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I did have a chance today to go through some of the Deals TCA made with other companies in the past.TCA has an extensive history of filings with the SEC.
I suggest all take an hour or so and do the same. This will give you a good idea of what the terms of the deal could be. I won’t state my opinion, so not to sway anyone’s thoughts one way or the other.
Do your own DD. Information has been provided below from the SEC.
http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp?search_text=%22TCA%20Global%20Credit%20Master%20Fund%22&isAdv=false
Good question. Only believe the SEC filings. That’s where the line is drawn in the sand! The rest is considered hear say or BS in my book. I do consider Press releases also, because the SEC does to!
Have the 1.5 million loan funds been earmarked for any specific items?
Yes it is, and the link stated that. This reads as this lender is not a toxic lender, as many are.
Honestly this is not a bad deal for CONZ, considering the risk the lender is taking IMO thus the 12% intrest rate ommited from the 8K and the stipulation of the fee of 52,500.00 cash converted into shares if needed.
There was no way for CONZ to do a public offering of shares, with the volume they have on a day to day basis for this amount, and receive 1.5 million dollars in cash in a timely manner.
Odd they did not state the entire deal in the 8K dont you think?
http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp?search_text=%22TCA%20Global%20Credit%20Master%20Fund%22&isAdv=false
Dean is between a Rock and a Rock, not just a hard place at this point with funds. The PPM will go no where, when anyone can purchase shares on the open market at or less than the ppm. Closing price today was .0118 this is below the ppm offering.
IMO his only choice to keep IMGG from bk is for him to fund the 800K he stated IMGG needs to get to the finish line.
Another loan, will reprice the previous loans and bk the company IMO.
If Dean believes the DVIS is a innovation that can help so many people, he will fund the last 800K to get this to the finish line.
He will profit a huge amount, even with his current share count.
OT
Janice
I gave credit well deserved to your DD. I truly appreciate what this team does.
BOD
Well stated Yo: Of course we still have the
"End of the World" to get through. I think EU
My price/date is slightly ahead of your time line, but i think we will get there.
BeerisGood
You might want to post this as a sticky. Reliable information from the SEC.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=76111965
Some interesting things already. This contains much more detail than the 8K issued by the company.
http://ih.advfn.com/p.php?pid=nmona&article=51477990
Security Agreement
On February 27, 2012, the Company entered into a security agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership related to a $250,000 convertible promissory note issued by the Company in favor of TCA. The Security Agreement grants to TCA a continuing, first priority security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired.
On February 27, 2012, the Company issued the Convertible Note in favor of TCA. The maturity date of the Convertible Note is February 27, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. Interest will accrue monthly but is due and payable upon maturity date of note. The Convertible Note is convertible into shares of the Company’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.
The above Convertible Note contains a beneficial conversion feature recorded as a debt discount in the amount of $13,157 which will be expensed to interest expense over the term of the note. For the three months ended March 31, 2012, $1,096 was expensed to interest expense resulting in a remaining debt discount of $12,061 and note value, net of debt discount, of $237,939 at March 31, 2012. Accrued interest for the three months ended March 31, 2012 was $2,500.
On February 27, 2012, the Company entered into the Equity Agreement with TCA. Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of a Registration Statement, TCA shall commit to purchase up to $1,500,000 of the Company’s common stock, par value $0.001 per share. The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds to the Company, subject to the terms of the Equity Agreement. At March 31, 2012, no shares had been purchased.
As further consideration for TCA entering into and structuring the Equity Facility, the Company paid to TCA a fee by issuing to TCA that number of shares of the Company’s common stock that equal a dollar amount of fifty-two thousand and five hundred dollars ($52,500) (the “Facility Fee Shares”). It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $52,500. In the event the value of the Facility Fee Shares issued to TCA does not equal $52,500 after a nine month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action (either the issuance of additional shares to TCA or the return of shares previously issued to TCA to the Company’s treasury) to adjust the number of Facility Fee Shares issued. As of March 31, 2012, 998,099 shares of common stock have been issued as consideration for the Equity Facility fee and is included in Deferred Equity Financing Costs which will be netted against proceeds when shares are purchased pursuant to the Equity Agreement.
I have made some inquires about TCA Global Credit Master Fund to those more educated than I on these matters. I received a response from Janice Shell this afternoon. She stated these are the companies they have financed to date.I have not had a chance to go through them, but I suspect it will provide some important information about them.
The Link Janice provided from the SEC:
http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp?search_text=%22TCA%20Global%20Credit%20Master%20Fund%22&isAdv=false
I appreciate the help Janice. I will post this on the CONZ board.
Anyone know anything about this group of lenders? They are from the Caymen Islands.They are entering a deal with CONZ for 1.5 million dollars at about 33% of the exsisting float.This is the maxium the SEC Form S3 will allow.
equity facility (the “Equity Facility”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”),
LINK to the entire filing: http://ih.advfn.com/p.php?pid=nmona&article=51477990
Any help would be appreciated.
BOD
According to this document from the SEC, CONZ can only dillute
33 1/3 percent of the float. 1.5 million will be about the maxium amount of cash CONZ can obtain with TCA deal imo.
SEC DOCUMENT
http://www.sec.gov/info/smallbus/secg/s3f3-secg.htm
Thank you for the responce Flash.
I had to make that statment for those here, many speak of Dean each week. Its been a long hard road for all. I was honest in my comments to Dean. Hopefully he reads them.
Whats amazing to me is. the only person I know that has ever had the access to 800k in funds to get Imaging 3 to the finish line is Dean. Where did the money go?
Well, there is one other PPM Shareholder that post here, but I doubt they would invest any funds in Deans company again.
Eventually the S3 filing will be published by the SEC withen a day or so after its filed. This will state what price TCA purchased shares at at and how many, and exactly what the terms are.
I think TCA can support the pps with volume as they see fit, with the number of shares they are receiving. Remember they entered this deal to profit. I await the SEC filing.
On the other hand, where was the company to get funds, they had no choice but make this deal, I’m sure they exhausted all other avenues prior to signing this one, dont you think?
I have seen much worse deals recently. Luckily it was not Cranshire Capitol they made the deal with. I hope there are not more details to the deal that the SH have not seen at this point?
The S3 SEC filing should tell all.
Flash that was posted on Friday, October 21, 2011 3:12:26 AM obviously they had a line drawn in the sand and are done with IMGG. I remember the poster; they had an in-depth knowledge of scanning machines. It’s been a very long time since they posted.
Moving on, I listened to the call, I was on line with my question but It was previously answered. Mine was on the Outstanding Share Count after all the deals? Dean stated 250 - 300 million addditional shares.
I was taken aback by one persons question on the C call. They asked Dean why don’t you show the investors that you believe in the company and put up the 800K needed to get to the FDA submittal.
. Deans response is what really floored me. He stated he did not have the money.
Dean has earned 12K a month as CEO, Earned 12K a month as Consultant to IMGG, Received many finder’s fees for Private Placement Shares, and sold at least 6 million dollars worth of shares laid out in the SEC filings.
I didn’t question his personal finances. I have given this some serious thought. Dean may or may not be a great scientist?
But he seems to have run this Company in the same manner as his personal finances if he does not have 800K to take IMGG to the finish line. What did Dean do with all of the funds he has earned over the last 3 years from Imaging 3?
I would love to see Dean Janes last 3 tax returns.
Dean, hard working honest people believed in you. Just so you know, many investors here are prior Military. Your prior service is one reason they trusted you and invested in your company.
Piece Out
If you could do it over again where would have invested? Hindsight is truly 20/20.
I looked through my account today. My very first purchase of ARIA was 1 Oct, 2010 for 2000 shares. I have added several times since then. I’m now 100% in the lowest tax bracket outside of my trading shares that I added about 6 months ago after a conversation with 2damoon. Those taxes are paid also. I’m not a big player here in comparison to those that polled. But getting large for me.
Uncle can be a bitch. I hope the tax structure does not change in 2013 but I suspect it will, part of the reasoning on my trades.
Thanks 2damoon for the info some time ago. I am seriously overweight in this company, but until something changes, I plan to stay that way. I can trade a PILE of shares as of today! I have stopped out a few times on the swings, but overall I’m well ahead.
GLTA
BuyOnDips
He is filling job infrastructure positions to make this a World Wide Company. Have you visited the Ariad Job Page? It will give you an idea of what his longer range plans are.
Thats a good question. According to this he is 61 years old. I think he will be around at least a few more years and see the drugs in the pipline now, bare fruit. His ultimate goal is to make Ariad a stand alone Pharma Co.
http://people.forbes.com/profile/harvey-j-berger/7257
ARIA Holdings Summary
http://data.cnbc.com/quotes/ARIA/tab/8
I hope we get a big POP. Last year we had good news and it was a big FLOP. But look where PPS is today compaired to last year. I look for the pps to rise, but in the Fall of 2012
Interstate may not want to get that deeply involved, who knows? What I do know is TCA plans to profit from this deal; no one does anything for free. I suspect they will begin selling shares at any level above their entry price until they get their initial investment back. They will have a bunch of shares to unload. Volume will have to pick up first. I did notice their shares are protected from future dilution.
PS No mention of a holding period for the shares either!
LOL I dissagree, its Great in my Book!
CJAKE1
Possible but there is no way to tell. Overall, I doesnt look like it effected the Deal PPS much either way. The numbers in my post were at .04 because that seems like where CNOZ pps average hangs around. I didnt go back through those dates stated in the 8K. We should get another SEC filing at a later date with the exact numbers.
From the 8K
On February 27, 2012, the Company entered into the Equity Agreement with TCA. Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the Registration Statement (as defined below), TCA shall commit to purchase up to $1,500,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to Advances (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds (an “Advance”) to the Company, subject to the terms of the Equity Agreement.
Beer
Using .04 as the purchase point this dilution works out to 37,500,000 shares. CONZ has no income so I suspect the additional fees of 52,500 will be in stock also. This adds 1,312,500 shares for a total of 38,812.500 shares for the 1.5 million in cash. The current Outstanding Shares at this time are 102.8 million. Looks like this is about a 35% dillution when it all said and done.
bigcat2 found this article on NAVB
http://seekingalpha.com/article/621601-navidea-s-share-price-could-double-this-year?source=yahoo
Monday is Memorial Day May 28, 2012. I hope all will take a moment tomorrow and give thanks to those that have made each day we live Free possible.
At noon tomorrow, just think of those that gave their lives to make this possible, what will you be doing at that moment.
Many families have sacrificed many family members over several generations to make this country free.
I hope all have a great day tomorrow, and give thanks to those that have given their life for this country and made this possible.
BOD
Lots of underwater holders at this time. I had originally planed on entering at .50 but it appears, that .40 may be breached in the near future?
Take a moment and read:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=75862089
Money TV
Imaging3, Inc. is pleased to announce that Dean Janes will appear on MoneyTV, to update shareholders on the company status and recent events.
The interview will air on most cable and satellite stations, beginning Saturday, May 26, 2012. The show can also be viewed at www.moneytv.net, beginning Friday, May 25, 2012. You may also view this interview on Imaging3’s website once it has been made available for upload.
Sincerely,
Imaging3, Inc.
Burbank CA 91505
(800) 900-9729
info@imaging3.com
www.imaging3.com
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, technological obsolescence, competition from other medical instrument(s) and imaging companies, lack of capital, unexpected costs, failure or delay of FDA approval, absence of revenue, the impact on the national and local economies resulting from an economic recession or terrorist actions, and U.S. actions subsequently; unavailability of financing for the Company or its customers, product malfunction and potential product liability claims, and other factors detailed in reports filed by the Company.
We apologize for any inconvenience. If you would like to be removed from this mailing list, please reply to this email with the subject line “Unsubscribe”. Thank you.
First QT 2012 Results. 21.9 million cash on hand.
http://seekingalpha.com/news-article/2680481-navidea-biopharmaceuticals-announces-first-quarter-2012-results
If you have done your DD there is no Dilution in the forcast. The only thing I worry about is the MACRO aka the EU booting Greese. This will take all the markets down,it is what it is. I wish they would go ahead and get it over with.
Again what is your vote yes or No.
Anything is possible. We will see what the outcome is in the end, That will be in Sept. 2012
I say they will get FDA approval.
What is your vote, Yes or No?
Could be a few low count investors tired of waiting? Lucky its low share count investors at this point. You can imagine what a
1-5 mil shareholder that wanted out could do to the SP.
We will know soon, the BOARDWALKS should be in full swing dont you think? We should get a PR just any day... now. Have any thought about how many Boardwalks NJ has? They are continious up the coast. I hope CONZ has more than one stall on one Boardwalk if this is the path for the company in the Grand opening this year?
In my opinion there are many holding the bag from the previous runups. I suspect many are down 50% at this point in time.
Could be? But they better be covering on the way up over the next 90 days. This will receive FDA approval imo.
Interesting, in this article they state he has government sanctions that bar him from giving investment advice for the remainder of his life. But, the M Fool wrote it?
http://www.fool.com/investing/small-cap/2004/11/24/the-rehabilitation-of-henry-blodget.aspx
BTW your doing a great job as a moderator, asking the right questions imo
Looks like it works well, the FDA may frown on the solder joints with the lead/tin. You may have to make it a continious pipe to comply with the rules for heating food? but thats way down the road I suspect........
Have you have any problems with the solder melting, or do you have the regulator set low to prevent over heating?