ONLY MY OPINION AND PURE SPECULATION
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The preferred shares and their usage are to be spelled out in the new Articles of Incorporation in Delaware. I considered the following. It is one of many reasons for my concern over the issuance. If we are not able to see in writing in advance, it will be voted in and then we will be able to read it and that is never a good thing.
"Occasionally companies use preferred shares as means of preventing hostile takeovers, creating preferred shares with a poison pill (or forced-exchange or conversion features) which are exercised upon a change in control. Some corporations contain provisions in their charters authorizing the issuance of preferred stock whose terms and conditions may be determined by the board of directors when issued. These "blank checks" are often used as a takeover defense; they may be assigned very high liquidation value (which must be redeemed in the event of a change of control), or may have great super-voting powers."
https://en.wikipedia.org/wiki/Preferred_stock
The quote is listed in "The Usage" block
Respectfully
Sunyn75
We all should have equal preference for Preferred Shares
I wish nothing more than to see all share Holders "WIN"
Ask why no equal R/S On Preferred Shares /// It stands at 1 Million right now and we do not have a chance for any as the current Draft of the Proxy submitted stands...."ONLY THOSE THAT HOLD PREFERRED SHARES WILL HAVE STANDING
RESPECTFULLY
Sunyn75
Nope, The 1 Million Preferred Shares have all Rights and Warrants. You will no longer have a say
It's Business
Respectfully
Sunyn75
What's going on Here, I already did
Blank Check Preferred Stock
Under the Nevada Articles, Quantum is not authorized to issue shares of preferred stock.
Under the Delaware Certificate, Quantum is authorized to issue up to 1,000,000 shares of preferred stock. The shares of preferred stock have not been designated into separate series. No shares of preferred stock will be outstanding as of the date of the reincorporation.
THe Date of Reincorporation is when the New Articles of Incorporation are filed in the State of Delaware
Respectfully
Sunyn75
It's Not Funny, Clean up all doc's before submission to the SEC
While we both have financial resources tied up in QMC, I like to reconcile, repair and Rectify for benefit of Common Share Holders. If it goes to Delaware...We Loose Our VOTE
Respectfully
Sunyn75
The Proxy states that the Preferred shares will be distributed prior to the Filing on New Articles of Incorporation in the State of Delaware. They can only be "Un-Hooked" from the Articles of Incorporation in The State of Nevada without Violation Nevada Law, that will be a larger problem for QMC.
Their intent is not to offer Preferred Shares to Common Share Holders ( John Q. Public) Otherwise it would already have been offered in a good will gesture in the revised Proxy Statement
I would like to have As Many Preferred Voting Shares that I can purchase....wouldn't you ???
Respectfully
Sunyn75
I think the conversation is QMC
Isn't that what we are concerned with here. It is the Articles of Incorporation that QMC Filed In Nevada. I want noting more that you and I with all other QMC Share Holders to get a fair shake and appropriate representation at the Table.
We all have tied up alot of financial resources with little or no return so far on a promise.
Wouldn't you like to have up to 10,000 preferred shares with all rights and warrants???
I do not think that we all have resources tied up in other companies in Nevada...."But we Do Hold Quantum Materials Corp.
Respectfully
Sunyn75
The point is, if the Articles of Incorporation are filed in Delaware, the Preferred shares are all distributed to QMC Officers and Select Institutional Investors And Friends of the Family. Before the Delaware Articles of Incorporation are Filed
Are you and I being provided the opportunity to "Purchase Preferred Shares" ???? NNNnnOOoo...How about any Common Share Holder..say Holding 250,000 or more the Opportunity to purchase Preferred Shares , We all have skin in the game for a very long time???
How about any Common Share Holder of Record on Dec 31, 2016 Be allowed the opportunity on First Right of Refusal to purchase Preferred Shares in QMC not to Exceed 10,000 Shares in Aggregate while Maintaining their position in common shares
My desired outcome is to be fair and have equal treatment of all investors in QMC. Our monetary resources have been on the line here for "Years" investing in what we believed in with all of the PR's and Promises that have come along over time.
We all cannot understand why QMC has not in good faith come out with PR'S on the Contracts they have, It is "Significant to Share Holders" I think we will see a flurry of New Contract Information after The Articles of Incorporation are filed in Delaware, with the 1 Million Preferred shares.
We will not be provided the opportunity to purchase Preferred Shares or hold them
It is not any type of Conspiracy..."It's BUSINESS"
Respectfully
Sunyn75
Really Bears, Read the document submitted for PROXY
I have copied it for review, This is the legal ease the QMC Attorney's of Record submitted for our review and "VOTE...
Blank Check Preferred Stock
Under the Nevada Articles, Quantum is not authorized to issue shares of preferred stock.
Under the Delaware Certificate, Quantum is authorized to issue up to 1,000,000 shares of preferred stock. The shares of preferred stock have not been designated into separate series. No shares of preferred stock will be outstanding as of the date of the reincorporation.
The Delaware Certificate will authorize the Board of Directors to define the rights, preferences and privileges of the preferred stock prior to issuance.
The ability of the Board of Directors to issue and set the rights, preferences and privileges of the preferred stock could make it more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent Board of Directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
In addition, the Delaware Certificate grants the Board of Directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of Common Stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our company.
Under the Delaware Certificate, the Board of Directors is authorized to issue preferred stock with rights, preferences and privileges determined by the Board of Directors. The Nevada Articles did not grant such authority.
Not my work Bearsmuter, but what has been submitted to the "SEC" by the Attorneys of Record for QMC
My recommendation is take their submittal to the SEC under "SERIOUS REVIEW"
Respectfully
Sunyn75
One Needs A good Business Acumen with QMC
espectfully
Synyn75
It is Obvious that it has not been read
Nor is it widely understood. It is the Law in Nevade for companies Filing their Articles of Incorporation.
They are not my words, It is the Law In Nevada
THIS IS NOT A JOKE AND I DO NOT KID AROUND WHEN I HAVE MONEY ON THE TABLE
NO, THE SKY IS NOT FALLING, JUST THAT RUG YOU WERE SO FOND OF IS BEING PULLED RIGHT OUT FROM UNDER YOU AND IT IS NOT BEING RECOGNIZED
Respectfully
Sunyn75
Your QMC Investment is on the line here too
This is not a game nor BS on QMC Everyone is entitled to their opinion, But not creating their own Facts
Respectfully Sunny
Really Ted ??
Sorry the opinion is not liked. However, when bullet points are enumerated in "Business diction" you do not place a "Semi Colon" ;and between your last two points.
Get real. We all know exactly what I stated. As for the 1 Million Preferred shares they are to be issued prior to the new "Articles of Incorporation that are to be filed in Delaware. Since Nevada laws do not allow for Preferred Shares....Just how are they distributed and Who gets them? Certainly not us common shareholders
Bottom line, it's not helping the rest of us longs.
Respectfully
Sunyn75
For me it was not a knee jerk reaction. I read it. what peeps missed is the 20:1 R/S. the 1 M "Preferred will completely be held when new articles of Incorporation in Delaware goes into affect and not available to common shareholders, Nevada does not allow "Preferred Shares only Common Shares". The 600M authorization will be split to the level of 30M outstanding with a Maximum A/S of 100 M resultant to only very few forward stock splits, if any. They will perform the 20:1 R/S prior to "ANY UPLISTING".
The scenario as I see it...
1) increase of Auth Shares to 600M
2) Perform R/S 20:1 resultant lowering O/S to 30M
3) File new Articles of Incorporation in Delaware with 100M A/S Maximum
4) with New Art of Incorp all 1M Preferred Sh will be divied up to Insiders
5) To approve an amendment to the Company’s certificate of incorporation to decrease the number of authorized shares of the Company’s Common Stock from 600,000,000 to 100,000,000 upon the consummation of the reverse stock split; and
Did everyone miss the "Semi Colon with the word and" after "Reverse stock split" above ???? what was intentionally left off or "Whited Out" ??
The following is in their "Fine Print"
Effect on Issued and Outstanding Common Stock . Depending on the ratio for the reverse stock split determined by the Board of Directors, a maximum of 20 shares of existing Common Stock will be combined into one new share of Common Stock. Based on [?] shares of Common Stock issued and outstanding as of [____] [?], 2016, immediately following the reverse stock split Quantum-Delaware would have approximately [?] shares of Common Stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the reverse split is one-for-25 .
Regards
Sunny)))
Truth,
I agree and like your Prato Chart.I think he could say something if he wanted to. As an Attorney, he fully is aware. I was just pointing out that he could if he wanted without jeopardizing anything.
So many have been in this much longer than my 3 years. I am here for the Technology and personal gain.
Regards
Sunny:>)))
The CEO can acknowledge were in a "Quiet Period"
http://westwickepartners.com/2014/06/commonly-asked-questions-about-quiet-periods/
Regards
Sunny:>)))
I have been here for 4 years, not about to leave "QMC" till the end of the story. Nice try though. OTC "Reverse Splits" mostly are not a good thing and never bode well for the Common Shareholders.
Show me the Money in Top Line Growth in Sales !!!
Show Me The "NET GAIN PRODUCTIVITY"
This has to have both Top and Bottom Line Growth. I think it is on the cusp....IMHO the R/S is shortsighted at best.
Sunny
Agreed,
I advocate "Organic Growth" through the "Commercialization of Product" coupled with "Future Contract Sales" and developed relationships. There are more "NDA's" for conversion.
Sunny
Please provide one from "OTC"
I am aware of the data points provided and concur. I held 3 of them on the list provided, my largest holding was JDSU.
Regards
SUNNY
No, not missing a thing there..."Contracts" And most importantly the"MARKET MULTIPLE" that is assigned. It is a "Growth Company" and there are still some ~35 "NDA's" outstanding yet to be heard from and accounted for.
Don't be disillusioned by potential "Spin Offs" either. Example "General Electric" they have some 12 "Core Business" each with it's own "CEO and CFO" that report to "Corporate" now in Marlboro Mass and no longer in Fairfield Conn. They only have one Stock Traded.
Most Companies that have performed the "Reverse Split" was the kiss of death. Weather real or perceived....reverse splits historically did not bode well for shareholders.
Regards
Sunny
If you have 1 Million Common Shares
and the R/S goes into effect, you will hold 50,000 common shares @ 20:1....if the share price goes to $25.00 you will have a valuation of $1,250,000.00
Holding the same 1 Million shares without a R/S and the BOD works for all shareholders and gets the pps to $25.00, you then have a valuation of $25,000,000.00
Meanwhile with 1,000,000 "Preferred shares" with all of the "VOTING RIGHTS"and preferred shares get paid first and possibly a different level of compensation va-a-vis a "Dividend" is not what I would consider what some have referred to here as "FAIR".
Regards
Sunny
BETTER READ IT AGAIN
Effect on Issued and Outstanding Common Stock . Depending on the ratio for the reverse stock split determined by the Board of Directors, a maximum of 20 shares of existing Common Stock will be combined into one new share of Common Stock. Based on [?] shares of Common Stock issued and outstanding as of [____] [?], 2016, immediately following the reverse stock split Quantum-Delaware would have approximately [?] shares of Common Stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the reverse split is one-for-25 .
Our Common Stock is currently available for trading in the over-the-counter market and is quoted on the OTCQB Marketplace under the symbol “ QTMM .” As of [Month] [?], 2016, the last reported closing price of our Common Stock was $[?] per share. We are considering potentially seeking the listing of our Common Stock on the NASDAQ Capital Market, the NYSE Stock Market or another national securities exchange. We anticipate that to secure the listing of the Common Stock we may need to implement a reverse stock split so that the trading price of our Common Stock exceeds the minimum required by applicable initial listing requirements
The Reverse Split will have no effect upon the "PREFERRED SHARES" the preferred shares have all of the "VOTING RIGHTS"
Regards
Sunny:>)))
A PROXY VOTE CAN BE SUBMITTED FROM THE FLOOR
Moreover, the Floor PROXY can submit changes with a vote from the floor.
Regards
Sunny:>)))
500 Degrees and Cadmium Free...see you there !!!
Regards
Sunny:>)))
You can only "Uplist to NASDAQ when share price closes @>=$3.00 for 5 consecutive Business Days...
https://www.lexisnexis.com/legalnewsroom/securities/b/securities/archive/2012/04/27/new-nasdaq-2-3-initial-price-listing-standards.aspx?Redirected=true
Regards
Sunny:>)))
Due Respect, It has nothing to do with Contracts
Regards
Sunny:>)))
PROXY FIGHT Is the Only way at this point
Regards
Sunny:>)))
There is almost "Equal Deference" to articles of incorporation relative to the States of Nevada, Wyoming and Delaware. So what is to be gained.
http://www.thefreedictionary.com/deference
General Electric Incorporated in the State of New York.
https://www.ge.com/sites/default/files/GE_certificate_of_incorporation.pdf
Apple Corp Incorporated in the State of California
http://www.wikinvest.com/stock/Apple_(AAPL)/Apple_Inc
Exon Mobile Incorporated in the State of New Jersey
http://corporate.exxonmobil.com/en/investors/corporate-governance/certificate-of-incorporation/overview
Johnson & Johnson Incorporated in the State of New Jersey
http://www.magiastrology.com/incorporationdates_djia30/incorp_30/jnj.htm
As you can see some of Americas "Largest Corporations" are not filed in Delaware, Nevada or Wyoming.
So...Why the need to change?
Why the Need to Increase the Authorized shares above the existing 400,000,000 Authorized Limit???
Why the need to Authorize the "NEED For A Reverse SPLIT ???
ESPECIALLY WITHOUT DEFINITION ???
Why the need for issuance of Preferred Shares ??
https://en.wikipedia.org/wiki/Preferred_stock
Provide me your Proxy , I will add it to mine and vote "NO" on to those specific requests in Texas. I will at my own expense travel to Texas and VOTE NO on all of our Behalf at the Specified Shareholders Meeting to keep the Authorized Shares at its current 400 Million Level and not issue any "Preferred Shares" And "NO REVERSE SPLIT"
"One Share One Vote...I hold 400,000 Votes....What Say You?
Solterra is a Wholly Owned Subsidiary Of Quantum Materials Corporation and no need for issuance of additional shares.
I ask you, porvide me your written "Proxy" and I will vote "NO" on all of our Behalf.
Quantum Materials Corporation...If the wish is to improve Share Price Value...Then "BUY BACK SOME SHARES" to "Increase Share Holder Value"
Regards
Sunny:>)))
There are different "Dollar Amount" brackets for Contracting Officers. The difference for "RFP-VS-RFQ" was explained. All entities weather it is Kraig or any other submission has been going on for some time. I explained what it takes time wise to get on "GSA Listing" provided you already have a "DUNS NUMBER"
Good Luck
Regards
Sunny:>)))
We'll be ok. There is a big difference with the U.S. Army contract. It was an "RFP" Request for Proposal and not an "RFQ" request for Quote. The "RFP is for Materials and/or Services not currently available on "GSA" DOD/VA and takes about a year to 18 months to get a GSA listing with a DUNS Number when their is not a compliment available. There has to be a public notification for other "Like Material Suppliers" also with the GSA listing and DUNS Number for competitive analysis to be completed by the "Contracting Officer" and the assembled evaluation Panel. There cannot be a "Sole Source Contract" issued, again due to no existing compliment in current " GSA/DOD/VA Inventory". One other category that makes it exceedingly difficult is the monetary valuation of $1 Million for the contract. Only specifically Qualified Contracting Officers have under their purview that level of Contracting Warrant to authorize and sign off on the contract issuance.
You cannot believe what it takes to get to that level.
I expect we will see it soon.
Regards
Sunny:>)))
No word on the missing certs?
Regards
Sunny)))
some other resources to assist eliminating confusion factor.
http://www.otcmarkets.com/stock/QTMM/profile
They might have negotiated a start point as Warren Buffet did when he bought into General Electric a few years ago. It could be a "Start Date" as well.
Assume the "Fuzzy math correct" .131 a share is under you're 81,250,000 limit anything above $0.14 a share is totally a moot point. I don't think they will be buying it all at once.
There was a OTC pennystock called Heartware that went from .30 to $31.00 in a month. and went on to $100.00 then was bought out by Medtronic for $1.1 Billion. The charts are no longer available since bought.
Regards
SUNNY:>)))
It is uncommon for 2 CEO's that have the Visibility they do to proclaim a collaborative effort and its underlying success . The commitment to transition from testing "Samples" to finally " Commercial Distribution".
My view, their quotes were very "Understated".
I'll go with what they put in their Quarterly and Annual reports. Bottom line it's about the "Numbers" and Corporate Governance.
The release today is a big step in the right direction.
Regards
Sunny:>)))
SA John,
There is a huge difference between sample sets and "Commercial Quantities in the beginning of 2017.
Regards
Sunny:>)))
Care to Quantify "Commercial Quantities" ?
Mr. Peruvemba added, “I believe we have exceptional materials, unequalled manufacturing technology, a great partner in Uniglobe Kisco, Inc., and also the financing to bring our advanced materials to market. Our plan remains to begin shipping commercial quantities of quantum dots in the first part of 2017.”
https://globenewswire.com/news-release/2016/11/30/893807/0/en/Quantum-Materials-Corp-Shipping-High-Performance-Sample-Sets-Secures-up-to-9-75MM-Financing.html
Regards
Sunny:>)))
Still some NDA's To be factored in
Regards
Sunny:>)))
OMC with a new Highly Qualified Chemist
Thanks for the find Chessmite...
Congrats to: Lindsi Clayton on her position of
Development Chemist at Quantum Materials Corporation
https://www.linkedin.com/vsearch/p?f_CC=17928...;pt=people
The depth of "TALENT" just keeps getting better and better
Regards
Sunny:>)))
DOD,
I would like to help "Repatriate" you from that big sand box. Check out "American Midstream Partners" (AMID) from wellhead to refinery. They might be in need of some KBLB light body armor from time to time when things go flying through the air.
The following link might help...Merry Christmas to you and your Family and all that are "Long on KBLB"
http://www.americanmidstream.com/careers/default.aspx
Regards
Sunny:>)))
Yes !! I would... Moreover it is more as a "Cumulative effect" from fossil fuels, Wind, Solar, Hydro Electric and Nuclear. The recent discovery in West Texas of ~ 80 Billion barrels of oil, larger than the Bacon Project and perhaps greater than the reserves of Saudi Arabia , coupled with the natural gas in "Trillion Acre Feet" will support the USA for the next 250 years or more "IMHO". When Solar and Wind in combination are able to alleviate the "Pressure on fossil fuels" in turn moves the "CURVE" forward. "PEAK OIL IS NO LONGER A VIABLE ARGUMENT AND HAS NOT BEEN FOR SOME TIME" !!!! Quantum Materials (QTMM) definitely has a role here and it is a "HUGE PLAY"
In comparison, Saudi Arabia has been reporting the same level of "OIL RESERVES" for the last 56 years. check it out for yourself. It is a matter of record. So, someone is not accurate in their reporting and they need to subscribe to "Truth and Accuracy In Reporting". If one is observant with the Saudis, they have been heavily investing in both "SOLAR AND WIND" So, Just where do they think that their long term outlook resides.
Drilling for fossil fuels through various methods is one thing, the "Support mechanisms" of connectivity of "Well Head to Refinery" is one that needs to be evaluated and seriously considered.
So welcome back "QMAN" I like your contribution to the "Quantum Materials Hot Line"
500 DEGREES AND CADMIUM FREE !!!!!
Regards
SUNNY:>)))
Say that to the Farmers in the San Joaquin Valley that get 3 Cotton Crops. 2 Rice Crops, Sou Beans...etc...etc...per year...never underestimate American Farmers...
Regards
Sunny:>)))