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Thanks for the heads up, imo no it is not good.
“We may offer, from time to time, in one or more offerings, Class A common stock, preferred stock, warrants or units, which we collectively refer to as the “securities”. The aggregate initial offering price of the securities that we may offer and sell under this prospectus will not exceed $100,000,000. We may offer and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices and on terms to be determined at, or prior to, the time of each offering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read this prospectus and any applicable prospectus supplement before you invest.
The securities covered by this prospectus may be offered through one or more underwriters, dealers and agents or directly to purchasers. The names of any underwriters, dealers or agents, if any, will be included in a supplement to this prospectus. For general information about the distribution of securities offered, please see “Plan of Distribution”.
Our Class A common stock is traded on the Nasdaq Capital Market under the symbol “HLBZ”. On September 28, 2022, the closing price of our Class A common stock as reported by the Nasdaq Capital Market was $0.386 per share. Certain of our warrants are traded on the Nasdaq Capital Market under the symbol “HLBZW”. On September 28, 2022, the closing price of our publicly traded warrants as reported by the Nasdaq Capital Market was $0.08 per warrant.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this registration statement with a value more than one-third of the aggregate market value of our Class A common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our Class A common stock held by non-affiliates is less than $75.0 million. In the event that subsequent to the effective date of this registration statement, the aggregate market value of our outstanding Class A common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales shall not apply to additional sales made pursuant to this registration statement provided, except as otherwise set out in General Instruction I.B.6 of Form S-3. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus.
”
https://www.otcmarkets.com/filing/html?id=16126705&guid=_pX-kp_nQELuB3h
“10:27a ET 7/13/2022 - Dow Jones
WidePoint Shares Climb 13% on U.S. Coast Guard Task Order
By Kathryn Hardison
WidePoint Corp. shares rose 13%, to $2.66, on Wednesday after it said the U.S. Coast Guard awarded it a task order for cellular wireless managed services until 2026 with an award of up to $73.4 million.
The task order has an obligated base period of performance of six months with funding of $7.9 million. It spans from May 1 through Oct. 31, 2026.
WidePoint focuses on identity and access management, mobility managed services, telecom management, information technology as a service, cloud security and digital billing and analytics.
Shares were down 32% for the year.
Write to Kathryn Hardison at kathryn.hardison@wsj.com
(END) Dow Jones Newswires
July 13, 2022 10:27 ET (14:27 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.”
73 million / 4 years / OS = 2.09 of added value per year on that order till Oct 2026.
“11:07a ET 8/26/2022 - Benzinga
Freight Technologies Clocks Q2 Revenue Growth Of 45%
Transportation logistics company Freight Technologies Inc (NASDAQ: FRGT) (Fr8Tech) reported second-quarter revenue of $8.5 million, an increase of 45% year-over-year.
Revenue for the first half of 2022 reached $13.8 million, up 30% from $10.7 million a year ago.
Fr8Tech, which changed its name from Hudson Capital Inc. in May, continues to do business under the wholly owned subsidiary's commercial name Freight App, Inc. (Fr8App).
The company adjusted its FY22 revenue guidance from approximately $40 million to $32 million - $36 million, up from Fr8App's 2021 revenue of $21.5 million.
"While the distribution channel capacity scarcity improved and fuel price increases stabilized in the second quarter, we believe it is prudent to modify our full-year guidance, and we continue to expect revenue to increase sequentially throughout the year," commented Javier Selgas, CEO of Fr8Tech.
Price Action: FRGT shares are trading higher by 0.55% at $1.84 on the last check Friday.
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.“
Company charts ready as Halloween freight 3 weeks+ away in US, and major investments to coincide with run up to Halloween imo
RS 1 for 75 as predicted
“7:17a ET 9/28/2022 - Benzinga
ReWalk to Submit First Cases for Medicare Coverage Through Medicare Administrative Contractors
ReWalk Robotics Ltd. (Nasdaq: RWLK) is announcing that the Company will begin submitting Medicare cases following CMS's September 26, 2022, announcement affirming that the MACs have discretion to cover and reimburse for the ReWalk exoskeleton. ReWalk Robotics is actively engaged with CMS in its commitment to evaluate complex advanced technologies like exoskeletons.
This is the latest step in ReWalk's efforts to expand access to the Company's exoskeletons for Medicare beneficiaries with SCI. Studies have shown that the ability to ambulate with an exoskeleton has a profound and beneficial impact on health outcomes for individuals with SCI, including through improved mental health, increased gastrointestinal (GI) function and other improvements on the health consequences of a SCI. ReWalk has prioritized working with payers like Medicare to ensure coverage of and access to exoskeleton technologies for individuals who are paralyzed or disabled due to SCI, so they are able to once again experience the health and well-being benefits of functional ambulation.
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
Medicare reimbursements are the key
Hlbz impressed many at UBS conference, could see a run here
“9:05a ET 9/27/2022 - BusinessWire
Helbiz to Participate at the UBS Electric Vehicle Mobility Virtual Conference
Helbiz (NASDAQ; HLBZ), a leader in micro-mobility, today announced that management will virtually participate at the UBS Electric Vehicle Mobility Virtual Conference on October 3, 2022.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220927005289/en/
Management will participate in one-on-one and group meetings with institutional investors. For more information about the conference or to request a one-on-one meeting, please contact a UBS sales representative.“
“Versus Systems Introduces Updated Filter Fan Cam with New Features for Professional Brands, Sports Teams, and Venues
October 06 2022 - 07:00AM
GlobeNewswire Inc.
Versus Systems, Inc. (“Versus” or the “Company”) (Nasdaq: VS) today announced the newest release of one of their most popular products: Filter Fan Cam.
The Filter Fan Cam product applies 3D filters in real-time to in-venue streams of crowds and fans at live events. The fans, with their filters, are then featured on jumbotrons, halo boards, and main boards throughout arenas and stadium events worldwide. Since its inception, Filter Fan Cam has been deployed by teams from the NFL, NBA, NHL, NCAA, as well as national soccer teams and Japanese baseball. Brands and teams have even worked together on deployments such as when the New York Red Bulls launched an activation with Wendy’s, where fans appeared on the big screen with Wendy’s iconic red hair and pigtail braids.
With the latest version of the Filter Fan Cam product, Versus Systems now offers mobile features for brands, restaurants, and other smaller physical venues beyond stadiums and arenas. With the latest version of Filter Fan Cam, partners can now engage with fans directly on their mobile phones.
This new Mobile Filter Fan Cam was recently leveraged in a national program managed by ent! Marketing, as well as a program for Clemson football fans with Red Moon Marketing to support initiatives for Coca-Cola.
“We added Filter Fan Cam to our video board content in 2018 and it’s been a hit with our fans ever since. We’ve done custom helmets, shoulder pads, basketballs - we’ve thrown some crazy ideas at Versus Systems’ design team, and they’ve always answered the call,” said Mike Bilbow, Assistant Athletic Director for the University of Georgia Athletic Association. “Even during the Pandemic, they adapted Filter Fan Cam to work with a masked crowd. We’ve just implemented the latest version, and the graphics look amazing. We’re excited to continue our partnership, and see what’s next!”
“We are thrilled to work with the best teams and partners in the world – teams like the National Champion Georgia Bulldogs football team,” said Matthew Pierce, founder and CEO of Versus. “We work hard to make sure our interactive and rewarded products, like Filter Fan Cam, deliver great experiences to fans in-venue or at home.”
The new 2022 version of Filter Fan Cam includes a more intuitive user interface, improved model quality, materials, positional tracking, and lighting. Versus Systems engineering and animation teams added a soft body system for movement, an Advanced Camera Driver, and a portfolio of animated 2.5D parallax filters. Customers of all kinds, from teams to brands, can work with Versus Systems to create custom filters to bring their mascots, their products, and their game day traditions to life.
To experience the new Filter Fan Cam in action, visit the Versus Systems Event Calendar at www.versussystems.com/calendar and to learn more about Filter Fan Cam and its features please visit www.versussystems.com/filterfancam.“
“7:00a ET 10/7/2022 - Dow Jones
Press Release: Versus Systems Announces Strategic Investment from Yat Siu, Executive Chairman and Co-Founder of Animoca Brands
Versus Systems Announces Strategic Investment from Yat Siu, Executive Chairman and Co-Founder of Animoca Brands
LOS ANGELES, Oct. 07, 2022 (GLOBE NEWSWIRE) -- Versus Systems Inc. ("Versus" or the "Company") (Nasdaq: VS) announced today that the Company recently secured a strategic investment from Yat Siu, the Executive Chairman and Co-Founder of multi-billion-dollar digital entertainment company Animoca Brands and Chief Executive Officer of Outblaze Limited. A strategic partner of Versus Systems, Animoca Brands is a global leader in digital entertainment, gaming, and Web 3.0 applications.
Mr. Siu's investment, through his company Outblaze, reflects his support for Versus' growth strategy and proprietary technology as the Company further expands its partnerships and products into advertising, streaming media, and Web 3.0.
The private placement transaction between Mr. Siu and Versus was confirmed on September 30, 2022 and closed on October 6, 2022. Per the terms of the agreement, Mr. Siu purchased 6,184,382 shares at the September 29, 2022, market close price of $0.181 per share, for a total USD $1,119,373.14. The transaction was completed at the at-then-market price, with no discounts and no warrants. Upon the issuance of the shares associated with this transaction, Outblaze became a 19.9% shareholder in Versus. Details of the deal were filed with the SEC in a Form 6-K on October 6, 2022.
"Yat Siu is a visionary and strong advocate for revolutionizing audience engagement with interactivity and rewards-based media," said Matthew Pierce, Founder and CEO of Versus Systems. "As a leader at the forefront of digital collectables, gaming, and Web 3.0, Yat is committed to transforming the way we engage with media content."
"Versus is now well-positioned to help shape the trends of interactivity and rewards in digital media," added Yat Siu, Executive Chairman of Animoca Brands. "It is making exciting changes to monetize fan experiences and advertising both in-venue and online and I look forward to the growth of its new product suite."”
Powerful media companies have recognized the IP and product value Versus has
I’ve read this yesterday and again today and I still don’t understand how it is good for the company, 9 million shares convertible at 1.00 for Shanghai Highlight Media Co., Ltd, a company with no internet presence, then the CEO and Vice President resigned and were replaced:
https://investorplace.com/2022/10/why-is-code-chain-new-continent-ccnc-stock-up-102-today/
“Entry into a Material Definitive Agreement
As disclosed on the current report on Form 8-K on September 19, 2022, on September 16, 2022, Code Chain New Continent Limited (the “Company”) entered into a Share Purchase Agreement (“SPA”) with Shanghai Highlight Media Co., Ltd., a PRC company (“Target”), and all the shareholders of Target (“Target Shareholders”). Pursuant to the SPA, the Company agreed to issue an aggregate of 9,000,000 shares of common stock of the Company (the “Shares”), valued at $1.00 per share, to the Target Shareholders, in exchange for Target Shareholders’ agreement to enter into and to cause Target to enter into certain agreements (“VIE Agreements”) with Makesi IoT Technology (Shanghai) Co., Ltd. (“WFOE”), the Company’s indirectly owned subsidiary, to establish a VIE (variable interest entity) structure (the “Acquisition”). Target and the Target Shareholders do not have other relationship with the Company, its subsidiaries, or any directors or officers or employees of the Company and its subsidiaries other than the Acquisition.
On September 16, 2022, pursuant to the SPA, WFOE entered into a series of VIE Agreements with Target and Target Shareholders.
Material terms of each of the VIE Agreements are described below:
Technical Consultation and Services Agreement. Pursuant to the technical consultation and services agreement between WFOE and Target dated September 16, 2022, WFOE has the exclusive right to provide consultation services to Target relating to Target’s business, including but not limited to human resources, IT and intellectual properties. WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. WFOE has the right to determine the service fees based on Target’s actual operation on a quarterly basis. This agreement will be effective for 20 years and can be extended by WFOE unilaterally by prior written notice to the other parties. WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Target. If any party breaches the agreement and fails to cure within 30 days from the written notice from the non-breach party, the non-breach party may (i) terminate the agreement and request the breaching party to compensate the non-breaching party’s loss or (ii) request special performance by the breaching party and the breaching party to compensate the non-breaching party’s loss.
The foregoing description of the technical consultation and services agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the technical consultation and services agreement, which is filed as Exhibit 10.1.
Equity Pledge Agreement. Under the equity pledge agreement among WFOE, Target and Target Shareholders dated September 16, 2022, Target Shareholders pledged all of their equity interests in Target to WFOE to guarantee Target’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, Target Shareholders will complete the registration of the equity pledge under the agreement with the competent local authority. If Target breaches its obligation under the technical consultation and services agreement, WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will remain effective until all the guaranteed obligations are performed or the Target Shareholders cease to be shareholders of Target.
The foregoing description of the equity pledge agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the equity pledge agreement, which is filed as Exhibit 10.2.
Equity Option Agreement. Under the equity option agreement among WFOE, Target and Target Shareholders dated September 16, 2022, each of Target Shareholders irrevocably granted to WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Target. Also, WFOE or its designee has the right to acquire any and all of its assets of Target. Without WFOE’s prior written consent, Target’s shareholders cannot transfer their equity interests in Target and Target cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This pledge will remain effective until all options have been exercised.
1
The foregoing description of the equity option agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the equity option agreement, which is filed as Exhibit 10.3.
Voting Rights Proxy and Financial Support Agreement. Under the voting rights proxy and financial support agreement among WFOE, Target and Target Shareholders dated September 16, 2022, each Target Shareholder irrevocably appointed WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Target, including but not limited to the power to vote on its behalf on all matters of Target requiring shareholder approval in accordance with the articles of association of Target. The proxy agreement is for a term of 20 years and can be extended by WFOE unilaterally by prior written notice to the other parties.
The foregoing description of the voting rights proxy and financial support agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the voting rights proxy and financial support agreement, which is filed as Exhibit 10.4.
On September 29, 2022. the Shares were issued to the Target Shareholders. The Acquisition was completed.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01, the disclosure set forth in Item 1.01 above regarding the acquisition pursuant to the SPA is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
To the extent required by Item 3.02, the disclosure set forth in Item 1.01 above regarding the acquisition pursuant to the SPA is incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2022, Mr. Wei Xu tendered his resignation as the Chief Executive Officer, President, Chairman of the Board and a director of Code Chain New Continent Limited (the “Company”), effective October 4, 2022. The resignation of Mr. Wei Xu was not a result of any disagreement with the Company’s operations, policies or procedures.
On October 4, 2022, Mr. Bibo Lin tendered his resignation as the Vice President and a director of the Company, effective October 4, 2022. The resignation of Mr. Bibo Lin was not a result of any disagreement with the Company’s operations, policies or procedures.
On October 4, 2022, approved by the Board of Directors, the Nominating and Corporate Governance Committee and the Compensation Committee, Mr. Hongxiang Yu was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective October 4, 2022, and Ms. Shuang Zhang was appointed as the Vice President and a director of the Company, effective October 4, 2022.
The biographical information of Mr. Hongxiang Yu is set forth below:
Mr. Hongxiang Yu, age 43, co-founded Shanghai Highlight Media Co., Ltd. (“Highlight Media”), a consolidated variable interest entity of the Company, in 2016 and has been its Chairman of the Board since then. Mr. Yu is also the Chairman of the Board of Shanghai Highlight Asset Management Co., Ltd., responsible for asset management and private equity investment. Mr. Yu is also the Vice Chairman of the Board of Tianjing Dragon Film Co., Ltd., engaged in the investment in the film industry in China. From 2006 to 2015, Mr. Yu served as the general manager of Hongrun Foundation Engineering Co., Ltd. and the head of the internal audit department of Hongrun Construction Group Co., Ltd. Mr. Yu received his bachelor’s degree in international trade from University of Portsmouth in the United Kingdom in 2004 master’s degree in international human resource management from University of Portsmouth in the United Kingdom in 2006.
2
Mr. Hongxiang Yu does not have a family relationship with any director or executive officer of the Company. Mr. Hongxiang Yu has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Hongxiang Yu entered into an employment agreement with the Company and agreed to receive an annual compensation of $50,000, effective October 4, 2022. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.5.
The biographical information of Ms. Shuang Zhang is set forth below:
Ms. Shuang Zhang, age 52, co-founded Highlight Media in 2016 and has been its Chief Executive Officer since 2017. During her tenure as the Chief Executive Officer, Ms. Zhang managed the planning, creation and publication of books about the company history of industry leaders in China, published in top financial publications in China. From 2015 to 2016, Ms. Zhang was the director of public relations at Ctrip, an online travel company in China. From 2004 to 2015, Ms. Zhang was the editor-in-chief of China Business News, responsible for editing, performance, and quality control. Ms. Zhang received her bachelor’s degree in Journalism from Heilongjiang University in China in 1991 and her Master of Business Administration degree from the Antai College of Management and Economics of Shanghai Jiaotong University.
Ms. Shuang Zhang does not have a family relationship with any director or executive officer of the Company. Ms. Shuang Zhang has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Shuang Zhang entered into an employment agreement with the Company and agreed to receive an annual compensation of $30,000, effective October 4, 2022. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.6.”
I’ve read this yesterday and again today and I still don’t understand how it is good for the company, 9 million shares convertible at 1.00 for Shanghai Highlight Media Co., Ltd, a company with no internet presence, then the CEO and Vice President resigned and were replaced:
https://investorplace.com/2022/10/why-is-code-chain-new-continent-ccnc-stock-up-102-today/
“Entry into a Material Definitive Agreement
As disclosed on the current report on Form 8-K on September 19, 2022, on September 16, 2022, Code Chain New Continent Limited (the “Company”) entered into a Share Purchase Agreement (“SPA”) with Shanghai Highlight Media Co., Ltd., a PRC company (“Target”), and all the shareholders of Target (“Target Shareholders”). Pursuant to the SPA, the Company agreed to issue an aggregate of 9,000,000 shares of common stock of the Company (the “Shares”), valued at $1.00 per share, to the Target Shareholders, in exchange for Target Shareholders’ agreement to enter into and to cause Target to enter into certain agreements (“VIE Agreements”) with Makesi IoT Technology (Shanghai) Co., Ltd. (“WFOE”), the Company’s indirectly owned subsidiary, to establish a VIE (variable interest entity) structure (the “Acquisition”). Target and the Target Shareholders do not have other relationship with the Company, its subsidiaries, or any directors or officers or employees of the Company and its subsidiaries other than the Acquisition.
On September 16, 2022, pursuant to the SPA, WFOE entered into a series of VIE Agreements with Target and Target Shareholders.
Material terms of each of the VIE Agreements are described below:
Technical Consultation and Services Agreement. Pursuant to the technical consultation and services agreement between WFOE and Target dated September 16, 2022, WFOE has the exclusive right to provide consultation services to Target relating to Target’s business, including but not limited to human resources, IT and intellectual properties. WFOE exclusively owns any intellectual property rights arising from the performance of this agreement. WFOE has the right to determine the service fees based on Target’s actual operation on a quarterly basis. This agreement will be effective for 20 years and can be extended by WFOE unilaterally by prior written notice to the other parties. WFOE may terminate this agreement at any time by giving a 30 days’ prior written notice to Target. If any party breaches the agreement and fails to cure within 30 days from the written notice from the non-breach party, the non-breach party may (i) terminate the agreement and request the breaching party to compensate the non-breaching party’s loss or (ii) request special performance by the breaching party and the breaching party to compensate the non-breaching party’s loss.
The foregoing description of the technical consultation and services agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the technical consultation and services agreement, which is filed as Exhibit 10.1.
Equity Pledge Agreement. Under the equity pledge agreement among WFOE, Target and Target Shareholders dated September 16, 2022, Target Shareholders pledged all of their equity interests in Target to WFOE to guarantee Target’s performance of relevant obligations and indebtedness under the technical consultation and services agreement. In addition, Target Shareholders will complete the registration of the equity pledge under the agreement with the competent local authority. If Target breaches its obligation under the technical consultation and services agreement, WFOE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will remain effective until all the guaranteed obligations are performed or the Target Shareholders cease to be shareholders of Target.
The foregoing description of the equity pledge agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the equity pledge agreement, which is filed as Exhibit 10.2.
Equity Option Agreement. Under the equity option agreement among WFOE, Target and Target Shareholders dated September 16, 2022, each of Target Shareholders irrevocably granted to WFOE or its designee an option to purchase at any time, to the extent permitted under PRC law, all or a portion of his equity interests in Target. Also, WFOE or its designee has the right to acquire any and all of its assets of Target. Without WFOE’s prior written consent, Target’s shareholders cannot transfer their equity interests in Target and Target cannot transfer its assets. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time of the exercise of the option. This pledge will remain effective until all options have been exercised.
1
The foregoing description of the equity option agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the equity option agreement, which is filed as Exhibit 10.3.
Voting Rights Proxy and Financial Support Agreement. Under the voting rights proxy and financial support agreement among WFOE, Target and Target Shareholders dated September 16, 2022, each Target Shareholder irrevocably appointed WFOE as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of his equity interests in Target, including but not limited to the power to vote on its behalf on all matters of Target requiring shareholder approval in accordance with the articles of association of Target. The proxy agreement is for a term of 20 years and can be extended by WFOE unilaterally by prior written notice to the other parties.
The foregoing description of the voting rights proxy and financial support agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the voting rights proxy and financial support agreement, which is filed as Exhibit 10.4.
On September 29, 2022. the Shares were issued to the Target Shareholders. The Acquisition was completed.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01, the disclosure set forth in Item 1.01 above regarding the acquisition pursuant to the SPA is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
To the extent required by Item 3.02, the disclosure set forth in Item 1.01 above regarding the acquisition pursuant to the SPA is incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2022, Mr. Wei Xu tendered his resignation as the Chief Executive Officer, President, Chairman of the Board and a director of Code Chain New Continent Limited (the “Company”), effective October 4, 2022. The resignation of Mr. Wei Xu was not a result of any disagreement with the Company’s operations, policies or procedures.
On October 4, 2022, Mr. Bibo Lin tendered his resignation as the Vice President and a director of the Company, effective October 4, 2022. The resignation of Mr. Bibo Lin was not a result of any disagreement with the Company’s operations, policies or procedures.
On October 4, 2022, approved by the Board of Directors, the Nominating and Corporate Governance Committee and the Compensation Committee, Mr. Hongxiang Yu was appointed as the Chief Executive Officer, President, Chairman of the Board and a director of the Company, effective October 4, 2022, and Ms. Shuang Zhang was appointed as the Vice President and a director of the Company, effective October 4, 2022.
The biographical information of Mr. Hongxiang Yu is set forth below:
Mr. Hongxiang Yu, age 43, co-founded Shanghai Highlight Media Co., Ltd. (“Highlight Media”), a consolidated variable interest entity of the Company, in 2016 and has been its Chairman of the Board since then. Mr. Yu is also the Chairman of the Board of Shanghai Highlight Asset Management Co., Ltd., responsible for asset management and private equity investment. Mr. Yu is also the Vice Chairman of the Board of Tianjing Dragon Film Co., Ltd., engaged in the investment in the film industry in China. From 2006 to 2015, Mr. Yu served as the general manager of Hongrun Foundation Engineering Co., Ltd. and the head of the internal audit department of Hongrun Construction Group Co., Ltd. Mr. Yu received his bachelor’s degree in international trade from University of Portsmouth in the United Kingdom in 2004 master’s degree in international human resource management from University of Portsmouth in the United Kingdom in 2006.
2
Mr. Hongxiang Yu does not have a family relationship with any director or executive officer of the Company. Mr. Hongxiang Yu has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Hongxiang Yu entered into an employment agreement with the Company and agreed to receive an annual compensation of $50,000, effective October 4, 2022. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.5.
The biographical information of Ms. Shuang Zhang is set forth below:
Ms. Shuang Zhang, age 52, co-founded Highlight Media in 2016 and has been its Chief Executive Officer since 2017. During her tenure as the Chief Executive Officer, Ms. Zhang managed the planning, creation and publication of books about the company history of industry leaders in China, published in top financial publications in China. From 2015 to 2016, Ms. Zhang was the director of public relations at Ctrip, an online travel company in China. From 2004 to 2015, Ms. Zhang was the editor-in-chief of China Business News, responsible for editing, performance, and quality control. Ms. Zhang received her bachelor’s degree in Journalism from Heilongjiang University in China in 1991 and her Master of Business Administration degree from the Antai College of Management and Economics of Shanghai Jiaotong University.
Ms. Shuang Zhang does not have a family relationship with any director or executive officer of the Company. Ms. Shuang Zhang has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Shuang Zhang entered into an employment agreement with the Company and agreed to receive an annual compensation of $30,000, effective October 4, 2022. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.6.”
The OS kept me away, too bad, price is capped at .30785 based on Tilray owning a half billion shares converted at that price, when all those are converted they could do a R/S imo:
“(1) Includes 564,235,830 common shares issuable upon conversion of the outstanding principal and accrued interest of a senior secured convertible note due 2026 of HEXO Corp. dated July 12, 2022, based on the conversion price of $0.30785 per common share, which is the equivalent of CAD $0.40 (assuming a CAD: USD exchange rate of $0.7683, which was the daily exchange rate as of July 12, 2022, as reported by the Bank of Canada).
(2) Based on an aggregate of 1,165,630,670 common shares outstanding as of July 12, 2022, including (i) 514,676,347 common shares outstanding as of the close of business on July 11, 2022 (as certified by the issuer’s transfer agent and registrar); (ii) 30,618,494 common shares issued to the reporting person’s financial advisor on July 12, 2022 (as disclosed in the issuer’s supplement to the management information circular dated May 9, 2022, as filed with the Securities and Exchange Commission (the “SEC”) by the issuer on June 16, 2022); and (iii) 56,100,000 common shares issued to HT Investments MA LLC on July 12, 2022 (as disclosed in the material change report attached to the issuer’s Form 6-K filed with the SEC on July 20, 2022), and assuming issuance of an additional 564,235,830 common shares upon conversion of the HEXO Note (as defined herein).“
“Sysorex, Inc. (the “Company”) was notified that the audit practice of Friedman LLP, the Company’s independent registered public accounting firm (“Friedman”), was combined with Marcum LLP (“Marcum”) effective September 1, 2022. On October 3, 2022, the Board of Directors of the Company approved the dismissal of Friedman LLP and the engagement of Marcum LLP to serve as the independent registered public accounting firm of the Company. The services previously provided by Friedman LLP will now be provided by Marcum LLP.”
Morgan Freeman
“Based on Tom Clancy's novel, this espionage thriller tracks a sinister plot to draw the United States and Russia into World War III. When the Russian president (Ciarán Hinds) suddenly dies, world tension escalates. Coupled with missing nuclear scientists and the threat of a nuclear detonation on United States soil, young CIA analyst Jack Ryan (Ben Affleck) must uncover who is behind the conspiracy.
Release date: May 31, 2002 (USA)”
In the garden of Eden, Adam and Eve were seduced with eternal knowledge by eating an Apple and were hence cast out into the world. Apple’s reliance on the internet cables is the correlation today, Putin is very religious and may believe the internet is separating humans from God, and shutting it off via submarine, as the pretext for doing so has now been created, may be the goal all along:
Adam and Eve's Separation from God
“Because Adam and Eve had eaten the fruit of the tree of knowledge of good and evil, the Lord sent them out of the Garden of Eden into the world. Their physical condition changed as a result of their eating the forbidden fruit. As God had promised, they became mortal.“
Smartphones for all were the forbidden fruit, knowledge of good and evil dehumanized earth’s population, a lack of that knowledge would make humanity mortal and human again. Is humanity about to be figuratively cast out (cut out, scissored out, Sysorex) of the garden of Eden, seems current events and nuclear dictators will decide that sooner than later.
Also in Ukraine, bombed by Russia. Money flows in from outside parties, what balances the money flow, ghost accounts, forgotten in mass migration, what inflation would occur if that money got transferred to the living. People might not realize the moral and ethical struggle they are in, the new money is going to war profiteers but the net amount of money is zero due to ghost accounts. It’s a defacto transfer of wealth that not many consider. Same here imo except traders long before today discovered the void, a crack in the government scheme.
Not out of the question, tragic as it is.
They can’t pay that is the entire point of the MOASS, their ghost accounts should have already been drained by us the opportunists with third parties covering for them henceforth all the way up until we decide our price, as demand for shares increased from when the CE was lifted pre-market. Didn’t happen though, it’s going up .0003 per day and a few people have more money but not as much as they otherwise would, all imo. The FED and their proxy OTC want the ghost accounts to remain unclaimed because they write off that ghost money as a win against inflation, transferring it to real accounts is a negative in their view.
Not far fetched the shorts being in ghost accounts is the basis of the MOASS, if you think that in the health environment that has occurred since this went CE that the ghost short accounts don’t exist then that is very optimistic and not realistic imo. People can assume the system is on top of things when they lost billions in CoVid funds to theft, companies owned by China and mega-corporations that it wasn’t designed for. It’s a clown show of disorganized clowns. Apply that and understaffing to this mess and the mandate to destroy wealth and reduce inflation and you have the whole story.
If a stock is halted for 100 years how many shorts are left when it resumes trading. None because they are all dead. Not stupid, the reality of time passing on financial matters.
Many of the shorts are in trading accounts where the investor died from CoVid in my opinion and they will be called to cover and won’t obviously respond, thus adding to the trading situation you see playing out. The market is supposed to play out in a free and fair way, not delayed to allow family members of the deceased time to cover positions if they can even be contacted by brokerages. Just file the attorney letter and let the ensuing chaos create wealth and the market makers lose millions if they are involved in nefarious activity, that is called a free market. Years after NAKD etc we are still dealing with this nonsense.
Yeah the market makers do, what people are witnessing is a rigged situation, a crime against the market via by-default segregation of certain investors until the SP is high enough to be deemed “in the middle” with enough doubt for those already in to sell or keep it where it ends up more or less when the CE disappears, same thing happened with DRGV, went from .0001 to .001 and then it was allowed to be traded by everyone and goes nowhere or south. Same story in every one of these opportunities Powell is a criminal not letting parts of the market evolve so that the “upper market” can see gains.
Obviously the more time the better for the shorts, and I think since the FED is trying to destroy wealth this MOASS is being purposefully slow walked to prevent wealth from being created by it, its a nice parade for many investors to watch go by and wonder hey why does my government prevent people from making money. The FED is literally destroying the US market on purpose and this is just another example that people may not recognize, the lack of an attorney letter and CE removal is a red flag for manipulation for the purpose of reducing inflation, creating 100 more millionaires isn’t acceptable to that strategy. Investors aren’t allowed to win unless they pay the taxes, aka the wealthy who pay most of the taxes. If the FED suspects net wealth will increase by any certain trade it isn’t allowing it to occur, a two tiered market just like the two tiered Justice system in the U.S. and the OTC is participant and just following orders.
By the time they file the attorney letter the share price will already have allowed shorts to cover while many cannot buy, what prevented them up from filing the attorney letter? What good is this MOASS if no one can buy into it.
The market might be too stupid to imagine the possibility and necessity of hydrogen power until millions of people freeze to death this winter. The lack of urgency when there should be a rush to supply Advent’s green energy solution is as appalling as the circumstances that require it. The pope, King Charles and every billionaire should be ashamed of this Shareprice for a cornerstone company integral to transitioning from fossil fuels. They think the investor base can wait forever to see gains on common sense solutions at a decently low OS, it’s shocking to me to see this SP struggling when it is more important than the multitude of cloud computing companies that trade in the hundreds per share which will depend on hydrogen energy to compute.
7000 tons x the price of a ton of cobalt (+50,000 per ton)
How does the CE get removed without an attorney letter filed. How did it go pink current without an attorney letter.
Imo, Investing in this is basically a bet on a massive short position having to cover if the CE is removed, and not in the company itself, which has an asset/liability ratio less than 1.
KULR SECURITY DETAILS
Share Structure
Market Cap Market Cap
146,936,418
10/05/2022
Authorized Shares
500,000,000
05/09/2022
Outstanding Shares
107,252,860
08/11/2022
Restricted
74,762,517
05/09/2022
Unrestricted
32,454,723
05/09/2022
Held at DTC
30,546,423
05/09/2022
Float
6,175,157
08/03/2020
Par Value
0.0001
“11:56a ET 10/5/2022 - Benzinga
Ketamine Therapy At Your Doorstep, Growing Number Of Clinics Offer This Treatment Option
Being the sole psychedelic legally available as medicine, ketamine-assisted therapy services are expanding at a rapid pace across the U.S.
The most recent news includes the incorporation of a Western ketamine infusion clinic into a renowned network of clinics providing psychedelic-assisted therapy, new ketamine therapy options to expand treatment availability in view of a therapist shortage on the East Coast and a management agreement between two ketamine therapy providers on the West Coast.
Irwin Naturals Acquires And Adds Idaho Clinic To Its â??Emergence' Chain Of Psychedelic Services
Irwin Naturals Inc. (OTC: IWINF) signed a binding agreement for the acquisition of Ketamine Infusions of Idaho PLLC, which operates a clinic in Idaho Falls.
The facility is set to join Irwin Naturals Emergence, the company's national chain of psychedelic mental health clinics, as its first medical center in Idaho.
'We built our practice on a steadfast belief that we could help people who were suffering. Becoming part of Irwin Naturals Emergence not only validates that belief, but it allows us to become part of a network that will make these treatments available at a national scale behind a trusted brand,' said Ketamine Infusions founder Christina Stubbs
Operating since early 2022, the Emergence chain is a wholly-owned subsidiary of household brand Irwin Naturals which has reached agreements that will or have already added 11 clinics across six different states, including Ohio, Vermont, Iowa, New Hampshire, Georgia and Florida.
By building a national chain, Irwin expects to offer efficiencies and profit from savings due to economies of scale and the incorporation of its branded best practices.
'We provide a level of reassurance simply by being in this space. We've safely cared for your health needs for 28 years, and we will continue to do that with these new, life-changing treatments that are safe, effective, and can provide relief to those in need,' said CEO Klee Irwin.
Braxia's KetaMD Expands Access to Ketamine Therapy In South Eastern State Through Safe Telehealth Platform
”
200 million in annual contract revenue (Q2 x 4 = 212 million per year), 8.7 million float … is the market sleeping on this?
Even if they averaged the current 3 milll per month that is 36 million / 56 million OS = .64, so the market is subtracting .43 cents a share currently for some reason, and applying a zero forward P/E ratio and thus assuming a zero future increase in revenue. The company in contrast is projecting to be a billion dollar company, which at the current OS would be a 20.00 share price. Which is the correct projection? That is a major discrepancy, 100x difference.
“8:38a ET 10/5/2022 - Benzinga
ToughBuilt Industries Secures New Distributor Agreements With Four Major Retailers In Germany
IRVINE, Calif., Oct. 05, 2022 (GLOBE NEWSWIRE) -- Today, ToughBuilt Industries, Inc. ("ToughBuilt") (NASDAQ:TBLT, TBLTW)))) announced it has entered into four major retailers in Germany, representing tens of thousands of new end users across Europe, which accounted for a 35% share of the global hand tools market in 2022.1 A wide range of ToughBuilt SKUs will now be sold in stores and online by these new retailers:
Friedrich Delker GmbH & Co. KG ("Delker"). Delker is one of the largest privately owned hardware suppliers in Germany. With three general headquarters across Germany and Poland and a strong e-commerce presence, Delker is a professional wholesale group selling power tools, warehouse and factory equipment, machine tools, and occupational safety products from globally recognized brands.
Witte Metallwaren GmbH & Co.KG ("Witte"). Witte supplies flooring, interior specialists, painters, and floor covering wholesalers and continues to be under family ownership today. All new additions to its portfolio of brands are subjected to a stringent round of quality testing to ensure they meet Witte's exacting standards.
Vageler & Christiansen GmbH ("Vageler & Christiansen"). A major online retailer, Vageler & Christiansen distributes tools, machines, protective clothing, and accessories to professional consumers across Europe. The business ships over 2,500 orders monthly to over 30,000 end users.
Bernd Ulbricht Nachf, A supplier of professional customers with tools and consumables (such as fixings and fastenings), building chemicals, and workshop supplies from its headquarters in GroÃ?olbersdorf, is an established source of quality for the Saxon community.
Michael Panosian, ToughBuilt CEO, commented, "These new partnerships in Germany offer the Company opportunities to capture further market share in a key EU Member state for ToughBuilt's global growth strategy and European expansion. Our distribution alliance with Witte, Bernd Ulbricht Nachf, and Delker will help to increase awareness of the ToughBuilt brand, cementing our reputation for quality and innovation worldwide."
COHERENT MARKET INSIGHTS 2022, (https://www.coherentmarketinsights.com/market-insight/hand-tools-market-3807)
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
Q4 Macd cross on longer term charts can rise with the good news, fans excited to participate in sporting event games to increase viewership for all major sports via patented interaction, seems a patent for a heart rate monitor is worth at minimum a 400% SP increase, so it is time to market OTT and take advantage of this IP portfolio, leverage it for all it is worth, Q4, here is the moment.
Share Structure
Market Cap Market Cap
4,972,415
10/04/2022
Authorized Shares
Unlimited
09/30/2022
Outstanding Shares
24,899,424
09/30/2022
Restricted
Not Available
Unrestricted
Not Available
Held at DTC
11,309,628
09/30/2022
Float
8,655,430
12/17/2020
Elon buying Twitter is good for Rumble since Elon is a fan of the company, collaborative opportunity once he straightens out twitter’s totalitarian adherences.
2019 cup and handle completion to 2640.00 per share. Low float and selling high demand tools during 50 billion dollar natural disasters, like selling water during a fire. Will it get to 2640 per share with all the paper handed investors probably not but it shows where it should be in terms of its true chart value as the company self-actualizes and makes money indiscriminately imo. That goes for a lot of companies that are managed correctly and still having to deal with the general economics. Companies can be patient, let the share price rise to its appropriate level in regards to the chart, that is a healthy business practice reflective of a healthy business.
Outstanding Shares
12,326,531
08/19/2022
My projected Market cap peak for TBLT when cup and handle completes:
31,680,000,000
.2657 gap
“8:30a ET 10/4/2022 - Globe Newswire
KULR Technology Secures Initial Deployment Order From Top Tier United States Department of Defense Contractor
GlobeNewswireOctober 04, 2022
KULR's High-Performance Thermal Management Solutions to Aid in Air-to-Air Missile Program Beginning Q4 2022
SAN DIEGO, Oct. 04, 2022 (GLOBE NEWSWIRE) -- KULR Technology Group, Inc. (NYSE American: KULR) (the "Company" or "KULR"), a leading developer of next-generation lithium-ion ("Li-ion") battery safety and thermal management technologies, today announced it has received an initial deployment order totaling over $500,000 from a leading Department of Defense (DoD) contractor, with future considerations up to the multi-million-dollar amount over the next year. KULR's technology will be utilized by the American manufacturer of spacecraft components and instruments for national defense, civil space and commercial space applications to support its Air-to-Air Missile shipping program. This initial deployment order is for immediate delivery with the potential for a multi-million-dollar deployment order to run through 2023.
"We are proud to continue our support with partners in the defense industry, providing some of the most innovative and high-performance thermal management solutions to advance key new deployments," said Michael Mo, Co-Founder and CEO of KULR Technology Group. "Aerospace and defense have long been and continue to be a cornerstone market for KULR. As we deepen our relationships in this important space, we look forward to providing transformative technology and expanded product offerings to a growing client base."
Today's announcement builds upon KULR's established history of successful partnerships with prime DoD contractors and underscores the Company's continued commitment, presence and growth within the aerospace and defense marketplace.
About KULR Technology Group Inc.â?¯
KULR Technology Group Inc. (NYSE American: KULR) develops, manufactures and licenses next-generation carbon fiber thermal management technologies for batteries and electronic systems. Leveraging the company's roots in developing breakthrough cooling solutions for NASA space missions and backed by a strong intellectual property portfolio, KULR enables leading aerospace, electronics, energy storage, 5G infrastructure, and electric vehicle manufacturers to make their products cooler, lighter and safer for the consumer. For more information, please visit www.kulrtechnology.com.
”
5 day consolidation and .67 gap fill imo prior to increase
“8:09a ET 9/22/2022 - Benzinga
Ensysce Biosciences Announces Initiation Of Second Human Abuse Potential Study, Being Conducted By Dr. Vince Clinical Research
~ Oral Opioid Abuse Being Explored for PF614 ~
~ Data From Trial Supports Abuse Deterrent Labeling, Designed to Measure the Potential for Drug Liking ~
SAN DIEGO, CA / ACCESSWIRE / September 22, 2022 / Ensysce Biosciences, Inc. ("Ensysce" or the "Company") (NASDAQ:ENSC)(OTC:ENSCW), a clinical-stage biotech company applying transformative chemistry to improve prescription drug safety focused on reducing abuse and overdose, today announced the initiation of PF614-104, â??A Randomized, Double-blind, Placebo and Active-Controlled, Crossover Study to Evaluate the Oral Abuse Potential of PF614 Compared with Oxycodone Immediate-Release Tablets, and Placebo in Non-Dependent Recreational Opioid Users.' The study is being conducted by Dr. Brad Vince, from Dr. Vince Clinical Research (DVCR), at one of the most innovative and technologically advanced clinical pharmacology units, newly constructed and recently opened in Overland Park, Kansas. This study is designed to test and confirm that PF614 will have less potential for drug liking versus immediate release oxycodone at equivalent drug dosages.
Dr. Bill Schmidt, Chief Medical Officer of Ensysce, commented, "This is the second Human Abuse Potential (HAP) study of PF614 to be conducted this year demonstrating the Company's rapid advancement in the development of our lead drug candidate. Such studies are critical for the abuse deterrent labeling of any new opioid drug product and this study serves as an important step in establishing that PF614 is differentiated from current products on the market. PF614 is a chemically modified oxycodone that requires exposure to endogenous human trypsin in the small intestine to activate to relieve severe pain, and this requirement is key to the abuse deterrence of PF614. We remain dedicated to bringing to market a responsible solution that will alleviate suffering for those who experience severe pain."
Dr. Lynn Kirkpatrick, CEO of Ensysce offered, "We believe the features of PF614 will reduce the liking qualities of the product, ultimately deterring drug abusers from taking, or sourcing PF614. We also believe the requirement for exposure to trypsin and the chemically designed release kinetics of PF614 will separate PF614 from other marketed oxycodone drug products. Our recent report that PF614 is bioequivalent to OxyContin demonstrates that the chemical modification of PF614 is likely to provide the same pain-relieving properties, yet with longer pain relief than OxyContin since PF614 has been shown to have a longer half-life consistent with true twice-daily dosing. We are looking forward to working with DVCR to conduct this study and reporting the data from this trial, expected in early 2023."
The PF614-104 study will examine the desirability of three doses of PF614 versus a current marketed equivalent and placebo in recreational drug users. Eligible subjects will receive five treatments (one per treatment period) in a randomized, double-blind, crossover manner. The primary outcome measure will be â??Drug Liking' and the key secondary endpoint will be â??Take Drug Again.'
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
“3:46p ET 10/4/2022 - Benzinga
This Nutraceutical Company Stands To Become Leader In A Projected $50B Industry, New Analyst Insights
Irwin Naturals Inc., (OTCQB: IWINF) a household name in nutraceuticals for nearly nearly 30 years ventured into the cannabis industry with its own CBD line and THC licensing. Now, the company is looking to establish its presence in the psychedelics space as well.
The company's latest move was the acquisition of all issued and outstanding shares of growth clinics agency Keta Media LLC. The deal includes KM's global network's relationships with treatment centers in over 45 states and three countries.
The Analyst
Cantor Fitzgerald analyst Pablo Zuanic initiated coverage on the company stock with an Overweight rating and a Dec. '23 price target of CA$9.62 ($7).
The Thesis
The company plans to have 100 clinics under its banner by the end of next year and provide Ketamine-assisted treatments and other psychedelics-based therapies once the substances become legal on the federal level, Zuanic said in his latest note. Currently, there are roughly 600 behavioral clinics that offer psychedelics-based treatments out of 14,000 across the country, he added.
"Assuming that in the next five years, 15% of the US adult population with a diagnosed mental illness (15% x 25% x 258mn) uses Ketamine-assisted therapy and other psychedelics-based therapy (if legal by then), the market could be worth ~$50Bn (taking an average of $5,000 per patient for the treatment)."
Moreover, with $100 million in sales for 2021 and products available in over 100,000 shops nationwide, in addition to its CBD business, Irwin continues to bolster the process of licensing the brand for THC in several states where it's legal, such as Michigan, Ohio, Colorado, New Mexico and California, to name a few.
"Based on the TAM potential for the sector, a sector leader in the psychedelics clinics space could be worth $45Bn in five years, as per our estimates," Zuanic said adding that it is not yet clear how the sector will play out.
However, "there is plenty of uncertainty about how this specific sector plays out, and the Irwin roll-up strategy has inherent execution risks," said Zuanic.
Photo: Courtesy of Tumisu, sergeitokmakov by Pixabay
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
So the new market precedent is companies increase 400 % on granted patent, weird how so many companies got patents but increased for maybe one day.