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In response to "The ONLY lack of understanding of the patent process I see comes from people who think FDA approval is a required part of that process", and the subsequent rebuttal "My posts suggest nothing like you posted" and many other similar exchanges of opposing opinions.
What exists is a common theme whereby one consistently overestimates and inflates their knowledge of OWC and its management, regardless of the specific topic being discussed, and regardless if it's just a baseless opinion. The refrain is always the same!
What this reminds me of is of a psychological phenomenon called the Dunning-Kruger effect. David Dunning and Justin Kruger coined the term in the late 1990s. In their research on why it is that incompetence begets confidence, they concluded that under-performing individuals “reach erroneous conclusions and make unfortunate choices, but their incompetence robs them of the ability to realize it.”
https://en.wikipedia.org/wiki/Dunning%E2%80%93Kruger_effect
That is a crock of Bullshit!
Sorry Mr. Sims, we tried but the shareholders said no, what are you going to do about it?
Since you make yourself out to be the self-appointed expert on the SPA, and since you disagree with the statement that I made, show us where it is written in the SPA that the company is compelled to increase the number of authorized shares.
What you write is only partly true. There was nothing in the SPA to compel the company to increase the number of authorized common shares. So DGF could send in their request for conversion but the company could not be compelled to issue shares they might not have.
Just to clarify Sunbeam's stake is now approximately 10.82% based on the current number of outstanding common shares.
One of the reasons why Sunbeam (Jeffrey Low) may have converted when they did, is because when the preferred shares were awarded in December, there was language in the agreement that essentially stated that the preferred shares could be converted only as long as there were enough outstanding shares to do so. If DGF had converted a few more of their preferred shares, they could have easily caused the total number of outstanding shares to balloon close to the 500 million maximum that are currently authorized. Perhaps DGF tried to convert and they were frustrated from doing so. Could explain why they're pissed and decided to go the legal route.
Thanks Captain Obvious for the information that none of us knew about.
Aside from the relationship between Ziv Turner, Jeffrey Low, and OWC (read.. Bignitz), the better question might be: Why were these shares not converted in December and January when they could have been sold on the open market for a cool $5,000,000 profit? Is it possible their expectations are considerably higher? Or did Bignitz throw them a curve ball?
I had no idea you had just posted about the same thing. Lol!!!
Jeffrey Low did not go out of his way to seek a 14% stake in the company. Ziv Turner transferred the 43,675 series B preferred shares, that he was issued on December 26 by OWC, to Sunbeam on March 23. This was for consideration for the prior issuance to Ziv Turner of ownership in another company. Most likely for Cannibble Food-Tech Ltd. https://markets.businessinsider.com/news/stocks/cannibble-food-tech-ltd-announces-the-opening-of-its-second-crowdfunding-round-in-israel-up-to-1-2-m-1028976573
What we know is that Ziv Turner was issued the shares in lieu of the $725,000 he was owed by the company. This worked out to be at a value of approximately $0.017 per share. What we don't know is how much value he and Jeffrey Low attributed to the shares when they were transferred on March 23.
Credit to them, they did not want to mislead and dangle a carrot by adding "at this time" to the statement.
How much more transparent does one have to be?
False again!!! Details matter and you should know that there never was a Letter of Intent (LOI) between the two companies. What the two companies signed was a Memorandum of Understanding (MOU) agreement. I'm assuming that you do know that there is a difference between the two. If as you've stated Stenocare "kicked OWC to the curb" in such dramatic fashion were true, then Stenocare would have put itself in a precarious position of liability if OWC had decided to seek for damages. Fortunately, especially for Stenocare, the agreement was short lived.
https://mb.cision.com/Main/17551/2960654/1140671.pdf
Another false statement you've made repeatedly is that Stenocare removed all references to OWC from their website. Prove it! You cannot because it was never in their website other than as a press release. Of course they are still there.
Ok everyone let's try to get the facts straight and let's put all this talk about Stenocare and OWC behind us. Back in November of 2019, the two companies had signed a Memorandum of Understanding to explore a working relationship beneficial to both companies. Just a month later, before formalizing anything, Stenocare announced that they had signed a strategic development agreement with Solural Pharma. In the same news release announcing the Agreement they made reference to the earlier MOU with OWC and made it clear they would no longer pursue the potential working relationship with OWC. In other words they didn't want to spread their limited resources too thin.
Contrary to IG's claim that Stenocare "kicked OWC to the curb" or that "Stenocare removed all references to OWC from their website"...as though they were trying to remove a blight from their record, Stenocare did not do that. Neither did they give any suggestions that there would be any ongoing discussions with OWC to revive their MOU. There is nothing there between the two companies except for a brief mention of the potential relationship in their respective websites.
Here is a link of Stenocare's archived news releases including the November 13, 2019 MOU with OWC.
https://stenocare.com/investor-relations/news-archive/
On December 19, 2019 Stenocare signs strategic development partnership with Solural Pharma. https://stenocare.com/investor-relations/announcements/9A0F47FBC225A6B0/. Please see the following paragraph and reference to OWC.
Won't be necessary, so he says with confidence. That's because anyone with half a brain would realize that you can't get blood out of a stone.
You meant to say: Stenocare - The company in Denmark that had signed an MOU with OWCP could be a suitor? Nope! That was scuttled within a few weeks. Besides they too suffered from a shortness of cash syndrome.
Did you just say "there is no explanation as to how Sunbeam obtained the 500K Common shares and the Series B Preferred shares"? HOW MANY EFFING TIMES DO YOU NEED TO BE TOLD????
I Will not waste my time trying to explain it to you!
It's well documented in the the various litigation documents and filings.
Hint: In a previous comment I suggested to you that Ziv Turner and Jeffrey Low were connected at the hip.
Give it some thought before you post something. And for once it would be appreciated if you answered the question rather than deflect it with another baseless comment.
You read that correctly. They have yet to convert the preferred shares. The 500K common shares was security for the $120,700 owed to OWC.
The series B preferred shares were for the $700,000 that the company owed Ziv Turner. This was as a result of the wrongful dismissal lawsuit that Ziv Turner filed against the Company in Israel. They settled amicably. If you do the math it works out to approximately $0.015 per common share.
If they had that kind of information they would have converted all their preferred shares, cashed out the 47 million common shares and pocketed over $7,000,000. Shorting shares at the current volumes and price level would yield them chum change by comparison.
That was such a good read. About as exciting as watching paint dry! That was only the 3rd. document out of 81. The case was settled in October of 2018. OWC is owed $120,700. Below is a link to the rest of the documents.
http://iapps.courts.state.ny.us/iscroll/SQLData.jsp?IndexNo=655288-2017
Let me ask you...if, as you say, Jeffrey Low is a serial scammer(he may or may not be), then I suggest to you that he may not be a very good scammer. Otherwise, why didn't he and his accomplice Ziv Turner, not exercise their right to convert the Series B shares back in December? They could have cashed their chips in for an approximately $7,000,000 payday!!!!
Of course the other possibility is that both Jeffrey Low and Ziv Turner are very good scammers, who also happen to be greedy. Is it possible that they see a much higher payday in the horizon? I don't know the answer and I'm not afraid to admit it. I'm just throwing it out there as a possibility.
Try to look at this logically and truly ask yourself why a scammer would have passed on such an opportunity? They could have also sold the 500,000 shares they already had, repaid the $120,700 owed to OWC and pocketed an extra $500,000. Serious money to pass up, don't you think?
The 10 days filing requirement did not apply in this case because Sunbean Management, LLC is not a Section 16 insider. They were the reporting entity required to file, due to their greater than 9/99% beneficial ownership. not OWC.
I would assume that it's because they settled the case. I'm pretty sure the 10-K references the settled lawsuit, but I'm not positive.
The amount owed of $120,700 to OWC was to come from the 500,000 shares owned by Sunbeam. Obviously if they were to be sold now, the $ amount realized from their sale would not be enough to pay the debt.
What I find really puzzling is why they did not sell when the share price reached as high as it did at the beginning of the year. I hope the reason is because they know something that we don't, and not because they dropped the ball.
http://iapps.courts.state.ny.us/iscroll/SQLData.jsp?IndexNo=655288-2017
You misread the filing. It is not for a toxic loan. Form 3 – Initial Statement of Beneficial Ownership needed to be filed in this case because the 43,675 Series B Convertible Preferred Stock, if converted to 43,675,000 common shares represents more than 10% of the outstanding shares.
http://archive.fast-edgar.com//20200511/A922R22CG222T2C2222L22E2WRM7H222A222/
Does the # 43,675 ring a bell? These were issued to Ziv Turner as payment for the wrongful dismissal lawsuit he launched against OWC. Also if you've followed the legal drama long enough, Jeffrey Low should also ring a bell. OWC had sued Jeffrey Low and Ziv Turner, and according to a settlement reached OWC is still owed 100K+. Obviously Ziv Turner is tied to the hip to Jeffrey Low, so they will share in the loot! Beyond that I haven't an effing clue what is going on...except for a knee-jerk reaction that I get whenever I see the name "Jeffrey" associated with the company. They have distinguished themselves all for the wrong reasons!!!
I think the point letitride is trying to convey is that a buyout at $.25 would exceed his expectations. Especially given that it's been a struggle just to maintain the price above $.01. While some are envisioning sugar-plums dancing in their heads, he's being more realistic. Nothing wrong with either approach. Each to his/her own.
True, but unfortunately Moe, Curly and Larry are all dead.
He made a perfectly valid point and all you have to say is "Sell away"? We all have a right to know who was behind the additional 84 Million common shares.
News today of a collaboration agreement with the Tel Aviv Sourasky Medical Center. Please note the disclaimer. A lot of companies are getting into deep doodoo with misleading claims regarding Covid-19. They are playing it safe.
I am not a "wannabe" litigation lawyer, but if there is a real one in the house feel free to weigh in. The language used in the responses to the allegations seems to me to be straightforward and what you would expect from the defendant's lawyer. It is common practice to admit what is factual and common knowledge and deny the rest. In such a situation it's also best to keep the responses short and to the point. By stating that the allegation "constitute legal arguments and conclusions to which no response is required" is another way of saying that this is a legal argument for another day and/or for the court to decide.
The defendant's lawyer continually points to the SPA. A good agreement has to contemplate all possible scenarios and outline each party's recourse. So what if OWC has breached any of the terms of the agreement? In business this happens all the time. DGF enjoyed the benefit it derived from the "triggering events", and as far as we know nobody complained. DGF now finds itself in a bit of a pickle, meaning that in order for them to continue to convert their preferred shares they now have to go through a few extra hoops. It would appear that one of these hoops is Rule 144.
My heart does not bleed for DGF. I'm pretty sure that by now they know the inherent risk swimming in shark infested waters.
Thanks for the link. Obviously my interpretation of OWC's response differs from yours.
Most of the allegations put forth are answered by stating that they "constitute legal arguments and conclusions to which no response is required". Others are denied and point to SPA and RRA. Some are agreed to because they are part of the public record.
The answer to #29 confirms what I indicated in another post that there was nothing to stop DGF from converting its preferred shares into common shares.
Just wondering if you're able to post a link to OWC's answer to the complaint. Thx!
IG when I post something it's always factual unless I'm expressing an opinion. Please read carefully the following, and in particular the part highlighted in red.
Corrections and clarification to your post:
There are provisions right within the agreement that allows DGF to own more than 4.99%, if they wanted to. Also there is nothing to indicate how many shares they currently own. For all we know it could be zero or more than 4.99%
The 84M increase in the share count could be attributed to a number of things.
1. DGF had many reasons to be miffed. Reality is that they could still have converted their preferred shares. It's quite possible that they have, regardless of the lawsuit.
2. Ziv Turner could have also converted his own preferred shares which would attribute to approximately half the total share increase.
3. It's also possible the company issued the shares to raise capital of approx. $100,000 for the reasons mentioned by others here. This should not be considered to be diluting, because theoretically the funds raised would be considered an asset...and hopefully put to good use!
The DGF loan would have to be paid off if there was a buyout.
In my opinion, notwithstanding the injunction, DGF may find itself between a rock and a hard place. This would be true if there are no other interested parties to take over the company, if they deem that there is not enough value in the IP to redeem their equity, or if they deem that suing the company is futile.
So how do they get out of the pickle that they find themselves in? They will have to negotiate and keep the company afloat for however long it takes for them to get their money out. Part of the negotiations would involve getting the company's authorized shares increased from 500 million to 1 billion (could be done unilaterally without shareholder approval) or try for another more realistic R/S.
The moral of the story here is that as long as shareholders are still in the game anything could happen. Regardless there may still be many more opportunities for shareholders to make an exit and look for another game.
Judges base their decisions on facts. Having said that his decision was not that rare.
That is good advice! Confronted with a big financial decision, many years ago I gave the same advice to a client of mine. It's time to "bite the bullet" I said. As soon as the words came out of my mouth I started apologizing profusely. My client was a homicide detective!
He did respond to the lawsuit on April 16.