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Oldengray, I really appreciate your thoughts here....
Are you guessing that they are other warrants that weren't shown in the S1a?
Or could they be gone as the unknown number of warrants could have been greater than the shares of common stock issued for cancellation of said warrants?
Also please see and reply if possible to my previous post....I think I'm getting closer to understanding what I'm reading.....
Thanks
Oldengray/jw/crossroad....So in layman terms....is a warrant:
Basically a way to intice some body / entity to buy shares by saying the can get them at a better price....
So mp goes to joe and says we need money and our pps is .009 and we will issue you 150million warrants to buy at .01....then pps hits .015 and joe executes....then mp gets 150million *.01 and joe gets 150 million *.005....which in turn results in a paper loss on mp books because they could have sold these shares into the market themselves and retained the total proceeds of 150million*.015?
So is that a warrant? Or does joe have to do (provide service) anything to get these warrants?
And if he doesn't hve to do or pay anything why would any company ever even use a warrant?
I'm sure this may be basic comprehension for some of you, but it would definite help my thought process if somebody could clear this up for me.
Sorry about my prior post. It's mixing and matching to much info....I just need to take a few to clear my head....your making me more confused. You say I'm wrong, then I'm right, then not sure....
No offense intended....just need a moment to clear my head....this is NOT helping with me being dislectic.
My big question here is that accredited investor/consultant selling his shares in the offering at a loss? Something is up and it's not the PPS as of right now. Their agreement was only meant for a short term....12 months....BUT....he's expecting things to happen sooner than originally expected??
If you go to the table above the notes you will see GRQ is offering shares that would reduce stake from 4.2% to 2.18%. So he either expects the PPS to dramatically increase in the near future or go down(I dont' think down)? They included everything in the S1a... If I were to make a guess I would say the only dilution we are seeing should be done (my guess is 137,500,000 shares should be beig dumped (NOT 305 million). This would cover the private placement proceeds from July?
Even though MP does NOT gain any money from the porceeds of the offering I am sure they can get some money from the last remaining 46 million warrants if they are exercised???
What was the 424b3?
JW, We did, but I brought it up again for 2 reasons.
Crossroad made an anlysis yesterday and you said was correct, but I don't see how it could have....unless there are warrants from other agreements....which I don't think can be true if the just issued and registered the shares required for the consulting agreement.
Crossroad thinks these aren't in there yet, but the 8K (7-19-12)says they must be within 60 days. I thought those were the ones issued to QRG and Mechadavid. Thats why I thought the EFFECT of the S1a was so important.
Problem for me is I'm not 100% sure about reading filings and when the PPS is suggesting I am completely wrong I start to doubt everything....
Because for me that was huge news! They could have easily showed Q2 CFP. They only diluted 300 million shares (which is 200 million less than expected based on the 10Q). 500+ million warrants reduced to 46 million. They raised enough CASH to continue and have a much better internal portfolio.
I'm thinking here we go....instead it got RED and more RED.
What the F am I missing?
What about the difference between 1 & 2 from my previous post?
Also could there be more warrants from prior agreements years ago???or is that footnote from the RECENT S1a include all in MSLP books?
Also I am pretty sure that QRG is part of the 8.4% included. They had 60 days from July 13th to issue compensation if the did NOT follow through with consumation of an R/S.
From the 8K:
(g) In consideration for the Services, the Company shall issue to the Consultant shares of the Company’s common stock (the “Compensation
Shares”) in an amount equal to 4.2% of the Company on a fully diluted (as-converted) basis and after giving effect to the Company’s
contemplated reverse equity split and the Financing (as defined below). The Company shall issue the Consultant the Compensation Shares within
five (5) business days after the Company shall receive at least $1.0 million in proceeds in the aggregate in one or more debt and/or equity
financings (the “Financing”) and affect the reverse stock split (the “Reverse Stock Split”) contemplated in Section 8(q) of that certain securities
purchase agreement dated July 11, 2012 (the “Securities Purchase Agreement”) by and among the Company and the investors named therein.
Notwithstanding the foregoing, in the event that the Company shall fail to consummate the Reverse Stock Split within forty five (45) days from
the date hereof, the Company shall take all requisite action to increase the number of its authorized common stock outstanding and issue the
Compensation Shares no later than sixty (60) days from the date hereof. The failure of the Company to deliver the Compensation Shares on or
prior to that date that is sixty (60) days from the date hereof shall constitute a “Compensation Share Default” hereunder. Until the Company has
issued and outstanding 3.5 billion shares of Common Stock (subject to adjustment for stock splits), the Company shall ensure that the Consultant
shall maintain its 4.2% fully diluted equity position. In connection therewith, the Consultant shall be promptly issued additional shares of
Common Stock of the Company so that Consultant shall continue to own 4.2% of the Company on a fully diluted (as converted) basis after
giving effect to issuance of Common Stock or securities exercisable for or convertible into Common Stock (the “Equity Anti-Dilution
Adjustment”). In addition, the Company shall not affect any Change of Control transaction (as defined in the Securities Purchase Agreement)
unless Consultant shall have receive all of the Compensation Shares it is entitled to receive hereunder prior to affecting such Change of Control
transaction. Notwithstanding the foregoing, in the event that there is a Compensation Share Default that remains uncured for a fifteen (15) days,
then in addition to the right to Equity Anti-Dilution Adjustments, Consultant shall also be entitled to similar Equity Anti-Dilution Adjustments
for a period of two (2) years from the date hereof so that Consultant shall be issued additional shares of Common Stock of the Company so that
Consultant shall own 4.2% of the Company on a fully diluted (as converted basis).
Oldengray, speak up please. JW/Crossroad, Am I getting this correct?
From S1a page 4 (bottom footnote): (1) Assumes the exercise of all shares underlying warrants being registered hereunder.
(I interpeted this as all the exist in the MSLP universe...NOT just those mentioned in the this filing....or rather all were included in this filing??)
Also what is the difference between these statements:
1. (13) Includes 4,166,667 shares received in consideration for the cancellation of previously outstanding warrants.
vs
2.(29) Includes 3,670,938 shares of common stock received for the cancellation of outstanding warrants.
vs
3. (75) Includes 15,000,000 shares of common stock and 7,500,000 shares underlying warrants. 15,000,000 shares of common stock and 7,500,000 shares underlying warrants are being registered hereunder.
Is #3 saying that these warrants are NOT included in the current O/S and will be the only ones left on the books?
Crossroad, I'm pretty sure that the 8.4% is was issued and regeistered in the S1A and EFFECT. It was via GRQ and Mechedavid.
I just mentioned the CASH reserve as it was significant that they could have showed a profit, but instead preferred to create a more balanced portfolio within their organization. I thought it sounded like they are listening to new management.
Now the warrants still have me majorly confused.
Gonna use another post to ask a question that I am completeky lost on
Sky/Crossroad, Yes thats' what I've been trying to say...NOT to say I was right all along....I'm still pretty lost, but learning.
Thats why I had "hopes" that NO MORE dilituion and that this is just a huge shakeout!!
From the 8K on 7/19/2012; EXHIBIT 10.3
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and effective as of the 12th day of July, 2012, by and between MusclePharm
Corporation, a Nevada corporation (the "Company"), and GRQ Consultants, Inc. ("Consultant"
I actually wanted to ask he/she if it is good or bad news. LOL
So does everybody have their positions full? Or will some need to chase? Looks like last chance has come before the cheer/PR party.
Crossroad / JW, I'm still haveing trouble tracking all these numbers down. Both of you please feel free to weigh in on any of the topics below. Please.
First JW I understand a warrant is right to buy, but does that mean buy from the A/S (therefore a company must maintain enough A/S to accomodate any holders ability to buy?
Crossroad, I regards to Q2 sand bag...thats the point I was trying to make last week. The 1.6 million was deferred rev (that alone would have have put them CFP based on old accounting methods). They had never reported deferred revenue in the past. Then they also spent $500K on share buy back, and have a CASH restricited account for $50K. So even with the expansion they could have been CFP "easily". IMO They also showed inventory for the first time as well.
For me this is the most realistic place to look why they may NOT be CFP for Q3, that or some crazy R & D expenses,(if they show a deferred rev # of a few million rather than 1.6 million), but that would make me super optomistic about Q4! Definitely looking forward to this number on the next Q.
Crossroad, look at page 16 of the S1A at the desctiption notes (76) & (77): (76) GRQ Consultants Inc. is a corporation organized and existing under the laws of the State of Florida (“GRQ”). Barry Honig is the Chief Executive Officer of GRQ and as such, maintains sole dispositive voting power over the securities held by GRQ.
(77) Includes 62,488,447 shares received pursuant to a consulting agreement, 30,054,611 shares of which are being registered hereunder.....this is the last part of description of shares being offered.
Who is this? I thought this was the 8.4%?
Thanks
JW, I justed posted crossroad regarding this as well....
I thought that the O/S included all the common stock and warrants with the offering mentioned in the S1A.
I also thought that they only had to ad 30 million shares to fulfill the 8.4 consult agreement.
Where is crossroad coming up with 3 billion and hamham coming up with 5 billion.
I am really lost on this share structure...its like Im reading a book in 3 seperate languages.
As stupid as this may sound....I honestly thought there was a chance this would be the max out of 1.55 billion shares (toxic debt done....with the exception of the warrants for the 8.4% consult agreement) and they could have a great chance at being CFP this Q with no further dilution.
Help appreciated.
Crossroad, we've talked about being CFP for Q3 and seem to arrive at a similar possibility, but I'm lost on share structure.
Where are these warrants hidden? How can I find?
Also why did you ad another 8.4% for consultants? The S1A stated that they only (and already included in the offereing)added an additional 30 million shares to fulfill the terms of that agreement.
I know this is a basic question,,, but are warrants not considered part of the O/S?
Is a warrant a right to buy from the A/S?
Seriously lost here on share structure.
You got that from 800k volume and 7% red? In comparison with 11mollion volume and no change yesterday?
What makes you say that
Wish I had already put some time in here... Hopefully I'm not starting to look in the right places when it's too late.....maybe I'll get lucky and my constant buying on the way down will be smart (I started buying heavier aroun .015).
Problem is this just gave me another piece to the puzzle, without solving anything ....well I do know they sit got rid of toxic, but at what pps??? I can't even attempt to speculate..maybe we already overshot the low? Maybe it another 50%?
I'm currently over invested...and my time frame is 3 months and I need to 25% of my principle to maintain my emergency family fund. Problem is that fund is currently at 50% because pps is so low.
Real questions and thoughts....sorry for rambling, but I would appreciate thoughts If you have / understand a piece of this puzzle.
I think this might be why JLTG left....he can't speculate as well now that 2 predictable funds that like to play have left the building? Wonder what he saw he liked or disliked? Rather what he understood as I'm sure I saw the same....just didn't know what I was looking at?
I found some good news today...atlesst I think so....
In a recent 8k muscle pharm terminated a deal with southridge...here is a little info about southridge:http://www.forbes.com/2009/10/07/sec-southridge-capital-business-wall-street-southridge.html
Another ihub write up I like as well ( as mp recently settled with JMJ):http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68247638
Maybe many here are aware of this...I'm still learning and thought it was worth sharing....I should have looked this up a long time ago
Glad to hear your keeping an eye in this positive board....
Could you share your thoughts on:
Current pps - is this dilution or is just people selling and rebuying?
Chance for Q3 cfp? Don't know if you read my posts over the last week, but I really can't find anything that would inhibit them from being cfp other than research&developmt (which the don't let us know if it is happening or not) or deferred rev (massive amount that would hit books q4 or q1)?
Looking forward to your thoughts....thanks
One good reason not to dilute furTher is the new board member gets 8.4% plus 2 seats with anti-dilution......they could lose control
We agree....I'm just saying its not game changer today....I completely agree with new young adults, etc....I just worded it as a trend spotter to see when these new people jump on board.
That's why dicks wants mp....it's safe!
Im just saying it is a trend spotter at the moment
Dicks is not a game changer....who goes to dicks just to buy supplements? Other than the person who goes out of convenience? A worker at dicks most likely isn't going to know about supplements unless he personally uses and knows about them....it is good simply for the fact that it can be a trend-spotter in ye sense that when dicks sales improve drastically it would show that the general public is more curious and open to the idea of using such supplemements....it would be very useful to guess the overall industry growth potential for future years and give mp an idea of how much of that market they can and want to obtain.
In regards to booth...it is not going to be a major Q3 expense as its construction began in Q2 maybe even Q1.
They obviously have more cash than we all think; otherwise they would not have spent $460k on shares and set up a cash reserve fund (currently $50k) that grows with 10% of all cash payments received.
They only question I want to know is how they could NOT be cfp?
For me the following possibilities:
New employees (unless execs it should not be a huge expense as most payment is based on commission)
How much revenue might be deferred? Meaning one more Q till cfp?
I don't think the past couple of days was dilution into the market unless one of their security holders was desperate for cash for their own personal reasons....as they would be taking a loss right now.
I can't imagine that all the security holders fr the S1a that received common stock at .01 would have accepted the offer if they were going to lose on their money and possibly exponentially if mp really did a r/s
Just some thoughts
How many more shares do manipulateres have to drop?
I'm know trading pro, but math is second nature...leverage
You have to have shares to sell to sell right?
Is it smarter to sell at .025 and buy at .01 or sell at .011 and buy at .007 then bounce for 12% to .08....and back and forth until you have enough?
I would prefer to be the latter, but only hold 1.2mill shares.
Somebody made a great comment the other day....if it gaps than nobody will sell???
They havent released the new comp package for 3....
Just part of the good news on the way?
I'm talking employees. Salary $50k annual plus 10% cOmmission?
You do realize everything is/has changed? This co was run like Enron/ pyramid scheme? Now it's profitable? Now they get paid by boosting pps? Now they have a chance at a real career? And a better resume when this gets old/boring?
If they wanted to run a scheme would they sell product the affects people supplements? And all the risk involved with that? Why would the pps be lower than every single peice of common stock and warrant they issued? Do you really think that many investors/service providers accepted shares above value? So all these security holders are stupid? They accepted .01 or more? And the pps is .007? Hmm?
Really? What other products? Curious what they suggest....
thanks.
Wait minute.....why would I care? I just care that they are cfp in Q3.
Any guess as to how much 8 more employees cost?
Yup, last time I saw that it shot up 500%.
I thought you could, with a large fee??
Why does it show 29 million with the last trade at 4:00:59pm?
7,467,600 at .0069.
It showed on my Etrade account and otcbb.com (LII)
How come no comments on the 7 mill share buy after the bell? No comment on mp(vfin) buying shares?
Crossroad, Dinglesworth? This is getting ugly....you guys are trying to scare shares now too?
He was referencing the UFC expo....C'mon now
Or the 5 Million shares was a Buy to Cover??
So was that a signal of good to come?
Why did VFIN jump on the bid and buy earlier? To show us they have CASH?
Any Ideas?
Bam. Bam. Bam
Accurate ? Depending on what?
Sharers weRe issued via sec regulation at said price. Loss was derivative.. If they sold all 19milli at today (because it was sold as a penny) pps it would be recorded as profit for mslp... So do you want paper profit or operating? Or both?
He also pointed to cash....they spent twice as much buying stock as the lost in flow. They spent 3.7milllion in dilution proceeds to pay debt. They could move boOks and be cfp Monday...for q2 too?
I think you misunderstood me....I will sell 25% of my shares .045 be ause that's "my" current fair value. In regards to managent I'm looking at operation profit (cfp); and deferred rev. If calculates to cfp the game on!
Oh, they added 8 emplouees....not sue of cOst?
Another thing I'm interested in is the research team...who/how is subsidizing mp?
Amen. I will have t sell 25% of my shares at .045 though....fyi
Avocet, you still in sd? I'm local here.
Do we even know who and how many creditors got stuffed on his personal bk?
I've been through one personally....and its
Not always what it seems.
When ecoonomy went south in 2007 just 2.5 years after I started my biz I lost almost everything; because I didn't bk fast enough.
I screwed over credi card companies. I paid over 70% of principle and they wouldn't renegotiate terms under 20%. I reserved a cash account $10. I continues to pay on cc for revolving cash flow. 4 credit cards I called and paid for months the minimum which was not enough to lower the bill after interest. I got up o 75% principle in 5 years and they wouldn't back off....actually it ended hen the reported me to the only credit card I kept open and they shut the card on us (wife and I). She get rejected while buying food....I couldn't even buy food. Within 24 hours I hired a lawyer, filed, and stopped paying. ....over 2 years if they had negotiated I could have paid principle plus 10%. Instead they went after me....and lost even more money....that's when I new the economic collapse was a part of greedy....they turned down 15k over their time to negotiate a payment plan....I saw their version of priorities.
Not giving excuses, just as there is more than we all see.
Yup, after spending $ 500k on shares. Gekko Thanks for your input
Hey new guy, unfortunately justlovetgegane is no longer here...he would probably have the answer.
First of all; everything about mslp is mysterious and if you are here long enough you will understand.
I had a limit order just above yours at .0074 for 100k shares and it was the only order up, yet 2 orders for a 100k shares went through....and even before hearing your story I thought it to be very fishy.
I could see somebody covering short and matching every buy in this range??
I also assume this is how the big players load.
....mslp is mysterious
....is the bottom in??
DumpsterD, What is the scam? I really don't want to lose all my money...
A company with real products...
The SEC is well aware of what they are doing...the gave them an EFFECT notice of their most recent S1A.
Where can I find this scam?
Hunterdog, I'm still here and buying more as we speak, but I can't blame anybody for selling...actually sometimes I think I should.
Negatives are: there is no business plan (they haven't communicated anything as to goals, strengths weaknesses, etc)....the recent 8k they put out about terminating a deal was a deal worth 70% of the current market cap. The cant get a fair value loan if their life depended on it.
Positives: brand is huge in the USA, in Brasil as well..any have said other countries, but these are the only 2 I can attest to. Worst case scenario they get bought out for the branding alone. Books are clearer and more complete.
Take Care...Good Luck as well...
I'll miss your insight....both contrite and vague.
Thanks for attempting to steer me in the right direction...we'll see if I'm getting it