Ok thanks boston as always. I lot of unknowns still. But we'll find out things soon enough. Today is another ugly day for us longs that have had the dream of participating in a success story and could still be a good story to tell our grandchildren. After this experience I will be more prepared to trade or invest in anything. I really believe that. In hindsight trading this would have been the best strategy. But, like many others, I got caught in the trap in the long drawn out declines over time; like a frog in a slow-cooking pot.

This could still end well if there is a grand plan that will allow us common shareholders to prosper in the end. Sonny could still do right by us. If not, shame on Sonny.

Another question: What does "poison pill" mean in this scenario?

Thanks OMID this is the most accurate and balanced post for me. This filing is surreal. I can't believe we are here, and I am puzzled why now???? I have many questions. What is it that we don't know yet?

- What kind of shares are these...B shares? common shares?
- What will the OS be?
- Is it a fact or not that the company is in a better financial position than they have been in a long time? Sonny keeps mentioning this whenever he gets a chance. So what's the money for?
- Was Tuesday's news a vehicle for a pump? We all scratched our heads because the FDA news was bigger and Tuesday's news resulted in 22 million volume and price more than doubled. If it was a pump, then it makes sense that we are now exactly where we were prior to that news. check out the trading for this month.

Date Open High Low Close Volume
05/10/18 1.25 1.32 1.17 1.26 2.72m
05/09/18 3.60 4.12 2.24 2.41 9.78m
05/08/18 1.06 3.15 1.06 3.13 22.26m
05/07/18 1.19 1.24 1.10 1.11 230.09k
05/04/18 1.34 1.439 1.18 1.20 308.99k
05/03/18 1.12 1.74 1.09 1.30 1.86m
05/02/18 1.11 1.169 1.05 1.1301
05/01/18 1.17 1.17 1.05 1.06 50.36k

This makes Atlanta the smartest trader on this board. He sold and bought back in and sold again.

I'm glad you and others on this board understand this stuff. It's still puzzling why they do so many edits to the S-1. Lately it's one or two per week. This might be very normal but I bet it spooks many investors each time they see a filing; especially with that 25 million share potential of dilution. I know, I know they may never use it, or only use some of it, or none of it. Does it seem like the company is timing the execution of the S-1 with a specific event happening? Or is that a dah! question?

I too am hoping that this is the beginning of a slew of positive news, which has been long overdue. At the end of the press release from 1/25/18 Sonny summarized their three-prong strategic approach and clinical validation is one of them. This is what he said:

Strategic Direction

"Our strategic priorities are three-fold. The first priority is revenue growth, while controlling expenses, with the goal of financial self-sufficiency. Second, we will continue to investigate the full potential of silicon nitride ceramic and build collaborations with external partners. Third, while we consider ourselves to be a leader in the scientific knowledge of silicon nitride, the company is focused on building a strong portfolio of clinical evidence. Taken together, revenue growth, external collaborations, and clinical validation of our products are necessary to support product acceptance, and long-term sales growth," said B. Sonny Bal, MD, MBA, JD, PhD; Chairman and CEO of Amedica.

So it shouldn't surprise us that AMDA is so focused on scientific validation. From the Nov. 2017 Seeking Alpha article Sonny mentions having initiated research with Texas A & M and Clemson Universities on NEW possible uses for Si3N4. So we're only going to hear more and more findings validating the tech going forward.

https://seekingalpha.com/article/4126914-amedicas-amda-ceo-sonny-bal-q3-2017-results-earnings-call-transcript?part=single

We have also initiated research collaboration's and projects with Texas A&M and Clemson University focused on exploring the feasibility of new biomedical applications for silicon nitride. So from almost no data of just a few years ago Amedica today has over 50 scientific papers and testing to the efficacy and showing the underlying mechanisms of action of silicon nitride.

Very interesting; goes with their previous statement of growth through "mega acquisitions." Get it started already.

I'm glad you continue to dig into these archives. Five and half months have passed since this conference call. These transcripts have a lot of information and it helps to read them again. I noticed that Sonny begins with mentioning that the focus of the first nine months of 2017 was stabilizing spine sales as a priority. He repeats it again in his recap. The excerpt you quoted points toward the future in spine technology.

I was wondering, since you also read Zimmer's CC transcripts, did they mention anything about their new state of the art spine facility in Colorado?

Sonny ends the CC with this quote:
"Bottom line with costs and debt finally under a reasonable control, and the science behind a material is fully validated, the focus going forward is entirely on growing our sales numbers."

Either people believe that this is what is quietly going on, or they don't.

You know dp60 it took me a while to realize what this investment is all about. Boston had probably said it other times before, but about a week ago he said AMDA is " a materials company," something like that. That's when it hit me, how big this thing can be. The material can be formed into many, many things. I no longer say that I'm invested in a small medical device maker. The patent announcement at the end of March was HUGE! The development of new products with Silicon Nitride can go beyond the $50 billion a year Ortho sector; a real paradigm shift going on here.

Good morning fellow shareholders. Does it seem to you guys that we are getting close to a major development? I know that it's difficult to prognosticate, but the timing of this S-1A is suspect. Original S-1 filed 2/14/18 and silence until 4/26 the Amended S-1, and five days later another change. Also the second half of 2018 is upon us and it's been awfully quiet at AMDA. Not one shred of news in April.

Also didn't they show in Q4 that their current burn rate is well under $1 million per month (like $550 thousand) so if they just need time, that's not a horrible position to be in. It's not like the creditors are knocking on their door is it? Furthermore it seems they chose to defer some earnings and recognize them at a later date. Besides what do people think the sales team is doing on a day-to-day basis.... sitting on their hands? Things are happening. They just aren't telling anyone about it. But they are allowing fear to spread. That's for sure. That strategy is working.

Yeah I like CL101's theory better that the purpose of the S-1 is to ensure a "yes" vote for the merger. Albeit I can't imagine any shareholder voting no at this juncture. We're all pretty burned out on this investment. We want to move on to our next project; like when Atlanta said give me $3 per share already (pre-split). End the misery. Lol

a share grab? Can they actually be that shrewd, that callous towards current retail shareholders? That's seems close to being illegal if not actually illegal. Think about it. If fully diluted, wouldn't that bring the OS to about 30 million shares and the great majority of them as B shares? Damn that would change the whole game. Using the example of $1.5 billion buyout price, the SP would be $50 bucks per share and not $100, $200, $250 for 6 million OS. Is that right?

I'm going to assume that AMDA will file that the Q1 report will be late since they are already out of compliance with the annual shareholder meeting. Otherwise they would be reporting it in about two weeks. Pending any major developments, the following is the next thing we'll hear about from the company.

Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that it received notification from the Listing Qualifications department of The NASDAQ Stock Market, that the staff has determined to grant the Company an extension until June 29, 2018 to regain compliance with Listing Rule 5620(a) by holding an annual meeting of shareholders on or before that date. If Amedica does not satisfy these terms, NASDAQ will provide written notification to the Company that its common stock will be delisted. At that time, the Company may appeal the determination to a NASDAQ hearings panel. The company fully intends to hold an annual meeting of shareholders by the due date, and otherwise remain in compliance with NASDAQ rules and regulations.

But I hope we hear something good before then. That would be a 90+ day spread between the last bit of good news (patent) to the shareholder meeting.

You know the nearly 20% decline on Thursday seems to have been overdone. It occurred on only 361,000 shares traded. That's very small compared to the 9.6 million shares traded on 3/6 with FDA approval debacle. I want to believe the decline had more to do with people's disappointment with the non-event surrounding the merger than with the S-1A filing. On 2/14/18 the company filed the original S-1 and the trading was mostly muted with a 1% gain that day. Back then the SP was at $2.70 range. This is very oversold now. The drop on Thursday occurred after six consecutive days of either closing lower or flat on low volume; like it was all orchestrated.

Good find and it goes with language they've used in the past. From your blog, which is from the June 8, 2017 Nasdaq article

"On a positive note, we look forward to the expected synergy from the recently completed LDR Holding acquisition, which should broaden and complement the company's musculoskeletal offering. This is in line with the strategy to grow through inorganic means by focusing on mega acquisitions."

I know this has been posted many times before. But is it their strategy or isn't it? Things are taking longer than expected but the end game is still the same. Of course today feels a little different than other Mondays. We're all perplexed as to what is going on behind the scenes. Our collective efforts to try to guesstimate the exact announcement day has failed. If this wasn't a long-term investment before, it is now. So I intend on not tripping out about this delay. I'm going to focus on work, family, and fun; maybe add a little more along the way if the prices stay this low.

So dp60 or boston... why would AMDA be doing this now? and why like this?

From your rough estimate numbers:
"Not sure how this plays out, but potentially adds up to major dilution: .
(797+797)x12,500=19,925,000 shares when fully converted from preferred and warrants.

No share holders rights like previous s-1 proposed offering.
Conversion price is 1.38, or might possibly see further downward adjustment if sp drops. "

So for argument sake let's say the conversion price is right at $1.00 so possibly almost $20 million dollars converted? Unless they need money to ramp up production, why would they need that money? This does seem more like a control thing.

Thanks dp60 for these links. You, boston, and CL pick up on the smallest of details. To be honest I was already thinking that the volume this week is giving no indication that there might be a merger announcement or some other huge news. Then boston posted that the volume leading up to those other mergers was also small or business as usual, the day/s before the announcement. So why can't that happen here also.

I got this from my TDA account. You know how Zacks puts out what to look for tomorrow; who is reporting and what to expect. Btw Stryker is also reporting tomorrow. Anyway this is what they wrote about Zimmer.

Zimmer Biomet Holdings, Inc.’s ZBH first-quarter 2018 results are expected to show strong top-line numbers within its S.E.T. (Surgical, Sports Medicine, Foot and Ankle, Extremities and Trauma) arm. Moreover, since last November, the company has received several FDA clearances within S.E.T. and is particularly excited about the approval of the Sidus Stem-Free Shoulder system.

For the first quarter, the Zacks Consensus Estimate for earnings is pinned at $1.87, which indicates 12.2% year-over-year decline. The same for revenues is fixed at $1.98 billion, reflecting year-over-year growth of 0.1%.

Zimmer Biomet has a Zacks Rank #4 (Sell), which lowers the predictive power of ESP. It has an Earnings ESP of +0.39% (read more: Can S.E.T. Aid Zimmer Q1 Earnings Despite Supply Woes?).

Who's ready to see the stock halted in the morning before the open? Me too! Can you think of a better time to announce? Me either. Three months from now won't be better, neither will six months, or later. Do it now.

I don't think so. There's nothing else out there. Boston and I had a conversation about this and there is virtually zero chance that Zimmer has been secretly hiding some other product that they will unveil. It's just inconceivable. I think that if they aren't ready to announce the merger with AMDA they will just hee-and-haw during their CC, maybe highlight something from their legacy products, but then have to tell the investment community to "stay tuned" because they will announce later and provide earnings forecast later as well. That would be a little embarrassing for them.

"Material events need to transpire before Zimmer can give its 2018 guidance. That tells you a lot right there, especially as Zimmer hasnt announced one material event since Q4 CC. I wonder how Q1 CC will go.
Its very odd that Zimmer announced its Q1 CC date 2 weeks earlier than usual."

This is a very good and important point to make. And in light of this coming week, I think we need to rein in expectations that might set us up for disappointment. For the longest time I've been pondering what else does AMDA need to do for the merger to happen? That was probably the wrong question. I think AMDA is ready and waiting. The delays are likely coming from Zimmer. And AMDA continues to be very quiet. Usually they have one or two things per month to announce but nothing for April (so far). The announcement has to be very close. Those quotes from Hanson are from January 30th. In less than 90 days "material events" were (are) supposed to happen and we haven't heard anything. Either this is going to be a very busy and exciting week for Zimmer or they're gonna have some splaining to do. Either way we, AMDA shareholders, just need to sit back and wait I guess. What else can we do?

This morning while watching CNBC I saw Jim Cramer and David Faber talking about Tesla. David said that Tesla is currently losing $20,000 per car, yet it's share price is high. I know that boston was arguing this very point with someone recently. People love Tesla, the cars, the stock, the man behind it. I was reminded of how long it takes to create change and become profitable. In 1998 Wall Street was high on companies like Cisco Systems, Oracle, Microsoft, AOL, and Amazon. Amazon traded at $200 per share and people scoffed because they hadn't made a dime. It took them a while but look at them now. They're putting companies out of business.

The big five companies in this sector are pretty entrenched selling subpar products yet they are locked in with the medical professional community. It will take time to topple them, but it will happen.

But we are still missing communication from our CEO. I wonder how many times during CCs has Sonny used the phrase "for our shareholders" or "to bring about shareholder value" or anything else that sounded like he was concerned about his shareholders. It's time to step up Sonny boy.

Ok thanks. That sounds like a reasonable explanation and helps me to set some realistic expectations. And with the recent FDA approval one can only surmise that the growth will be even stronger than the pace from 2017. So then the only concern is about liquidity during this waiting period; could be two more quarters. None of us want dilution but I guess some is needed. For those that are tapped out, it's unfortunate, but for investors with more capital, what an opportunity to average down at these levels.

The Whomever is Zimmer or a company now with Zimmer. The next 30 to 60 days should be very interesting. So since AMDA seemed to defer their recognizing a lot of sales for Q4 (possibly) what do you think are the chances that they'll claim them for Q1 2018 which will be announced around 5/15?

You know people's opinions of Sonny on this board seems to run the gamut from stupid, idiot to brilliant. Also his loyalty has been in question for some time. Is he with us or is he with Zimmer? And someone also posted that this is only his part-time hustle so he's not that into it (paraphrased). I never thought of him as unqualified for CEO. After all with all of those accolades and titles after his name, how can he be? Talk about overachiever. But the 3/06/18 tactic that he did is still a head-scratcher. There are times that I think they had everything calculated in advance; including that stunt, knowing or perhaps causing the SP to be sagging like this at this juncture, as they stay quiet keeping a low profile. After all why a 12 to 1 RS when 5 to 1 should have been sufficient back then. Ideally.

But as it's been said many times, as long as they execute a fair acquisition price and treat us shareholders fairly, everyone will be happy.

I did read that after I posted mine. I think I was writing when you posted. It just boggles the mind. I've never seen anything like this since I started trading in 2000. Back then I opened up an account with Charles Schwab and paid $29.95 per trade. That sucked. Anyway I want to get on with reaping our time of waiting. Like Warren Buffet said "they pay us to wait." But it's been a long 17 months of waiting here on this one.

I like OMID's post about $250 per share minimum. We should talk more about that. And thanks for all of your work here. I didn't see the addition to your blog today. What's the caption?

So after you posted this I went to read it on TDA. It says that they actually received FDA approval in January but are now announcing it. Is this what Hanson meant by "proprietary materials"? I have a feeling that it's going to be another big dud for Zimmer at their CC next week. Hence a dud for AMDA. We might still be too early for the party folks. But I can't understand all of the quietness from both companies lately. And many other things wouldn't make sense if the merger is not on for the first half of the year; such as why work so hard to get everything ready for the merger starting in 2016 with a costly audit and letting go the CFO in late 2016 and begin cutting 40% of staff, if nothing is going to happen for a long time. And why allow the eroding of the share price to this level? It's untenable to think that this company can cause a paradigm shift in this space; become a major disruptor, or "best of bread" as Jim Cramer puts it, and we languish at just over a buck. Maybe they are waiting for Japan or other major clearance. Perhaps the SP has go up on it's own before Zimmer shareholders can get behind it and approve the merger.

I couldn't agree more. It has always been on Zimmer's timeline. And I personally didn't mind in the past when either you or CL101 or others tried to read the tea leafs in an effort to anticipate when the merger might happen. Whether at an annual conference, or dealing with Nasdaq requirements, or paying off Hercules, those events weren't the right time. But all those things needed to happen anyway. Now this is the first time that I'm excited about the possibility of the announcement happening because of what Zimmer's CEO has stated. It's "show me time" for him; and not to show us, but for Zimmer investors. We'll have to wait two more weeks to find out.

It's time to induce labor

I don't use level two trading. Is it possible to see these trades or are you only able to print them afterwards? Trading moves fast and most don't have the time to sit and watch the movements in the bid and ask. When it pauses for a minute that's when I see the previous trade as "1" share on my TDA. Sometimes it's 100 shares. But like I said, not on level two. Still these wash sales or naked shorting, whichever it is, is done with a definite purpose; to shake the tree, to cause fear in us longs, to transfer shares from one hand to another.

It's quite sad what they've done to our little stock here. We haven't seen $2.00/share since 3/14/18 and the last close at $3 was 2/05/18 at $3.02.

But these cheap prices won't last much longer; maybe buy a little more.

Yeah I've seen that in real time. They are sudden drops on very few shares. I mean come on, I bet some of those $1.32 trades were for "1" share.

Yes I agree with you hondobud. The volume the last two days was under 58,000 shares combined. Thus the daily avg was heading lower than last week, which was lower than the week before that. It was giving the impression that the selling was drying up. Today on low volume (in the morning) they took it down to $1.32 again. Now the volume is up and it could mean an after-hours filing or it could mean nothing.

Yes I sure do see why. And it is awfully quiet, both with AMDA and ZBH. Do you think that it's possible that with the R & D agreement, Zimmer can use it to keep control on it's little gem while protecting it's future and keeping other suitors at bay? You know sort of like with the Hercules loan. I'm thinking that maybe they'll reveal the partnership between ZBH and AMDA on the 26th but not announce the merger. Just by mentioning AMDA and thoroughly explaining how they will use the technology to grow will cause AMDA's share price to explode. And the growth would be exponential over the next year and years. Now of course Zimmer wants to "own" the technology but I'm just thinking out loud as to other possibilities near term. Hey if the merger doesn't happen yet but the SP becomes a ten bagger quickly ($15 or so) then we'd all be happy as we continue to hold and wait for buy out news.

The share price would go a-la MNST, TZOO, and TASR from the early 2000's. Remember Taser? These stocks went from $1 to $100 in one year. And they couldn't stop talking about Taser on CNBC because it seemed like it would go up every day. Some of you are too young to remember. I'm not comparing apples to oranges. I'm just saying...

Ok I read the R & D blog entry again. I also re-read the Zimmer Q4 CC transcript. And now I'm pumped again. Using deductive reasoning, I just don't see how there can be any other technology out there that Zimmer secretly kept until this April 26th to disclose. It would be a complete non sequitur to everything else we know so far.

Ok I'll bite. What is the real significance of the discovery of this agreement for R & D? I'll speak for myself, I'm not clear on what it could mean? And how does it relate to the LOI which was also signed in 2015? If it means that AMDA already knew back in 2015 that they had to partner with someone in order to penetrate the market, okay, then what is next? I'm glad they've gotten paid already as they've nearly completed three of the five years.

All I know is that I'm really hoping that the tipping point happens in the first half of this year given that there are events looming such as Zimmer CC, the need to hold annual shareholder meeting by mid June, and AMDA only having enough product to last through the end of June. That last one is paraphrased from what you've said. I cannot see this thing going into the second half of the year without some sort of breakthrough. Meandering in the abyss would challenge the resolve of even the most patient and balsy investor.

Well that's a little more clear. Ok so you sound more than certain that the "proprietary material" and "innovation" that Hanson talked about has nothing to do with their legacy products with some new spin to them? Since the ZBH conference call a month ago it seems like the only things they've posted as news, involving products NOT personnel changes, has to do with the 7-year study data of their Mobi-C Cervical Disc and the Augmented Baseplate for Shoulder surgery stuff; nothing exciting in other words. So they are really waiting until the last minute to unveil their new stuff.

Yes these are the questions I ask myself too. This is what is important right now. They are poignant. Tomorrow is the 6th so we're 20 days away from Zimmer's CC. We wait with bated breath for news about the merger as we kick the can down the road and live off of short spurts of euphoria when milestones are reached, albeit with confusing outcomes.

It's funny the way you wrote that it almost makes it seem like a romantic relationship. "hey you gonna call me?" "Who else are you seeing?" Hahahaha

I don't understand why some people don't understand that it takes lots and lots of money and lots and lots of time to bring a product to market; especially in biotechs or medical devices such as this. So all companies in those sectors end up inevitably, raising money and having to do reverse splits. Well maybe I shouldn't say "all" because I don't know that for a fact. I was considering how AMDA has gone through two RS in the past two years. The first was a 15 to 1 ratio. The price had been around 11 cents in early January 2016 and went to $1.60 after the split. Ostensibly there must have been 540 million shares before because AMDA ended up with 36 million shares. Then this last RS at 12 to 1 ratio, ending with 3.07 million shares. With the first RS it took a little over five months to get the price to drop below a dollar. That occurred on 7/05/16 a 30% drop that day. I wasn't an investor then so I don't know what happened. From $1.60 to $.90 was a 44% drop. This time around it took about 5 months (from 11/10/17) to get the price to drop from $3.60 to $1.40 for a 61% fall. Can we say way, way oversold?

I really appreciate your tireless effort in continuing to dig deep into all things AMDA to figure out what is going on. You posted two new entries into your blog yesterday with little feedback or commentary. I think most of us investors are feeling beaten down and fatigued from this investment. Your discoveries regarding the possible uses of the new patent with respect to catheters and that huge market is very interesting. And also the possibility that the LOI from 2015 may have been signed with a different company that is now under the Zimmer family, and not Zimmer directly, is also very intriguing. It still shows that Zimmer has been pulling the strings behind the scene this entire time.

Yeah Derf11 and it's a very good read isn't it? Do you recall that on Monday towards the close of the day the volume increased by pretty good buying and it looked like the price wanted to rise. Total shares traded were like 255,000. Then Tuesday they release the fact that the patent was approved with no explanation and someone buys 500,000 within the first 15 minutes. I guess the company didn't want to provide a press release because that may have caused the price to keep going up; too much attention. Lol.

Now on a closed-market day it's released. And check out how important this patent is:

“This patent reflects the scientific inquiry and accomplishments in which Amedica has invested heavily during the past few years. Other biomaterials usually require surface textural engineering to make them suitable for applications such as spinal fusion. Silicon nitride is unique in having a favorable nanostructure in the “as-fired” state already. Therefore, our focus has been to move beyond surface topography toward engineering the precise surface chemistry of silicon nitride through thermal, chemical, and/or mechanical treatments to achieve a broad-based material platform that has applications throughout the biomedical space. The innovative strength of this patent has attracted several potential developing partnerships with other companies, both in spine and outside. From an intellectual property standpoint, this patent alone contributes to the lasting and refreshed value in Amedica, specifically our scientific knowledge and our ability to modify and control the material toward specific, desired product applications.” said Dr. Sonny Bal, CEO and Chairman at Amedica.