is...retired
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There is unlikely to be an R/S in March. The 10K SUPERCEDES what was in the 8K. It says 'on or before 8/29'. That is the new date that is provided to us. If it happens in March, that is still 'before 8/29'.
The date changes based on NEED to do it. If there is a need for a conversion to be done, the R/S will happen as needed. I imagine that debtors have been asked to not convert, as the balance sheet gets in order.
But, some debtors might prefer shares at current prices if they believe that will make them more money than accepting payments and interest. Doubt they would accept shares if they didn't believe in the company.
No, they must do the RS or have a special meeting to raise the AS. They don't have enough authorized shares to cover conversions. It is clearly stated for anyone that takes the time to actually read it. They can't sell more stock than is authorized, and they have convertible stock for which there are no reserves. It is not a maybe, and not a postpone - it is a matter of when, for the reason they state - they need to reduce the OS. That is the ONLY reason!
Facts: Authorized shares, outstanding shares and the reverse split.
Note that the EXACT REASON for the reverse split is spelled out in detail, and bolded by me for emphasis below. No talk of stock price, no talk of Nasdaq or OTCQX. It is simply to reduce the OS to permit current debt to be converted to shares. Period.
From the 10K, which is the most recent filing, which is current through March 7 2017:
We are authorized to issue 500,000,000 shares of common stock, of which 112,840,013 shares were outstanding on December 31, 2016 and, primarily as a result of the conversion of convertible debt securities since December 31, 2016, 487,892,651 shares were issued and outstanding on March 7, 2017. At March 7, 2017, we had reserved 49,923,696 shares of common stock for issuance upon conversion of certain of our outstanding convertible debt securities and warrants. In addition, at such date, we had outstanding $28,119,795 aggregate principal amount of additional convertible debt securities for which we are not required to reserve a specific number of shares of common stock for conversions but that is convertible into an undeterminable number of shares of common stock based upon a discount to the then-current market price of our common stock. If all of these securities were converted or exercised, the total number of shares of our common stock that we would be required to issue would greatly exceed the number of our remaining authorized but unissued shares of common stock.
As a result of such potential shortfall in the number of our authorized shares of common stock, it is likely that we will have insufficient shares of common stock available to issue in connection with the conversion or exercise of our outstanding options, warrants and convertible debt securities or any future equity finance transaction we may seek to undertake. Accordingly, we may be required to take steps at an annual or special meeting of stockholders to seek approval of an increase in the number of our authorized shares of common stock. However, we cannot assure you that our stockholders would authorize an increase in the number of shares of our common stock.
Alternatively, we may be required to reverse split our outstanding shares of common stock to create additional authorized but unissued shares. While our stockholders have approved a reverse split of our common stock on an exchange ratio of up to one-for-four shares on or prior to August 29, 2017 at the discretion of our board of directors, a reverse stock split may adversely affect the market price of our common stock. Our failure to have a sufficient number of authorized shares of common stock for issuance upon future exercise or conversion of our outstanding options, warrants and convertible debt securities could create an event of default under such securities, which could adversely affect our business, financial condition, results of operations and prospects.
No, I don't have a timetable. But, when the sp is 10X my avg, I will sell 10-12% to recover my original investment. I don't expect the sp to be anywhere near pennies in a year, and I don't need the cash any time soon.
I will start selling enough to cover my ICLD investment when it has appreciated by about X10. Not my usual method, but in this case, I expect $.25 presplit or $1 post split, either of which will trigger my first sales.
Daily fluctuations are simply noise on my radar. I would not be in this stock if I didn't expect it to get to those levels, and I can wait a year if needed.
Other stocks I have fewer of, such as GIGL with only 50K, and a few others with 1M each. Can't rule out more ICLD depending on news releases.
I don't advise what people should do with their investments. I do say what I am doing at times, and let people consider that and make their own minds up.
That said, I manage my GF's portfolio and mine. We now have over 21 million shares of ICLD. Began buying in January. Our avg price is below .02 for her, and below .03 for me. (I bought more when it was rising last week, raising my avg.)
Now, we are just waiting for developments. The R/S will leave us with 5M shares at the new price. I have no doubt that earnings news will be good, and I have no doubt that there will be new contracts announced. I have no doubt that the debt is being eradicated, and future earnings will go toward growing the company.
All that said, if there was ever an OTC stock for ME to invest heavily in, ICLD is that one. They would have to go bankrupt for us to lose money, and I just can't see that as even a remote possibility. We're up around $200K as it is today.
I also don't see them being bought out, since most companies would already have much of the same functionality, which would be redundant in a buyout. ICLD is designed to service multiple customers, many of whom are competitors among themselves.
Good luck to all - the next year should be stupendous.
I swear I don't understand why people debate the terms of this loan. I posted the actual loan document, no one reads it, then they debate the terms. Unless you are involved in the writing of the loan, you don't know why the terms are what they are, and speculation is just daydreaming.
From the 8K that those that are speculating on but have obviously not actually read:
"vi. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to Two Million (2,000,000) (the “Reserve Amount”) for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder (and the other holders of the Notes). Following the effective date of a 4-for-1 reverse stock split to be effective on or around March 31, 2017, the reserve amount shall be 50,000,000 shares of Common Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable."
For a logical explanation, call the CFO. He knows the facts, we are only guessing.
You do realize I was simply stating what is in the loan agreement, right? Do you have any idea what is 'right' and 'wrong' about a loan agreement between two companies? I thought not.
I suggest you read and internalize the loan agreement, so you don't have to 'doubt' ICLD's own written agreements.
It did not jump - it is part of the 8K, as I stated earlier. Just read it to understand. 2 mil doesn't cover the $550K loan, but 50 Mil will after the split. It is RESERVED, not guaranteed that they all get converted. It is part of the AS, not the OS.
They won't be able to ruin anything once the news is out about their financial restructuring being complete. That is when the company will gain a position on Nasdaq or otcqx which will inspire some institutional buys.
We will simply be along for the ride, if we still have shares. I will have all of mine.
ICLD (the elephant) and the 5 blind men. You know, the story where the 5 blind men were to describe an elephant but each only had one part of the elephant to describe it. One had the tail, another the trunk, another an ear, another the side, and lastly one with a tusk.
Clearly, none of them described the actual elephant.
That's what I see here - blind men (and women) trying to describe ICLD based on their own imagination. All kinds of ridiculous claims, none of which is even close to what is actually happening at ICLD, because they have not TOLD us exactly why we see what we see.
The fact is that ICLD is reducing convertible debt and senior (secured debt) as fast as it can. It is obvious in their SEC statements what they are doing. When their revenue can be turned to growing the company instead of paying down debt, things will look much different.
We need to wait for the next 'photo' of ICLD, which will be the next SEC filing, or other press release or both. Anyone selling any ICLD before seeing the results of the current quarter is throwing money away. It HAS to look better than the last two quarters simply because of the things they are doing to get out of the hole.
The reserved shares are 2 mil before the split, and 50 mil after. Read the 3/10/2017 8K documents for all details.
8K and associated documents
If you think only in terms of pennies, you are correct. But, if you think in terms of percent change, you are wrong. Notice how long it takes to get a penny change at this price. If it were at 4X this price, it would move by multiple pennies.
I bought and hold millions of shares. I'll still have millions after a 1 for 4 split. Quite happy with that.
Reduced OS could be from:
Reverse split - has not happened yet.
Buy back shares - has not been announced.
However, I think there is one way such a buyback could happen:
A debt holder that has shares *might* be persuaded by the company to sell shares back to the company for cash. I don't know the legality of that, but if it was done, the OS would shrink by however many shares were bought back.
We have not been told what that recent $550K loan was for, but it requires a 10M share reserve, plus, I think, another 2M share reserve. That's 12M reserved.
With OS of 488,849,090, they are *almost* there, without performing the R/S to reach it.
We know there are some friendly debt holders - it seems within reason (to me) that one of them would be willing sell shares back to meet this requirement. We will know if the OS rises again.
At $.04, a million shares costs $40K. 7m would cost $280K. Seems that would be one possibility for that new loan.
It would FIRST have to be voted on, which means WE as shareholders would have to be notified that there was going to BE such a vote. If the vote was FOR a buyback, it would have to be reported to the SEC before commencing the buyback.
Does anyone really think ICLD has money to purchase its own stock before it pays off the rest of its convertible debt? Holy crap, folks, it makes absolutely no sense!!
Stock buybacks are generally done to dispose of excess profits. I don't think that's ICLD's current problem.
A share buyback would require an SEC filing. Not happening without a shareholder vote anyway. Besides - they would have to BORROW money to buy back shares. Duh...
Of course I read what you posted. But you are simply wrong - the 180 days is not up, and they only need satisfy the continued listing requirements, not the initial listing requirements.
Look up the date they were delisted, which is around the end of September. That would be 180 BUSINESS days from that date,
The reverse split has nothing to do with raising the price of the shares. That is simply an effect of the R/S process.
The problem to be solved is that they still have convertible debentures which permits loan holders to take stock shares instead of loan payments.
At this time, there are no more shares to convert because the OS is maxed out to match the AS. They also have a requirement to reserve 10M shares for conversions and they don't have them at this point.
THAT is the reason for the reverse split.
The stock price simply is multiplied by the ratio of the stock split. Getting the convertible debt under control will cause the stock to go above $1 in short order.
Relisting on Nasdaq requires satisfying the deficiencies within 180 days. It is called 'Continued Listing' in the pdf below:
Nasdaq Continued Listing Requirements
The reverse split will have absolutely no affect on shorters. They are treated the same as all other shareholders are.
There is only a change in number of shares and value of the shares.
Your understanding is wrong. Both the most recent 8K and 10K state that is going to happen soon. Currently on or before August 29.
That report is from September, when they became delisted. No mention of it in the annual report. And, in fact, the reverse split that was 'postponed' in September is now expected by end of August.
That R/S has nothing to do with stock price. It is needed to reduce the O/S which is about maxed out. These is still convertible debt remaining, and it can't be converted until the OS is reduced.
I have heard this before, but I could not find a source for it. Got a link?
They don't HAVE to meet the same requirements as listing for the first time. They only have to 'fix' the problems that got them delisted, within 180 days.
ICLD has not stated which things they have accomplished so far, but obviously they have gotten their reporting back on schedule. The stock price is an obvious issue that needs to be improved, and the R/S by itself won't do that. So, they must have something else in store to get back to $1 and stay there. Any other issues with Nasdaq will probably not be publicized separately - 'fixing' a problem does not rate a PR blurb. The blurb will probably be the mention of being relisted, which in itself is critically important - many investment firms won't touch OTC stocks.
There is no debate about the date of the R/S - SEC filings are chronological, the newest always overrides any previous. Think of them as snapshots, which they actually are.
The most CURRENT SEC filing is the 10K of 3/14, and it states:
"approved a reverse split of our common stock on an exchange ratio of up to one-for-four shares on or prior to August 29, 2017 "
Most companies have an email service to alert you to press releases, sec filings, etc. ICLD has one. If you want news, you subscribe to their notification system.
Or, you can go by rumors here.
The reason has nothing to do with share price. The details are in the most recent 10K and 8K.
Yes, you SHOULD question the conference call. Those are for shareholders. It would be posted on their Investors page if there was to be one. They actually TELL shareholders when they are going to have one, so they can participate.
And earnings release? This quarter isn't even over yet. We'll be lucky to see the earnings by late April. Last year's 1st quarter results weren't posted until June.
If you want to know what is going on with a company, you should always go to the company's own site and look for news instead of asking a bunch of people that don't know what they are talking about half the time.
I've never seen so much misinformation in my LIFE as I see on this board. All anyone has to do is go look.
Please quit linking those stupid articles that are for an ICLD when its stock price was over $1.
Clue:
"The stock climbed 0 percent over the past quarter, while surged 0 percent over the past six months."
"Surged" 0 percent????? Holy crap, zooming right along, isn't it? I remember the last time I surged 0% well. Quite exhilarating.
Yes, over a year ago, when ICLD was over $1, ONE analyst projected a stock target of $6. Find that analyst and ask for a new analysis. I'd guess it would be somewhere around $0.60 within 52 weeks.
ICLD's debt conversion is not dilution. ICLD borrowed real dollars, and has paid some of it back with stock shares. It is called 'convertible debentures', which simply means if the money plus interest is not paid as agreed, the debt can be converted to stock at an agreed stock price.
Dilution happens when the company 'offers' new shares to the market with the express purpose of raising cash for operating the company. Those shares are offered at a discount to the current stock price, which 'dilutes' the current stock price, because no one will pay higher than the diluted price.
Totally different issues, totally different reasons.
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If you want to be notified of any new financial news at ICLD, fill out the email form on their investor site. I do this for all stocks I watch.
ICLD Investor news
They HAVE given notice, THREE TIMES!!! You have to go READ their SEC filings instead of just pulling crap out of your ASS.
ICLD is a company that has books, a business plan and a schedule to follow. They release details at the appropriate times, and not before.
If you want to KNOW their plans, READ what they have filed with the SEC.
Spewing ignorant statements here just pisses everyone off.
Reverse Split from 10K:
As a result of such potential shortfall in the number of our authorized shares of common stock, it is likely that we will have insufficient shares of common stock available to issue in connection with the conversion or exercise of our outstanding options, warrants and convertible debt securities or any future equity finance transaction we may seek to undertake. Accordingly, we may be required to take steps at an annual or special meeting of stockholders to seek approval of an increase in the number of our authorized shares of common stock. However, we cannot assure you that our stockholders would authorize an increase in the number of shares of our common stock. Alternatively, we may be required to reverse split our outstanding shares of common stock to create additional authorized but unissued shares. While our stockholders have approved a reverse split of our common stock on an exchange ratio of up to one-for-four shares on or prior to August 29, 2017 at the discretion of our board of directors, a reverse stock split may adversely affect the market price of our common stock. Our failure to have a sufficient number of authorized shares of common stock for issuance upon future exercise or conversion of our outstanding options, warrants and convertible debt securities could create an event of default under such securities, which could adversely affect our business, financial condition, results of operations and prospects.
The 10K says R/S before Aug 29th. They have a 50K share option due about then.
No change in A/S. It would take a shareholder vote, and most shareholders would not approve it.
The R/S is all it takes to fix the shares problem and is already approved. The timing will be announced when their business plans firm up.
go to Nasdaq.com, ICLD, and check the after hours trading link. That trade is there.
Let's use the correct terminology:
A/S = authorized shares. That is the number of shares that are permitted to be sold, in total.
O/S = Outstanding shares. that is the number of shares that are owned.
Right now, the O/S = the A/S so there are no more shares to sell. Yet, ICLD has convertible debt on the books so they MUST reduce the O/S to provide shares for conversions.
Read our posts again - the R/S is ABSOLUTELY needed. ICLD has no more stock to sell or to permit conversions. Yes, they still have debt, read the SEC filings for details. One $550K convertible loan just this year.
ICLD is a growth company. Shareholder value is created by growing the company, not buying up its own stock.
The split is a mandatory move because they are out of available stock.