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I'm in Buff's camp here. The most highly unlikely scenario that not one person here would have thought occurs,how can anyone say with total conviction that they know for certain what the future holds here? " The reports of my death have been greatly exaggerated"_ A.L.
You should know by now these guys are the keystone cops of PR releases- absolute disconnect with any fundamental grasp of communication and always an afterthought relative to shareholders
I get it, zero communication(for whatever reason NDA's or they don't give a crap)for months, only place to go is a MB, which is saturated with paid text fields that yell fire, voila, shake out big time. Hey we might not like what they will offer up, I am holding as I think this is as usual way overdone. Dump PP, still have robust IP, cash in bank, a marriage with a company that has exciting tech with a CEO that is savvy enough to get Ford to sponsor his record flight.. I will give them the benefit of doubt and willing to wait as I have been here many times before over the years and now they are in bed with many govts.
That's not consistent with the script here,let's get back to doom and gloom and crack this down another notch so we can re load and ride it up next month.
Just like an A10 Warthog. Regardless, anything was better than the position they were in. Let's see what they have to say, might just be a method to this madness.
I'll take my chances that someone knows something we don't
Exactly, stay tuned..
Well..it was definitely a Friday PR. Not the end of the world quite yet, but you can see it from here. I will be hangin at the beach with Fred and E till then. Hard to imagine TSA ET all going with these guys if they didn't have an action plan for the debt.
Riding here, not much downside at this point. Crazy as it sounds I would rather it be at .20 with out PP and delightful Bill than where it was, which was going no where. Good chance this bounces hard on a strong # for the ETD.
check out their promo video,think big drones with big ordnance that can move in and out of urban interface, identify threats and execute with a minimum of collateral loss. That's just one app, i'm sure there is a much bigger picture.
Clearly they sell(to L3)their ETD biz to fund some serious use of their IP, most likely to Govts. Zero the debt, no more greasy lending, uplist,what's not to like? It's always been about the patents. You either think they have lost their mind, or perhaps are on to much bigger R&D than B220's. Sky's the limit here,no more OTC mean big money jumps on board.
Beats the hell out of me. But if they do get prosecuted,best hope is Feds allow a sale to go through to end this bad microdot trip. If you like rainbows,ice cream cones, and Frank Capra films, they unearth violations in the eight years they have lent to ISC and in a suitably biblical ending to the evil PP the feds forego the debt. I think scenario #1 is a safer bet.
Nothing new there, max dilution has been in the mix for years.
This tells me they are in trouble(PP)
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
"(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws"
IMO the best thing we have going fwd is if PP gets whacked, we are a strategic asset to the Fed and will be treated as such.
Not necessarily,
The Reporting Persons may discuss ideas that, if effected, may result in a change in any of the following: the acquisition by persons of additional Common Stock of the Issuer, "an extraordinary corporate transaction involving the Issuer", and/or other changes in the board of directors or management of the Issuer
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed with respect to the Reporting Persons’ beneficial ownership in Implant Sciences Corporation (“ISC” or the “Issuer”). This Amendment No. 1 corrects and supersedes the Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2016 (the “Original 13D”). Each Item below fully replaces and supersedes the information disclosed under the corresponding Item of the Original 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the Original 13D.
ITEM 1. Security and Issuer.
This statement relates to the shares of common stock, par value $0.10 per share (the “Common Stock”), of ISC, with its principal executive offices located at 500 Research Drive, Unit 3, Wilmington, Massachusetts 01887.
ITEM 2. Identity and Background.
(a) This statement is filed by Platinum Partners Value Arbitrage Fund L.P., a Cayman Islands exempted limited partnership (“PPVA”), Platinum Management (NY) LLC, a Delaware limited liability company (“Platinum Management”), DMRJ Group LLC, a Delaware limited liability company (“DMRJ”), Montsant Partners, LLC, a Delaware limited liability company (“Montsant”), and Mark Nordlicht. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Each of DMRJ and Montsant are wholly owned subsidiaries of PPVA. PPVA controls the operations and management of each of DMRJ and Montsant and PPVA has the power to direct the voting of the shares of Common Stock owned directly and beneficially by DMRJ and Montsant. By virtue of this relationship, PPVA may be deemed to beneficially own the shares of Common Stock owned directly and beneficially by DMRJ and Montsant. DMRJ has no voting or dispositive power over shares of Common Stock owned by Montsant and Montsant has no voting or dispositive power over the shares of Common Stock owned by DMRJ, and, accordingly, each shall not be deemed to beneficially own the shares of Common Stock owned directly by the other.
Platinum Management is the investment manager and general partner of PPVA. Mark Nordlicht is the Chief Investment Officer of Platinum Management. By virtue of this relationship, each of Platinum Management and Mark Nordlicht may be deemed to beneficially own the shares of Common Stock owned directly and beneficially by PPVA.
(b) The business address of each of the Reporting Persons is 250 West 55th Street, 14th Floor, New York, NY 10019.
(c) The principal business of PPVA is that of a private investment fund engaged in the purchase and sale of securities for its own account. The principal business of Platinum Management is serving as the investment manager and general partner of PPVA. The principal occupation of Mark Nordlicht is serving as the Chief Investment Officer of Platinum Management. The principal business of each of DMRJ and Montsant is to purchase, sell, and own assets for the benefit of PPVA.
8
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) PPVA is organized under the laws of the Cayman Islands. Each of Platinum Management, DMRJ, and Montsant is organized under the laws of the State of Delaware. Mark Nordlicht is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
On September 24, 2015, Montsant converted $245,000.00 of accrued interest owed by Issuer under that certain Amended and Restated Senior Secured Convertible Promissory Note dated as of March 12, 2009, and assigned to Montsant pursuant to that certain Assignment Agreement dated as of May 4, 2015 (collectively, the “March 2009 Note”) into 3,062,500 shares of Common Stock at an adjusted conversion price of $0.08 per share. The funds provided to Issuer in exchange for the Notes were obtained from the general working capital of PPVA. Since September 24, 2015, Montsant has sold 980,671 shares of Common Stock in the ordinary course of its business, and, as of the date of this filing, Montsant directly owns 2,081,829 shares of Common Stock.
Montsant has the right to convert $5,282,428.00 of outstanding principal and accrued interest owed by Issuer under the March 2009 Note into the Company’s Series J Preferred Stock, which may then be converted into up to 66,030,347 shares of Common Stock, at a price of $0.08 per share of Common Stock; (ii) DMRJ has the right to convert $18,965,000.00 of outstanding principal and accrued interest owed by Issuer under that certain second Senior Secured Convertible Promissory Note (as modified or amended from time to time, the “September 2012 Note”) into the Company’s Series H Preferred Stock, which may then be converted into up to 17,399,082 shares of Common Stock, at a price of $1.09 per share of Common Stock; and (iii) DMRJ has the right to convert $17,518,455.00 of outstanding principal and accrued interest owed by Issuer under that certain third Senior Secured Convertible Promissory Note (as modified or amended from time to time, the “February 2013 Note”, and collectively with the March 2009 Note and the September 2012 Note, the Notes) into the Company’s Series I Preferred Stock, which may then be converted into up to 14,846,148 shares of Common Stock at a price of $1.18 per share of Common Stock. The rights to convert noted in this paragraph may not be exercised without 61 days prior notice to the Issuer to the extent that conversion would result in the Holder having beneficial ownership of more than 4.99% of the Issuer’s Common Stock.
ITEM 4. Purpose of Transaction.
The Reporting Persons purchased Common Stock and the Notes based on the belief that such Common Stock and Notes, when purchased, represented an attractive investment opportunity. Although no Reporting Person has any specific plan or proposal to convert the Notes into shares of Common Stock or to otherwise acquire or dispose of Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may convert all or a portion of the Notes into the Company’s preferred stock and then into Common Stock or directly into Common Stock, acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. The purpose of the acquisitions of the Notes was for investment, and the acquisitions of the Notes were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Consistent with their investment purpose, the Reporting Persons have engaged, and may continue to engage, in communications with one or more stockholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations and plans of the Reporting Persons. In particular, the Reporting Persons have had preliminary discussions with the Issuer concerning among other things the composition of the Issuer’s board of directors. The Reporting Persons may discuss ideas that, if effected, may result in a change in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors or management of the Issuer.
First you would need to know the stock existed. Here's the chart since current BOD has been in.
http://www.marketwatch.com/investing/stock/IMSC/charts?symb=IMSC&countrycode=US&time=9&startdate=1%2F4%2F1999&enddate=7%2F19%2F2016&freq=1&compidx=none&compind=none&comptemptext=Enter+Symbol%28s%29&comp=none&uf=7168&ma=1&maval=50&lf=1&lf2=4&lf3=0&type=2&size=2&style=1013
A company with a former proactive CEO and zero sales that traded for years at 2x current levels, then one who inherits contracts and does zero to embrace media and build shareholder value. Please don't tell me it's GB's fault we are trading in the .40s, SP only goes on the scorecard one way.
That would go over like a fart in church, tank the SP, and give the insects endless fodder. Saying you can't say anything is like saying the earth is round, and is disclosing that you can't disclose anything, which would violate an NDA. It's time to hike dem big boy pants up,and remember always this is indian country and 99% of people don't touch OTC's for a reason(although you could have bought Netflix which ain't this and still get whacked on a "safe" exchange) Big risk, brass balls, big returns, or not..
All I am saying is it takes very little to extend the timeline out with ISC as we are painfully aware. The Morpho protest was a full quarter wasted,TSA approval took over a year longer than expected,and who the hell knows with this latest unexpected hurdle. I would like to think a sale has been done for quite some time, that would explain the 250k on atty fees from last Q. What have they spent this Q on that?. I doubt highly there is a bidding war going on curentely,and that is the reason for this last delay. I also doubt it is going BK. I do think the silence is due to court imposed gag order on all parties involved, which include the fed govt and their contractor ISC . This is serious stuff and they will tread very slowly, which certainly doesn't help us with an already known CEO that is lights out. This time he is blissfully off the hook on dialogue with shareholders. I don't think the longer it takes the lower a sale price,L3 or whoever will pay what it's worth to them. Yes my guess is L3, and that's based on private conversations with real people not text fields on a MB.
You do understand their lender has been federally indicted on fraud/corruption charges? That's credible, that means delays. Like it or lump it.
One fact we know is they spent a 1/4 Million dollars on attorneys fees specifically on "strategic alternatives", and that was only through the end of march. Seems odd to be spending that kind of coin if you're just going belly up?
Don't you just love the suspense?. Now it's like pushin that pile to the center and letting it ride on one spin,round and round she goes as the wheel slows...
Nothing, just like the company. This was an out of left field deal not sure anyone saw this coming. Totally apropos for ISC, the drama stock to own.
I stopped asking why on this one and am resigned to two obvious scenarios- we are either screwed or not. This has been a mind numbing 6 1/2 year bad acid trip,and it ain't over yet.
If they can't comment due to an investigation what can they possibly say? " We can't comment due to an ongoing federal investigation with our lender"
.47 would look good at that point
Yeah pretty much, they started exploring strategic alts in Dec. Nothin new here they barely utter anything on CC's. Not holding Starbucks,transparency isn't good for biz totally get that and if it was a coup de gras we would have been dispatched by now.
I'm sure someone will correct me but as far as I know they are no longer borrowing money for ops, just owe an interest payment to PP. I do agree with Zeynoc and others that this sale has been consummated and yet in another seemingly unending monkey In the wrench with ISC this too shall be resolved at one point hopefully soon. There is simply no other reason for silence other than a court order, they have reported but can't release ..yet JMO
Full definition of gag order NOUN
a court order banning reporters, attorneys, and other parties involved in a case before a court of law from reporting on or publicly disclosing anything relating to the case.
Don't be surprised if it's crickets here for a bit..
http://pix11.com/2016/06/08/fbi-arrests-president-of-new-york-city-corrections-union-on-corruption-allegations/
5) Per the last quarterly, they have spent over 250k on Atty fees for an " increase in legal fees attributable to our ongoing review of strategic alternatives"
So what you're saying is our govt didn't fully vet ISC relative to their financial solvency prior to basically making them the default ETD provider for this country? I highly doub't with TSA's overwhelming popularity they threw these guys the keys without a thought of them going belly up shortly thereafter-the media would have a feeding frenzy with that story. Not like the comp wasn't whistling that tune during bidding process.. i'm fairly confident that was a pretty big concern for TSA, so they either went out on a limb or know something we fish do not.
People bought Ford's when GM filed, which is moot as ISC has no competiton. ISC cannot be allowed to fail,that would be bad for a lot of govts maybe the FBI conjured up PP's investigation to get them to loosen their grip on ISC so it can breathe and continue to make life saving tech? It's as plausible as anything else that's getting spewed on here.
I wouldn't want to be one of the head purchasing agents for global govts that just selected products from a company to protect lives that will be going bankrupt. Sure sounds like some really bad press to me,maybe they should have consulted shareholders first.
Really important to get the 50 k ft view on this latest hurdle. Their lender is under investigation by the same govt that has a highly classified relationship with them. At the very least, you don't think the comp is beneath working the collusion angle with TSA right now? They are not going to rush this through just for shareholders.
Wow..
Think since they are indeed the darling,categorically insiders now, and their financier use to have freckles till they slid off the process is going very slowly as the govt currentely has a microscope up PP's azz. Could be way off and it's got nothing to do with the lender. Think we get through it fine, maybe any day now but It is after all ISC, the stock that cured me from OTC's forever.
This isn't a hard one to figure out. The folks holding the keys to ISC's house get raided by the FBI a week before the deal is supposed to close, U.S. Attys have subpoenaed Nordscheet, ISC can't comment because of NDA's, just another maddeningly typical cocked up day in the life of a cursed ISC shareholder.
http://www.reuters.com/article/us-hedgefunds-platinum-idUSKCN0Z82JE
I'm glad we didn't get a kiss of death Friday after the bell one, beyond that I got nothing. No text field on here knows which way the wind will blow on this deal, detractor or supporter, and dat's a fact jack.
Cause the players tried to take the field
The marching band refused to yield
Do you recall what was revealed?
This was a Huge risk for DM, they made sure they got their end early. "Only game in town " lenders never fall in love with the merchandise lke us trusting longs.