have debt holding convertible banksters to help kill it!
Time to put the CEO on straight commission, and make him sell something beside worthless shares!
Well as I predicted, here is the sell off, and the third quarter loss report. Looks like we already hit .30/share, new all time low. Having a steady non stop insider selling all year has done little to help either.
http://ih.advfn.com/p.php?pid=nmona&article=49943034
Is the link to the third quarter financial report.
Looks like they are running out of cash, at a bad time, and may dilute any day. Wallword extreme bargain prices can not be far behind!!!! Then maybe a R/S.
Nice data for sure:
http://ih.advfn.com/p.php?pid=nmona&article=49945456&symbol=CGYV
Very bullish. May be time to quietly buy back a few shares at year end tax selling. This is still a very low volume quite stock, with a large buy/ask spread. I still have my base of shares. Glad I held them.
China Energy Recovery Inc. (CGYV.PK) ("CER"), an international leader in the design, fabrication and installation of waste heat recovery systems, today announced financial results for the third quarter and the nine months of fiscal 2011, ended September 30, 2011, as compared with the figures for the same period in 2010. CER also announced the detailed arrangement of the 2011 Annual Meeting of Stockholders.
Highlights for the 3rd quarter 2011, compared with the same quarter 2010:
* Revenues increased 378% to $29.4 million.
* Gross profit increased 265% to $5,088,000.
* Net income of $2,605,000, compared to net loss of $854,000, an absolute increase of 405%.
Highlights for the nine months of year 2011, compared with the same period of year 2010:
* Revenues increased 215% to $55.0 million.
* Gross profit increased 215% to $9,469,000.
* Net income of $3,285,000, compared to net loss of $394,000, an absolute increase of 934%.
Nine months of year 2011 results
Revenues for the nine months ended September 30, 2011, were $55.0 million, up from $17.4 million in the same period a year ago.
Gross profit in the nine months increased to $9,469,148 or 17.2 percent of sales, compared to $3,002,802 or 17.2 percent of sales in the same period a year ago. The company achieved an operating gain of $3,102,778 compared to loss of $1,092,300 in the same period a year ago.
Benefitting from increases in income from operations, net income increased to $3,285,399 compared to loss of $394,105 in the same period a year ago.
"Revenue growth in the third quarter and the nine months of the year reflects our marketing efforts and new manufacturing facility and, in particular, one significant EPC contract," CER Chief Executive Officer Qinqhuan Wu said. Mr. Wu continued, "In the nine months of 2011, with our new manufacturing facility in operation and our ability to perform more EPC contracts, we achieved great improvements in our revenues and gross profits. For the last quarter of 2011, based on our current contracts and production schedule, we anticipate positive results in line with the third quarter of the year."
Notice to hold AGM in November
China Energy Recovery will hold its 2011 Annual Meeting of Stockholders on 9:00 AM (local time), Monday, November 28, 2011 at its head office in Shanghai. The purpose of the meeting is:
1. To elect five directors to serve for one-year terms ending in the year 2012;
2. To ratify the appointment of PricewaterhouseCoopers ZhongTian CPA's Limited Company as the accounting firm for the fiscal year ending December 31, 2011; and
3. To approve the China Energy Recovery 2011 Performance Equity Plan
"We are looking forward to holding the meeting, and we encourage all shareholders who can to show up at the meeting in person," CER Chief Executive Officer Qinqhuan Wu said. Mr. Wu continued, "The Board may consider holding the meeting in the United States next year."
They had a great business plan, or so it seemed, had great financing 4-5 years ago including a huge NJ industrial bond that financed building their first plant (now defunct, abandoned, and it nearly BK them last year). But the original IP license deal they had was too expensive and sales volume in fertilizer stalled and dropped for them. If not for the last minute Terra acquisition, and hopes for a save by Terra sales (which have been zero for a year now), they would have gone under 12 months ago. But after the Terra deal, mixed in with an out of court BK/debtor deal swapping debt for yet more shares they would have gone BK by Nov last year. But then they (Ed) raised cash (again) with a super toxic convertible debt deal, and the banksters drove the share price down from $1 to .10, so they could convert the debt at .10 instead of $1 (so they could steal 10 times as many shares), and then dumped all the shares. As long as Ed is still running the show there, no one will ever trust them again (not even the crooked banksters IMHO). Oh, and they have one more round of toxic debt waiting to convert to shares, and one last round of prior Terra shareholders, now COIND shareholders whose shares are now coming out of restriction who will want to dump their shares now.
CYTR always has good volume, 1,000,000 share days are typical.
Very interesting! My brother did a lot of the very early research on superoxide anion and free radicals at MD Anderson in the 1970's. He was a pioneer in that area.
LOL, the plot here thickens. I once poured over the COIN, now COIND finacials (for 2 years), and I never recall seeing preferred shares. Now I do, and if you remove them (remove the par value) the common stock holders equity is now minus 8 million dollars, and the assets, 80% of the assets is the price paid in shares for Terra (good will) which had ZERO sales the last 12 months, which means that 80% of the listed assets are bogus, nearly worthless!!!! So subtract the bogus assets and you have common equity of minus $20,000,000.00!!!!!! Gross profit was 10% of selling, general and administrative overhead (90% of which is the top four executives bloated salaries ripping off investors).
Where are the legal eagles, ambulance chasers when we need them? Time to sue the CEO!!!! This CEO, Ed, has NO SHAME!!!!!!!!
They lost 31 million dollars the first 9 months last year, and only 9 million the last 9 months, PROGRESS!!!!!! LMAO!!!!!
I stopped reading at page 10 of 74 of this nonsense. Caveat Emptor, buyer beware!!!!! Toxic fertilizer lies here! If you all are going to try and play bounces, and flip stuff on the way to ZERO, find something that does not smell or reek as much as this one. This one will be Chapter 7 liquidation soon! The clock is ticking.
http://files.shareholder.com/downloads/COIN/1508696633x0xS950123-11-98482/1366340/950123-11-98482.pdf
They had a JV gear box for GE wind turbines deal with GE 2 years ago, but they later parted ways, probably when APWR started planning to build a manufacturing plant in the USA to build turbines for the 1.5 billion dollar Texas wind farm they were planning (with US DOE help, and left GE in the dust, LOL). So, no, there was, and is a legit side to the company, I have no doubt. When to buy, and what is the stock worth today, is debatable, and what it will be in 3, 6, 12, 24 months is also debatable, but it rallied 400% on the last news bite, and is going to be a good buy again soon, if not already. The last NASDAQ reply to them is a sure sign of life for now!!!!
One danger investors face is if the DOE decides it is best to take a buy offer from a Westinghouse, that has money and people in the right places, rather than risk trying to deal with unhappy old investors who are unlikely to fund this company further.
In some cases, one wants to keep the old investors to sell (dump) debt converted shares to, like Citibank, but BCON may be a better prize or deal for back door cut throat deals that whack the old investors. This one could go either way!!!!
Nice to see some intelligent discussion going on here!!!!
http://www.zacks.com/stock/news/58974/CytRx+Is+Poised+For+Growth
In July 2011, the Company raised net proceeds of approximately $19.1 million by issuing 39.2 million shares of common stocks and warrants to purchase up to 39,200,000 shares of common stock at a combined public offering price of $0.52 per share. The warrants are exercisable immediately upon issuance at an exercise price of $0.64 per share and, unless exercised, will expire on the fifth anniversary of the date of issuance.
We noticed that following the share offering, the company’s share price declined dramatically at about 38%. We think investors are over reacted to the event. We admit that equity offering always dilute existing shareholder base, but for a small cap biotech company like CytRx, it’s necessary to raise money for its operations, especially for advancing its clinical programs.
On the other hand, the funds raised from the common stock offering have greatly boosted the company’s balance sheet. Although share price suffered in the short run, we think this offering is positive for the company in the long term.
IINNO-206 is 4 Times Safer Than Doxorubicin
On July 6, 2011, CytRx announced positive interim Phase Ib clinical trial results of INNO-206 in soft tissue sarcoma patients. INNO-206, the Company’s tumor-targeted doxorubicin conjugate, is delivering doxorubicin safely at doses over 4 times higher than the standard doxorubicin dose in the Company’s open-label Phase Ib safety and dose escalation clinical trial. The clinical trial is being conducted in up to 24 patients with advanced solid tumors who have failed standard therapies.
All eight patients treated in the Phase Ib trial to date were diagnosed with advanced soft tissue sarcomas.
Patients in the Phase Ib trial are being administered with INNO-206 at two dose levels: 165 mg/m2 and 260 mg/m2 doxorubicin equivalents. These doses are 2.75 and 4.33 times higher than the standard dose of doxorubicin (60 mg/m2) administered to patients with soft tissue sarcomas. Side effects have been generally mild, with only one patient experiencing grade 3 or 4 neutropenia and thrombocytopenia that resolved without therapy. One patient discontinued INNO-206 due to disease progression after one month, but no patient has discontinued treatment due to toxicity.
As a reminder, the Phase Ib trial is being conducted at the Sarcoma Oncology Center in Santa Monica, California, under the direction of Sant P. Chawla, M.D., F.R.A.C.P, a leading expert in sarcomas and sarcoma therapies. Doxorubicin is currently the only FDA-approved drug on the market as a treatment for soft tissue sarcoma and is a standard chemotherapy for a variety of other cancers. It is used either alone or in combination with other chemotherapy agents. Dose levels of doxorubicin are limited due to its toxicity. INNO-206 is a novel conjugate of doxorubicin that binds covalently to albumin, and is circulated throughout the body. INNO-206 is designed with a linker that releases doxorubicin in the low pH environment of tumors, concentrating the chemotherapeutic agent where it preferentially damages the tumor while minimizing the effect on healthy tissues.
The safety profile of INNO-206 is impressive as demonstrated in the Phase Ib trial. It has never been possible to safely raise the dose of a chemotherapy agent this much. The ability to administer dramatically higher doses of doxorubicin with INNO-206 could represent a major breakthrough in the treatment of various cancers in which doxorubicin is an important component of chemotherapy regimens. CytRx plans to rapidly enter a Phase IIb clinical trial with INNO-206 in patients with soft tissue sarcomas in the second half of 2011 after completing this dose escalation safety study.
On July 05, 2011, INNO-206 has been granted an orphan drug designation for the treatment of patients with soft tissue sarcomas.
Positive Phase II Preliminary Results For Bafetinib
On June 13, 2011, CytRx announced preliminary positive results from its ENABLE Phase II proof-of-concept trial of bafetinib for the treatment of B-cell chronic lymphocytic leukemia (B-CLL).
As a reminder, in May 2010, CytRx initiated a Phase II proof-of-concept clinical trial (ENABLE) with bafetinib as a second line treatment for B-CLL due to the potent and specific inhibitory properties of bafetinib against Lyn and Fyn kinases, which are overexpressed in B-CLL cancers.
In this clinical trial, high-risk B-CLL patients who have failed treatment with first-line agents will self-administer oral doses of bafetinib twice daily. The bafetinib dose used in this trial is based on the highest dose that was best tolerated in the Phase I study. Patients will be monitored for clinical response, time to disease progression and cancer progression-free survival. Total of 30 patients will be enrolled. The dose of bafetinib may be escalated to 360 mg twice daily if relatively few side effects are observed at the 240 mg twice daily dose. The endpoint of this Phase II trial is objective response rate (30% ORR is target). MD Anderson is the primary US site.
Of the 16 patients enrolled in the ENABLE Phase II clinical trial, 11 patients were evaluable for tumor response (patients who have received both baseline and follow-up tumor assessments). At the time of evaluation, the median duration of treatment for all patients was two months, and five of these 11 patients had received three to five months of bafetinib therapy; five patients either did not receive baseline or follow-up assessments. The median number of prior therapies for the full group is three, with a range between one and five prior therapies, and nine of 12 patients demonstrated unfavorable cytogenetics (del 17p; 13). This subgroup of patients typically has fast disease progression and shorter median overall survival.
All 11 evaluable patients demonstrated =50% elevation in their lymphocyte counts during the first two months of treatment, similar to other kinase inhibitors being tested in B-CLL patients. Six demonstrated >50% shrinkage in their lymph nodes and/or spleen, two patients had stable disease and three patients had progressive disease at their initial assessments. Lymph node softening also was noted in these patients. Only one grade 3 or 4 adverse event (grade 3 elevated liver enzymes) was noted, which resolved when bafetinib administration was ceased. Grade 1 and 2 adverse events included elevated liver enzymes with normal bilirubin, fatigue and gastrointestinal symptoms.
The initial results are encouraging. The Phase II study demonstrated that bafetinib is clinically active in a group of patients with relapsed B-CLL who have failed several other treatments for their cancer. Based on this indication of clinical activity and the low incidence of adverse events, additional patients enrolled in the ENABLE Phase II clinical trial will receive bafetinib as a single agent at a higher dose. This increased dosage could increase the potential for greater efficacy.
B-CLL is the most common form of leukemia in adults in Western countries. More than 17,000 new cases of B-CLL are reported in the United States alone each year; however up to an estimated 40% of cases may not be reported due to under-diagnosis and lack of placement in cancer registries. Virtually all patients are older than 55 years at presentation, with an average age of 70 years. Patients in the high-risk B-CLL classification have a median overall survival period of one to five years.
What Are The Implications For CytRx?
CytRx is a biopharmaceutical company focused on the development and commercialization of human therapeutics for the treatment of cancers. CytRx is focused on advancing its oncology portfolio and currently has seven clinical trials underway and one additional clinical trial planned with its oncology drug candidates, bafetinib, tamibarotene and INNO-206.
We think the Company is moving in the right direction. With positive data for its lead candidates Bafetinib and INNO-206, the Company plans to expedite the development of these therapeutic programs.
We believe CytRx is well capitalized with a strong balance sheet which sets it apart from most small cap biotech companies in the industry. As of August 10, 2011, we estimate CytRx had about $45 million in cash/cash equivalents and marketable securities. There was no debt on the balance sheet. Current liquidity source will be sufficient to fund operations for the foreseeable future, probably to the end of 2012 according to our financial model.
Only thing I think I can add to your post (as I agree with it all, good post!) is that US DOE will likely be the biggest dog in the BK proceeding early on since they guaranteed $39 million (which is most of the current debt load) of the debt that helped fund the NY flywheel power plant. Question then, is how will they play their cards. Solyndra (SP?, which had something like $500 million in US DOE loans IIRC) went directly to chapter 7 liquidation, so it may not be a good guide?
Nice EGOH charts here:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68935563
I will second that request!!!!
Howdy Kennypooh!
CABN - Can anyone offer any insight to ecomike (and the rest of us) on this cashless exercise issue? TIA
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68844740
My only wild ass guess, is it may be shares for the university license (patent), shares in lieu of cash, and the professors time, but it is just a wild ass guess, and says nothing about how such a deal is structured, or if that is what they are doing. Scares the hell out of me, now knowing the rules of the new game!
Ecomike
We could be in for a holiday season market wide rally, that drags MNLU back up to .40 with the market sentiment. Do not underestimate the seasonal, and recent good US news (trade deficit, employment, GDP all getting better, not worse as many feared all summer) which is getting more bullish every day, in spite of Europe.
My last bottom buy on AEXP was .015 (I got lucky that day), but that equals .06/share for MNLU, which MNLU never got close to! AEXP at times has less volume, and has been a tad bit more volatile at times as everyone gets too attached to watching MNLU. Most of my MNLU investment is in shares of AEXP right now.
Some people are trading both, arbitrage day trading. When I add, I just buy the cheapest one of the two, based on the 4:1 swap merger deal that is pending.
Nice find Ddabet!
LOL, Daddy, The MOMO on this one has just started! Look at the chart:
http://investorshub.advfn.com/boards/board.aspx?board_id=3392
.35 area is strong buy!
They have been looking for a new audit firm for a while this year. Just hired one, so it will be some time before the financials get updated, and caught up. They are and have been in a short attack battle (articles on Seeking Alpha) and in a battle with NASDAQ to hold onto their listing.
I am just recently long again.
Yes, in 18 months they only closed one order for a waste water system, and they had to finance building it, and rented or leased it out at a per gallon treatment price. It is a tiny, very small system, less than 10-20 GPM IIRC. The division guy that brought in the waste water division is earning about 30 times the amount that the one plant earns, if it is even profitable, which Ed has never confirmed (which means it probably was not).
They hide all that data very well in the fluff PRs and quarterly reports. They never disclose the bad news, or details of how bad it is. Every thing Ed and COIN has touched has lost huge sums of money (it was running $20 million/year in losses for several years), except for the Gonzalas plant they bought and kept. But its profits (sales minus production costs), before overhead, taxes, general and administrative overhead, and depriciation is only about 10% of the bloated executive overhead, which was about $2 million/year paying just 4 fat cats at the top of the ladder, Ed being one of them.
I am a one man guy in the waste water business, and I have done more in sales, and profits than they have in a single year to year comparison, if that answers your question.
As to the suggestion that I buy back here (by someone) to recover losses, I never buy something I do not plan to or wish to hold for the long term, I never buy something I see has no future left, except BK, and liquidation.
They still have nearly $5 million in debt to convert to more worthless shares right now as the market cap sits at $400,000, so watch out, this could quickly drop to .0001, if they dilute again like they did this summer!!!!
I guess the downside of this, is it will be hard to convince any new customers to buy a new plant from a company in BK court.
Up side may be that they may be able to settle any unsecured debt for nearly 0.00, and may be able to sell assets for a profit, while the court holds the hounds at bay. But sadly, my experience with these is that the lawyers get all the money, if there is any, and maybe secured debt holders get the crumbs.
One other upside, is the cash burn rate should drop way down, even with the lawyers at the feeding trough!
Only reason I see to bother following this one is the IP seems to be quite unique and valuable, at least the DOE, and the power companies that control the DOE, thought it was. Westinghouse would also be interested buying the IP IMHO!
Actually this may have been a smart move that sets a floor price here. Until those units are sold, if they are sold, there has been no dilution or change in the float or OS, and the announcement here and now, sets a target floor for the retail price. They may have a few more cards up their sleeves, like blockbuster trial results PRs down the road, or maybe even a sale of one or part of one of the drugs rights in the pipeline, or JV deal. They may be planning another acquisition, and lining up cash ahead of time. Announcements of any of those could send the price way back up.
But better to get the cash they know they will need now, rather than latter from the looks of things.
One of my other longs did this recently, and the price dropped under the offer for weeks, only to rally back up, and double on other news, that later included news that they yanked the the new issue offer, with out issuing the shares!!!!
One thing I have learned here is to "expect the unexpected"!
XIDE emerged from a multi year chapter 11 this year, so it might be a good one to study. I believe the old common survived there, but at what value I do not know.
2 of the 2009 corn ethanol firms went completely under, chapter 7 liquidation, and the common share holders got nothing, but they had no stock holders equity, their losses far exceeded the assets value, but the stocks traded at about .02/share low all the way to the end, probably due to short covering, and numerous small holders not wanting to pay the brokers fees to pay more in fees than the shares would get, so they bottomed at about .02 share all the way to the end. Keep in mind the shares can be diluted in BK. Shares that go .0001/share are usually due to massive dilution, which will not happen here.
The down side risk here is if they find a buyer to take it private, that wipes out the common, in a sweetheart deal.
I don't think they had 40 or 60 million in cash in pre split days, and they had more shares then I think?
There is a good reason they are selling this low, they have finally realized it is worthless, and going straight down to .0001, and the CEO has screwed up the business, while lining his pockets for five years non stop. They are broke, out of money, no one will lend them to them anymore, they royally burned the NASDAQ investors with pinky share dilution of 95% by banksters, and will be BK by Jan 1, 2012 from the history and present state. There is not even a bounce in this one. People been buying hoping for a bounce all year, as it steadily fell 99%. Two directors resigned, 2 left one is the CEO that ran it into the ground. GROSS mismanagement!!! The last would be flippers that did not head my words, and bought in hopes of a bounce are dumping their shares on you now at 50-70% losses. The MM's are on the sidelines letting it free fall!
On the CABN competitor front, synthetic liquid fuels, there is news:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68854353
That the sector is heating up.
More sales, more good news here:
http://ih.advfn.com/p.php?pid=nmona&article=49881068&symbol=CGYV
China Energy Recovery Inc. (CGYV.PK) ("CER"), an international leader in the design, fabrication and installation of waste heat recovery systems, announced today that it signed a contract with Jiangsu SOPO Group to manufacture and install the quay's pot area project and exterior tube rack which located in Zhenjiang City.
The contract is valued at 50 million RMB or $7.84 million (US). The system is scheduled to be completed in 75 days.
"We are happy to see that our long-term customer, Sopo Group, choosing us again!" Commented Mr. Qinghuan Wu, CER's CEO, "the successful company needs not only the more and more new customers, but also the old friends"
Doing some selective digging in the new S-1 filed with the SEC.
During the first quarter of 2011, we issued Units comprising of an aggregate of 400,000 shares of common stock and warrants to purchase 1,600,000 shares of our common stock at a price of $1.00 per Unit for aggregate gross cash proceeds of $400,000. Each Unit consisted of 1 share and a warrant to purchase 4 shares of the Company’s common stock. The warrants were exercisable at a price of $1.00 for a term of five years. The net proceeds of the sales were used for working capital purposes. The warrants were subsequently exercised on a cashless basis for 1,333,335 shares of common stock.
During the second quarter of 2011, we issued Units comprising an aggregate of 800,000 shares of common stock and warrants to purchase 3,200,000 shares of our common stock at a price of $1.00 per Unit for aggregate gross cash proceeds of $800,000. Each Unit consisted of 1 share and a warrant to purchase 4 shares of the Company’s common stock. The warrants were exercisable at a price of $1.00 for a term of five years. The net proceeds of the sales were used for working capital purposes. The warrants were subsequently exercised on a cashless basis for 1,333,335 shares of common stock.
During the third quarter of 2011, we issued 341,000 shares of our common stock at a price of $2.00 per share for aggregate gross cash proceeds of $682,000. The net proceeds of the sales were used for working capital purposes.
As of April 29, 2011, the Company authorized a one-for-forty (1:40) reverse split. All share amounts have been retroactively restated reflecting this reverse split.
During the six months ended June 30, 2011, the Company issued 800,000 shares of common stock at a price of $1.00 per share for cash of $800,000, with warrants attached with the option to purchase 3,200,000 shares of common stock over a period of five years. During the six months ended June 30, 2010, the Company issued 71,429 shares of common stock at a price of $1.40 per share for cash; 150,000 shares of common stock were issued at a price of $1.04 for cash.
On July 22, 2011, the 4,000,000 warrant options outstanding were exercised for 3,333,338 shares of common stock through a cashless exercise.
During the period ended March 31, 2011, we issued Units comprising of an aggregate of 400,000 shares of common stock and warrants to purchase 1,600,000 shares of our common stock at a price of $1.00 per Unit for aggregate gross cash proceeds of $400,000. The warrants were subsequently exercised on a cashless basis resulting in the issuance of 1,333,335 shares of common stock.
During the period ended June 30, 2011, we issued Units comprising an aggregate of 800,000 shares of common stock and warrants to purchase 3,200,000 shares of our common stock at a price of $1.00 per Unit for aggregate gross cash proceeds of $800,000. The warrants were subsequently exercised on a cashless basis resulting in the issuance of 1,333,335 shares of common stock.
During the period ended September 30, 2011, we issued 341,000 shares of our common stock at a price of $2.00 per share for aggregate gross cash proceeds of $682,000..
The Company relied on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Rule 506 of Regulation D and Section 4(2) of the Act in connection with the foregoing issuances.
Capitalization and Voting Rights. The authorized capital stock of the Company consists of 12,500,000 shares of common stock of which 9,253,567 shares are issued and outstanding
CARBON SCIENCES, INC.
COMMON STOCK PURCHASE WARRANT
Warrant Number: ___ Issuance Date: _____________
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___________ (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date but not thereafter (the “Termination Date”), to subscribe for and purchase from Carbon Sciences, Inc., a Nevada corporation (the “Company”), up to ___________ shares of Common Stock, subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to $_______, subject to adjustment hereunder (the “Exercise Price”).
Section 1. Exercise of Warrant.
(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto; and, within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or, if available, pursuant to the cashless exercise procedure specified in Section 1(b) below. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder may not exercise this Warrant more than ten times. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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(b) Cashless Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), to the extent the Holder does not elect to pay cash upon the deemed exercise of this Warrant, the Holder shall be deemed to have elected to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula:
X=Y (A-B)
A
Where
X=
the number of shares of Common Stock to be issued to the holder
Y=
the number of shares of Common Stock deemed purchased under the Warrant for which the Holder is not paying cash
A=
the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
B=
Purchase Price (as adjusted to the date of such calculation)
For purposes of Rule 144 promulgated under the 1933 Act, it is intended, subject to applicable interpretations of the Securities and Exchange Commission, that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.
Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:
(i) If the Company's Common Stock is traded on registered national securities exchange such as NASDAQ, AMEX or NYSE, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;
(ii) If the Company's Common Stock is not traded on a registered national securities exchange, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;
(iii) Except as provided in clause (iv) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or
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(iv) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's articles of incorporation, then all amounts to be payable per share to holders of the Common Stock pursuant to the articles of incorporation in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the articles of incorporation, assuming for the purposes of this clause (iv) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.
(c) Mechanics of Exercise.
(i) Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, having been paid.
(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
(iii) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
(iv) Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
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(d) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%, or 9.99% if the Company does not have any class of securities registered under Section 12 of the Exchange Act, of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease or, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 1(d). Any such increase will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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Section 2. Certain Adjustments.
(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, or adjust, whether by operation of purchase price adjustment, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock Equivalents, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”), then until this Warrant is no longer outstanding, the Exercise Price shall be reduced to the Base Share Price. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive the benefit of the adjusted Exercise Price regardless of whether the Holder accurately refers to the adjusted Exercise Price in the Notice of Exercise.
“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any existing stock or option plan or any future stock option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities and (c) securities issued pursuant to acquisitions or strategic transactions, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of assets in or used in a business synergistic with the business of the Company and such acquisition or strategic transaction shall be likely to provide to the Company additional benefits other than the investment of funds, and shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
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(c) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 2(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. Additionally, the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.
“VWAP” means, for any date, (i) the daily volume weighted average price of the Common Stock for such date on the OTC Bulletin Board or a registered national securities exchange, as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (iii) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Maker.
(d) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
(e) Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
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Section 3. Transfer of Warrant.
(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 3(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon five (5) days written notice to the Company and the surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issuance Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
(d) Compliance with Securities Laws.
(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.
(ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form:
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR CARBON SCIENCES, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
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(iii) The restrictions imposed by this subsection (d) upon the transfer of this Warrant or the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been resold pursuant to an effective registration statement under the Securities Act, (B) upon the Company’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Company, addressed to the Company to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws or (C) upon the Company’s receipt of other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required. Whenever such restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Company (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legend required by paragraph (ii) above relating to the Securities Act and state securities laws.
(e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant or Warrant Shares; provided that this representation shall not be breached by any act of the Holder that complies with the Securities Act and any applicable state securities law.
V.
LOCK-UP AGREEMENT
5.1 The Purchaser understands that the Company is offering Shares to Purchaser at a lower price per share than is currently quoted on the Over the Counter Bulletin Board market maintained by the National Association of Securities Dealers, Inc. (the “NASD”).
5.2 As an inducement to NASD market makers to continue to make an orderly public market for the Company’s common stock, the Purchaser hereby agrees that for a period of one (1) year after the Purchaser’s purchase of Shares, the Purchaser will not without the prior written consent of the Company, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, the Shares purchased, as may otherwise be permitted by Rule 144 promulgated under the Securities Act and consents to the placement of a legend, with respect to the foregoing, on each certificate representing the Shares subscribed for herein.
During the six months ended June 30, 2011, the Company issued 3,200,000 warrants to purchase 3,200,000 shares of common stock at a price of $1.00 per share through a private placement. At June 30, 2011, the Company had a total of 4,000,000 warrants to purchase 4,000,000 shares of common stock outstanding.