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Long term gap at .05 from 8/16/21, (lower bollinger band on 1 month chart ), also at .0025 from 1/26/21. The lack of a buyback really was the deal-breaker imo after saying they would PR that initially.
This stock increased in sympathy with Twitter when Musk re-engaged his offer there. Some investors and bank algorithms invest in a sector when such events occur, at least Enga is considered by some out there to be worthy of a “sector buy” for one day. I predict .07 gap fill by November which is probably when Musks deal finally closes.
Hexwave system should be required to scan all Vending Machines in the Baltimore Stadium during each football game, and not just scan the crowd entering the stadium, “Hollywood projection theory” postulates that Hollywood is provided future events that cannot be proven to occur, so instead the events are coded in films and TV shows:
Take a look at this vending machine:
It is from the 2002 movie “The Sum of all fears”. Inside that vending machine is a nuclear weapon placed there by a rogue Russian agent who wants to start a nuclear war between the U.S. and Russia. Tensions could not be higher between the U.S. and Russia, and IHub can change the future by preventing a future nuclear detonation.
Morgan Freeman’s character is the current Barack Obama, who now has the back seat in an advisor/mentor role to the staff of Biden. Biden is represented by President Fowler in the film, looks just like Biden too:
A “Fowler” is somebody who messes things up and Biden has done that with every possible policy by any economic estimation.
In the film the football game is played in Baltimore between Florida and Chicago, the philosophical base for each the conservative and liberal viewpoints in US politics currently.
Baltimore, nuked in the film, is the place historically prominent for the war of 1812 generating the story of the US National Anthem, “bombs bursting in air”. 18+1+2 is 21, 21 years after the 2002 film is next year. Football is the sport where players began kneeling for the National Anthem, and the briefcase with the nuclear codes always with the US President is called the “Football”. There were recent questions as to whether Trump took documents from the national archives related to nuclear weapons, and North Korea fired a ballistic missile over Japan yesterday for the first time in 5 years.
Winston is a cigarette in that vending machine, press B2 or B3 to select that item, or in numbers, 22, 23. Winston Churchill was the person who coined the phrase “Sum of all Fears”, quote:
“You may take the most gallant sailor, the most intrepid airman or the most audacious soldier, put them at a table together - what do you get? The sum of their fears." - Winston Churchill
Gallant Sailor
Intrepid Airman
Audacious Soldier
2 words x 3 individuals = 6 total words
Land, Air, Sea = the Nuclear Triad
Barack Obama wrote the Audacity of Hope
It is therefore my opinion that, based solely on the above theory, that the Hexwave system should be required to scan all vending machines in the stadium
Another film “The Number 23” with actor Jim Carey describes his character as believing the number 23 was a hex or curse. If a Hex is a curse and the letter W is the 23rd letter. Hex-w-ave.
LDDFF are letters that add up to 32, (12+4+4+6+6), the opposite of 23, thus the opposite and therefore neutralizing force of the Hex, 23, the curse that could happen next year to all people, another day that would live in infamy. Current events in Ukraine suggest that such a tragic outcome is plausible and therefore this stock could be one of the most important stocks in the history of humanity, and nobody has yet realized exactly to what extent. In Back to the Future, Emmitt Brown says that the future is not written yet, it can be changed. If the Hexwave system is only scanning the patrons entering the building what is scanning the vending machines, is that question enough to change an unproven future? Would similar questions in advance have prevented the 9/11/01 attacks?
Dr. Andy Rompel, executive chairman of Jourdan. He continued, "and we are keenly awaiting the initial mineral resource estimate now that we have all drillhole assay results from our flagship project at Vallee." - 9/6/22, 29 days.
Macd still heading toward the zero line, 6 month chart has another opportunity tomorrow into Thursday even though it is way overdue already imo, one month ago tomorrow it closed at the same price it is now, a month long bottom, year of the Water Rabbit 3 months and 3 weeks away.
Today the chart was ready to roar, last news was 3 weeks ago, what an opportunity, try again early premarket tomorrow
MAcd cross looking good, 6 month chart consolidation completing, higher SP possible
Share offering:
“Clarification of Response (if Necessary)
The Company also issued A.G.P./Alliance Global Partners and its designees warrants to purchase 20,833 shares of the Company's common stock and reimbursed A.G.P. for $50,000 in expenses.”
“13. Offering and Sales Amounts
Total Offering Amount $ 5000004 USD o Indefinite
Total Amount Sold $ 0 USD
Total Remaining to be Sold $ 5000004 USD o Indefinite”
https://ih.advfn.com/stock-market/NASDAQ/shiftpixy-PIXY/stock-news/89207321/small-company-offering-and-sale-of-securities-with
Shares are the product
Florida Hurricane damages 47 billion, ToughBuilt pre-positioned for major revenues
7000 tons of Cobalt is a lot of money
“11:05a ET 9/22/2022 - Benzinga
Electra And LG Energy Solution Sign Three-Year Cobalt Supply Agreement
Marks Electra's first commercial agreement in EV supply chain
TORONTO, Sept. 22, 2022 /CNW/ - Electra Battery Materials Corporation (NASDAQ:ELBM) (TSXV:ELBM) ("Electra") today announced the signing of a three-year agreement to supply battery grade cobalt to LG Energy Solution (LGES; KRX: 373220), a leading global manufacturer of lithium-ion batteries for electric vehicles. Electra has agreed to supply LGES with 7,000 tonnes of battery grade cobalt from 2023 to 2025. The material will be supplied from the only cobalt sulfate refinery in North America, located north of Toronto, Ontario.
www.ElectraBMC.com for more information. (CNW Group/Electra Battery Materials Corporation)" alt="Visit www.ElectraBMC.com for more information. (CNW Group/Electra Battery Materials Corporation)">
Electra will supply 1,000 tonnes of cobalt contained in a cobalt sulfate product in 2023 and a further 3,000 tonnes in each of 2024 and 2025 under an agreed pricing mechanism. In addition to the supply agreement, Electra and LG Energy Solution have agreed to cooperate and explore ways to advance opportunities across North America's EV supply chain, including, but not limited to, securing of sustainable sources of raw materials. Financial terms of the supply agreement were not disclosed.
"LG Energy Solution is a global leader in the electric vehicle supply chain, and we are delighted to sign our first strategic supply agreement with such an important player in the lithium-ion battery market," said Trent Mell, CEO of Electra. "This is only the beginning of a larger strategic relationship with LG Energy Solution involving our other assets and growth initiatives in the North American battery supply chain."
"As we have recently announced our mid- to long-term strategy to focus on North America, the fastest growing EV market, these partnerships serve as a crucial step towards securing a stable key raw material supply chain in the region," said Youngsoo Kwon, CEO of LG Energy Solution. "By establishing a strategic partnership with Electra, a key critical material supplier and only cobalt refinery in North America, LGES will continue to ensure the steady delivery of our top-quality products, thereby further advancing the global transition to EVs and ultimately to a sustainable future."
"Today's announcement is great news for Canada," said the Hon. Francois-Philippe Champagne, Minister of Innovation, Science, and Industry. "This agreement between Electra and LG Energy Solution will see Canadian critical mineral resources and Canadian workers helping to build the car of the future. Through partnerships like this one, Canada is cementing its position as the world's green supplier of choice in the auto industry and beyond."
"A key part of our government's plan to build Ontario is supporting partnerships like this one between Electra and LG Energy Solution," said Vic Fedeli, Ontario's Minister of Economic Development, Job Creation and Trade. "With our critical minerals strategy, cutting-edge technology and world-class workforce, Ontario has what it takes to build the cars of the future, and we're proud to see more and more companies come to Ontario for exciting partnerships."
According to research by CRU, a leading provider of business intelligence on the global metals, mining, and fertilizer industries, China is currently responsible for 71% of refined cobalt, 76% of refined nickel and 93% of refined manganese used in EV batteries. Favourable public policy and growing EV adoption rates are accelerating the development of a North American refining and battery recycling ecosystem by Electra. The U.S. Inflation Reduction Act underscores the importance of creating a domestic EV battery supply chain by extending a $7,500 tax credit for vehicles that do not contain critical minerals sourced from China and Russia.
Electra's low-carbon hydrometallurgical refinery complex is located in Temiskaming Shores, near the Sudbury Nickel Basin. The refinery is in the late stages of commissioning and is expected to commence operations in the spring of 2023. Cobalt sulfate provided under the term of the contract with LGES will be sufficient to supply up to 1.5 million full electric vehicles.
At full capacity, Electra's facility will produce enough cobalt to supply up to 1.5 million electric vehicles per year.
To meet growing customer demand, the Company announced on June 22, 2022 that it is evaluating a second refinery in the province of Quebec by 2025-26, which could source cobalt from Electra's Idaho cobalt and copper project. There are no other cobalt sulfate producers in North America today.
The Company is also developing black mass battery recycling capabilities to recover lithium, nickel, cobalt, graphite, and copper. A demonstration plant will be commissioned in the fall of 2022 to validate the Company's proprietary flow sheet, with commercialization anticipated in 2023-24. Electra's other growth projects include the construction of a battery grade nickel refinery and a manganese refinery, to establish a fully integrated battery materials park with a third-party cathode precursor (pCAM) manufacturer. Electra announced the highlights of an engineering scoping study related to development of an integrated facility on September 8, 2022 that outlined a path to growing nickel sulfate refining capacity in North America.
LGES and Electra will hold a formal ceremony today, September 22, in Toronto, celebrating the signing of a term sheet, which commits the parties to key commercial terms. Final legal documentation and signing of the definitive agreement is expected to be concluded in the coming months.
CIBC Capital Markets acted as exclusive financial advisor to Electra.
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
“55,200,000 Shares of Common Stock
Pre-Funded Warrants to Purchase Shares of Common Stock
and Warrants to Purchase up to 69,000,000 Shares of Common Stock
We are offering 55,200,000 shares of common stock, par value $0.01 per share, together with warrants to purchase 69,000,000 shares of common stock. The common stock and warrants will be sold in a fixed combination, with each share of common stock accompanied by one and one-quarter (1.25) warrants to purchase one (1) share of common stock per whole warrant. The shares of common stock and warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. The assumed public offering price for each share of common stock and the accompanying warrants is $0.36, which was the last reported sale price of our common stock on The Nasdaq Capital Market on September 26, 2022.
The warrants will be exercisable only after we receive approval from our stockholders for both (i) an increase in the number of shares of common stock we are authorized to issue and/or a reverse stock split of our outstanding shares of common stock, each in an amount to be determined by the board of directors and each sufficient for the exercise in full of all of the warrants (an increase in authorized shares or a reverse stock split, each a “Capital Event”) and (ii) the potential issuance of shares of common stock upon exercise of the warrants in accordance with Nasdaq Marketplace Rule 5635(d) (the “Nasdaq Listing Rule”) ((i) and (ii), collectively, the “Stockholder Approvals” and the first date on which both Stockholder Approvals are obtained, the “Stockholder Approvals Date”). If our stockholders do not approve both a Capital Event and the potential issuance of shares of our common stock upon exercise of the warrants for purposes of the Nasdaq Listing Rule, the warrants will not become exercisable. Each warrant has an exercise price of $ per whole share, and will be exercisable on the Stockholder Approvals Date for a term of five years from the Stockholder Approvals Date.
We are also offering pre-funded warrants to purchase up to 55,200,000 shares of common stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the offering in lieu of the shares of common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of common stock at an exercise price of $0.01 per share. Each pre-funded warrant is being issued together with the same warrants described above that are being issued with each share of common stock. The assumed public offering price for each such pre-funded warrant and accompanying warrants is $0.35, which is equal to the assumed public offering price for a share of common stock and accompanying warrants less the $0.01 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable immediately upon issuance, subject to certain limitations based on the holder’s beneficial ownership of our common stock, and may be exercised at any time until the pre-funded warrant is exercised in full. The pre-funded warrants and warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. For each pre-funded warrant and accompanying warrants we sell, the number of shares of common stock and the accompanying warrants we are offering will be decreased on a one-for-one basis.
We are also registering the shares of common stock issuable upon exercise of the pre-funded warrants and the warrants in this prospectus.
Our common stock is listed on The Nasdaq Capital Market under the symbol “CEMI.” On September 26, 2022, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.36 per share. The recent market price used throughout this prospectus may not be indicative of the final offering price. The final offering price will be determined through negotiation between us and the underwriter based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results and the general condition of the securities markets at the time of this offering. There is no established public trading market for the pre-funded warrants or the warrants, and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants or the warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and the warrants will be extremely limited.”
Beautiful chart, as good a chart set up as there is in the market imo, also today is 10 4 or understood day, acknowledged day, a Widely recognized point day.
Market is waiting for Boston Red Sox spring training in February as next catalyst, single point would also refer to Valentine’s Day as being when single people make their point, 2/10/23 is also next chart opportunity (6 month and 1 year consolidations complete). They need premarket news today to boost SP if they don’t want to wait till then imo.
14.28, 15.62 gap fills 5/14/20, 5/15/20
“Let your ideas and thoughts give you inspiration. All creativity comes from your imagination - you first imagine and then you create. - Catherine Pulsifer
Imagination Quotes”
“7:01a ET 10/4/2022 - Dow Jones
Press Release: Irwin Naturals Agrees to Add Idaho Clinic to Its National Chain of Psychedelic Mental-Health Clinics
Irwin Naturals Agrees to Add Idaho Clinic to Its National Chain of Psychedelic Mental-Health Clinics
Irwin Naturals Emergence announces acquisition agreement in Idaho, continuing national rollup of ketamine clinics
LOS ANGELES, Oct. 04, 2022 (GLOBE NEWSWIRE) -- Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) ("Irwin" or the "Company") has reached a binding agreement on September 30, 2022 to acquire Ketamine Infusions of Idaho, PLLC, which operates a clinic in Idaho Falls.
The clinic will join Irwin Naturals Emergence, a fast-growing national chain of psychedelic mental-health clinics, which already has deals to add a total of 11 clinics across six different states. This clinic will be the chain's first in Idaho.
Klee Irwin, CEO of Irwin Naturals said, "We are so impressed by the care and expertise that Christina Stubbs and her team provide, and we are truly excited to welcome this clinic into our rapidly expanding family. Additions like this are the way we'll realize our goal of putting Irwin Naturals Emergence at the forefront of psychedelic mental healthcare in this country."
Ketamine Infusions of Idaho was founded in 2020 by Christina Stubbs, who grew up in Southeast Idaho. She earned her bachelor's degree in nursing at the University of Utah, and her work at University Neuropsychiatric Institute in Salt Lake City made her passionate about mental health. In 2011, she received her master's degree in nurse anesthesia from the University of New England.
Christina Stubbs, CRNA, owner of Ketamine Infusions of Idaho, said, "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."
Irwin Naturals goes back to 1994 when it began providing best-in-class nutraceuticals. Today, Irwin Naturals products are stocked on the shelves of more than 100,000 storefronts in North America and its brand name is recognized in 80 percent of U.S. homes.(1)
Earlier this year, the Company announced its plan to build a national chain of psychedelic mental-healthcare clinics under the umbrella of Irwin Naturals Emergence, a wholly owned subsidiary of the Company. The Company began vetting the more than 600 independent ketamine clinics currently operating in the United States, seeking to identify clinics that were profitable and exhibited a standard of patient care consistent with the Irwin Naturals brand. When it identified clinics that met both criteria, the Company sought to add them to the chain.
Irwin Naturals Emergence has previously reached agreements which will or have added 11 clinics across six different states: Ohio, Vermont, Iowa, New Hampshire, two in Georgia and five in Florida.
Building a national chain will offer some efficiencies and the savings that come from economies of scale. The incorporation of Irwin Naturals best practices will also help drive down operating costs, a savings that can be passed on to customers by providing sliding-scale discounts and even pro bono treatment for those in need.
But the biggest value may come from the customer trust that Irwin Naturals has built up over the past 28 years. It will be an ambassador for this new approach to mental healthcare.
Klee Irwin, Irwin Naturals CEO, "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 it is safe, it is effective and it can provide relief to those in need."
Currently, ketamine is the only psychedelic available for use in the United States outside of clinical trials. However, MDMA and psilocybin may be authorized for therapeutic use in the future. The effectiveness of these treatments in clinical trials points to the possibility of further revolutionizing the field mental-health treatment.
Transaction terms
The transaction is back-end loaded, aligning the sellers' interest with the Company and its shareholders. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. Further detail will be provided upon closing.”
The difference in the effects of a granted patent on BEAT vs VS makes no sense. Lots of people play online games with prizing , they claim to be working with every major U.S. sport, isn’t that on par with BEAT’s patent for their product.
“5:52a ET 10/4/2022 - Benzinga
Cantor Fitzgerald Initiates Coverage On Irwin Naturals with Overweight Rating, Announces Price Target of $7
Cantor Fitzgerald analyst Pablo Zuanic initiates coverage on Irwin Naturals (OTC:IWINF) with a Overweight rating and announces Price Target of $7.
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.“
“9:31a ET 10/3/2022 - Benzinga
JX Luxventure Limited Signs Pet Food Agreement with A Leading Distributor In China For $20M Annual Sales Amount
HAIKOU, China, Oct. 3, 2022 /PRNewswire/ -- JX Luxventure Limited (NASDAQ:LLL) (the "Company"), a company delivering comprehensive products solutions to global high-net-worth families serviced by our business customers with business segments covering tourism, duty-free cross-border merchandise, eCommerce and B2B SAAS solutions, and menswear, announced today that on October 3, 2022, Flower Crown (China) Holding Group Co., Ltd. ("JXFC"), a wholly owned subsidiary of the Company, entered into and executed a Strategic Cooperation Framework Agreement (the "Agreement") with Hainan Hang Seng Zhongli Commercial Holding Co., Ltd. ("HS Zhongli"), a leading distributor of pet products in China, for the sale, marketing and distribution of JXFC's pet food products by HS Zhongli. The Agreement provides that the target annual sales amount of JXFC's pet food products is $20,000,000 and if HS Zhongli achieves this targeted annual sales amount, the Agreement will be automatically renewed for an additional year.
Ms. Sun "Ice" Lei, Chief Executive Officer of the Company commented: "The signing of this Agreement is significant for us as we enter into the 4th quarter of 2022 in a rapidly evolving macro environment. Following the execution of this Agreement, we have signed over US$160,000,000 contracts since March of 2022, which enables us to achieve strong revenue growth as a result of our business transformation. Pet food products continue to be in recession-resistant demand and this validates the management's decision to expand into the cross-border pet-food sector, as it provides robust growth and a healthy profit margin. This is the second year of the three-year turn-around strategy, and we are very pleased with the execution thus far. Our non-menswear business is on course to achieve profitability on an adjusted basis in 2022. Looking forward, we are confident we will deliver a brighter and more profitable 2023 result for our shareholders."
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
“8:30a ET 10/3/2022 - Globe Newswire
ToughBuilt Industries Inc. Launches a Comprehensive Line of Innovative Striking Tools
GlobeNewswireOctober 03, 2022
IRVINE, Calif., Oct. 03, 2022 (GLOBE NEWSWIRE) -- ToughBuilt Industries, Inc. ("ToughBuilt") (NASDAQ: TBLT; TBLTW), has announced today the launch of an all-new line of striking tools, including an innovative series of ShockStop(TM) hammers, marking their entry into the global tool-hammer market, which was valued at $3.5 billion. in 20211.
ToughBuilt's innovative ShockStop(TM) head design and enlarged face are forged to strike sure and save users from pain, with a reduced felt recoil that diminishes fatigue after repeated striking and a greater mass concentration at the head to maximize impact.
ToughBuilt Industries' CEO, Michael Panosian, commented, "We are entering the growing hand tool segment with leading solutions that provide valuable efficiencies and remarkable quality which we believe will create expanded opportunities to generate revenue." Panosian continued, "We are pleased with how ShockStop(TM) technology will help expand our brand awareness and capture additional market share."
1 GLOBAL TOOL HAMMER MARKET RESEARCH REPORT 2022 (STATUS AND OUTLOOK), via MarketWatch.com
ABOUT TOUGHBUILT INDUSTRIES, INC:
ToughBuilt is an advanced product design, manufacturer and distributor with emphasis on innovative products. Currently, we are focused on tools and other accessories for the professional and do-it-yourself construction industries. We market and distribute various home improvement and construction product lines for both the do-it-yourself and professional markets under the TOUGHBUILT brand name, within the global multibillion dollar per year tool market industry. All of our products are designed by our in-house design team. Since launching product sales in 2013, we have experienced significant annual sales growth. Our current product line includes three major categories, with several additional categories in various stages of development, consisting of Soft Goods & Kneepads and Sawhorses & Work Products. Our mission is to provide products to the building and home improvement communities that are innovative, of superior quality derived in part from enlightened creativity for our end users while enhancing performance, improving well-being and building high brand loyalty. Additional information about the Company is available at: https://www.toughbuilt.com/ “
Demand high in Florida for these items
“8:05a ET 10/3/2022 - Globe Newswire
Spero Therapeutics to Host Virtual R&D Event on Non-Tuberculous Mycobacterial Pulmonary Disease and the SPR720 Program
GlobeNewswireOctober 03, 2022
Event is taking place on Thursday, October 6th at 11:30 a.m. ET
Event will feature a presentation by key opinion leader, Kevin L. Winthrop, MD, MPH (Division of Infectious Disease, OHSU Medical School)
CAMBRIDGE, Mass., Oct. 03, 2022 (GLOBE NEWSWIRE) -- Spero Therapeutics, Inc. (Nasdaq: SPRO), a multi-asset clinical-stage biopharmaceutical company, focused on identifying, developing and commercializing treatments in high unmet need areas involving rare diseases and multi-drug resistant (MDR) bacterial infections, today announced that it will host a virtual R&D event on Thursday, October 6, 2022, at 11:30 a.m. Eastern Time.
The virtual event will feature a presentation by key opinion leader, Kevin L. Winthrop, MD, MPH, from the Division of Infectious Disease, OHSU Medical School. During his presentation, Dr. Winthrop will discuss the etiology, unmet medical need, and treatment landscape of non-tuberculous mycobacteria (NTM) pulmonary disease. Members of the Spero management team will provide an overview of the development program for SPR720, a potential novel first line oral therapy for NTM infections.
A live Q&A session will follow the formal presentations. To register for the event, please click here.
Dr. Winthrop Biography:
Kevin L. Winthrop, MD, MPH, Professor of Public Health, Infectious Diseases, and Ophthalmology at Oregon Health and Science University, is a former staff infectious disease epidemiologist from the U.S. Centers for Disease Control and Prevention's Division of Tuberculosis Elimination. He has co-authored over 300 publications, many detailing the epidemiologic and clinical aspects of nontuberculous mycobacterial diseases, tuberculosis, and other infections associated with rheumatic diseases and biologic immunosuppressive therapies. Clinically, he provides regional consultations for mycobacterial diseases and other chronic chest infections and serves as the medical consultant to the Oregon Public Health Division's TB control program. His Center for Infectious Disease Studies has served as the lead institution and coordinating center for multiple cohort studies and clinical trials. He has served as a primary or senior investigator in many of these clinical and epidemiologic studies, and frequently collaborates with the Pulmonary Department on studies related to bronchiectasis. He founded the NTM Research Consortium and associated Clinical Trials Network which facilitate collaborative, multi-site grants and clinical trials among patients with NTM. He is a member of the graduate faculty at OHSU where he mentors public health students, medical students, and physicians in post-graduate training.”
“The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2022
PROSPECTUS
LION GROUP HOLDING LTD.
12,288,980 AMERICAN DEPOSITARY SHARES REPRESENTING
CLASS A ORDINARY SHARES
This prospectus relates to the partial resale from time to time of up to an aggregate of 12,288,980 Class A Ordinary Shares, represented by American Depositary Shares (“ADS”) (par value $0.0001 per share, of Lion Group Holding Ltd. (“Lion,” the “Company,” “we,” “our,” or “us”), including (i) 4,744,490 ADSs issuable upon exercise of a one-year warrant (the “Series E Warrant”) to purchase ADSs, (ii) 2,800,000 ADSs issuable upon exercise of a five-year warrant (the “Series D Warrant”) to purchase ADSs, and (iii) 4,744,490 ADSs issuable upon exercise of a five-year warrant (the “Series F Warrant”) to purchase ADSs (collectively, referred to as the “2021 Registrable Warrants”). The 2021 February Warrants were issued to ATW Opportunities Master Fund, L.P. (the “selling shareholder”) in connection with a private placement, completed on February 18, 2021 (the “February Private Placement”). We are registering for a partial resale the ADSs issuable upon exercise of the 2021 Registrable Warrants pursuant to the securities purchase agreement (the “Securities Purchase Agreement”) that we entered into with the selling shareholder as of February 15, 2021.
The Series E Warrant has a one-year term and is immediately exercisable at an exercise price of $3.00 per ADS, each exercise of which entitles the Series E Warrant holder to receive one ADS and a 8% cash discount. The Series D Warrant is exercisable until on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the closing date of the February Private Placement at an exercise price of $3.00 per ADS. The Series F Warrant has a five-year term and is immediately exercisable at an exercise price of $3.00 per ADS, but the exercisability of which shall vest ratably from time to time in proportion to the exercise of the Series E Warrants by the holder of the Series E Warrant. The 2021 February Warrants include an adjustment provision in the event of a Share Combination Event (as defined below) that reduces to exercise price of such warrants to the Market Price on the sixteenth (16th) trading day following the Share Combination Event. Additionally, if we issue ordinary shares or ordinary share equivalents for an effective price less than $3.00, subject to adjustment, then the exercise price shall be adjusted to such lower price and the number of ADSs issuable upon exercise of the 2021 February Warrants shall be adjusted proportionally to maintain the aggregate exercise price of the 2021 February Warrants. According to the Securities Purchase Agreement dated December 13, 2021, between the Company and the selling shareholder, the selling shareholder agreed to waive such the “full ratchet” anti-dilution provision in the Series A Convertible Preferred Stock and the Series D, Series E, and Series F American Depositary Shares Purchase Warrants issued on February 18, 2021, which would reduce the respective conversion price or exercise prices to the effective price at which any future securities are sold and both parties agreed to set the exercise prices as follows: (i) the exercise price of the Series D Warrants is adjusted to $2.50; (ii) the exercise price of the Series E Warrants is adjusted to $2.00; and (iii) the exercise price of the Series F Warrants is adjusted to $2.50.
The selling shareholder may offer, sell or distribute all or a portion of the securities registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices. The selling shareholder may retain underwriters, dealers or agents from time to time. See “Plan of Distribution” for more information about how the selling shareholder may sell the ADSs being registered pursuant to this prospectus.
As of the date of this prospectus, our ADSs and our 2019 Warrants are listed on the NASDAQ under the symbols “LGHL” and “LGHLW”, respectively. On May 11, 2022, the closing trading prices of our ADSs and our 2019 Warrants were $0.94 and $0.09, respectively.
The offering price of the ADS will be determined between the selling shareholder and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price used throughout this prospectus may not be indicative of the actual public offering price for our ADSs and the warrants.
Our ADSs each represent one of our Class A Ordinary Shares. Our ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to twenty five votes per share based on our dual-class share structure. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any transfer of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B Ordinary Shares shall be automatically and immediately converted into the equal number of Class A Ordinary Shares. See “Description of Share Capital.”
Lion Group Holding Ltd is incorporated in Cayman Islands. As a holding company, we may rely on dividends and other distributions on equity paid by our subsidiaries in Hong Kong and the Cayman Islands for our cash and financing requirements. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. We did not pay any dividends to our shareholders for the year ended December 31, 2021. On December 5, 2019 and December 31, 2019, we declared dividends of US$2.6 million and US$2.4 million, respectively, to the then sole shareholder, which were utilized to reduce the amount due from shareholder by US$4.6 million to nil, resulting in dividends payable of US$0.4 million included in the consolidated balance sheet as of December 31, 2019. In 2020, dividends paid to the individual shareholder were US$386,000. For the fiscal year ended December 31, 2021, we did not pay any dividends to our shareholders. Our subsidiaries received an aggregate transfer of $2,150,000 and $28,302,204 for the period from June 16, 2020 to December 31, 2020 and for the year ended December 31, 2021, respectively, from the Company to fund their business operations. Our Company received an aggregate transfer of nil and $4,835,117 for the period from June 16, 2020 to December 31, 2020 and for the year ended December 31, 2021, respectively, from its subsidiaries. In the future, any cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our subsidiaries via capital contribution or shareholder loans, as the case may be. For a detailed description of the transfers from the Company to its subsidiaries and from its subsidiaries to the Company, see “Transfers of Cash to and from Our Subsidiaries” in the Summary of the Prospectus section and condensed consolidated schedule and consolidated financial statements starting from page F-1 of this prospectus. As a holding company with no material operations of our own, we conduct our substantial operations through our subsidiaries in Hong Kong and the Cayman Islands and our apps are available to download in the app stores of China and most of our users are PRC citizens, which may subject us to certain laws and regulations in China. As such, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time. Such governmental actions:
• could result in a material change in our operations;
• could hinder our ability to continue to offer securities to investors; and
• may cause the value of our ADSs to significantly decline or be worthless.
Currently, we are not aware there are any material restrictions on foreign exchange, the ability to transfer cash between our entities, or the ability to distribute earnings to investors outside of China. Further, we are aware that recently, the Chinese government recently initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using entity variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on the Company’s business operations in China, the ability to accept foreign investments and list on an U.S. or other foreign exchange. Any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. For a detailed description of the risks related to doing business in the PRC, and the offering, see “Risks Related to Doing Business in Jurisdictions We Operate” and “Risks Related to our ADSs, our Securities and this Offering” in the Risk Factors section.
On December 16, 2021, the United States Public Company Accounting Oversight Board, or PCAOB, issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. Our auditor, UHY LLP, headquartered in New York, NY, is an independent registered public accounting firm with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with.
Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” section beginning on page 19 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities and in the documents incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September [•], 2022.”
https://www.otcmarkets.com/filing/html?id=16104988&guid=0bX-kFFsGW66jch
Cash flow 2021 was negative 20 million
October 25 chart opportunity imo
“6:27a ET 10/3/2022 - Dow Jones
Irwin Naturals Initiated at Buy by HC Wainwright & Co.
Ratings actions from Benzinga: https://www.benzinga.com/stock/IWINF/ratings
2022-10-03 10:27:00 GMT DJ Irwin Naturals Price Target Announced at $5.00/Share by HC Wainwright & Co.
Ratings actions from Benzinga: https://www.benzinga.com/stock/IWINF/ratings
(END) Dow Jones Newswires
October 03, 2022 06:27 ET (10:27 GMT)“
Idea to Run up for seemingly no reason SP all the way up? Gain attention ahead of business launch?
“9:06a ET 7/20/2022 - Benzinga
Cepton Partners With Fabrinet To Deliver Flagship Automotive Lidar Program
SAN JOSE, Calif.--(BUSINESS WIRE)-- Cepton, Inc. ('Cepton' or the 'Company') (NASDAQ:CPTN), a Silicon Valley innovator and leader in high-performance MMT® lidar solutions, today announced that it has selected Fabrinet (NYSE:FN), a leading provider of advanced precision optical and electronic manufacturing services, for the production of its Vista®-X90 lidar, which will be deployed in the industry's largest ADAS lidar series production program.
© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.”
“4:05p ET 8/30/2022 - BusinessWire
Cepton, Inc. Announces New Investment Intent for Up To $100 Million from Koito Manufacturing
Cepton, Inc. ("Cepton") (Nasdaq: CPTN), a Silicon Valley innovator and leader in high-performance lidar solutions, today announced that it has received a non-binding Letter of Intent dated August 29, 2022 ("LOI") for an investment of up to $100 million from its long-term automotive Tier 1 partner and current shareholder, Koito Manufacturing Co., Ltd. ("Koito") (TSE: 7276). The proceeds from the proposed investment from Koito, in the form of convertible non-voting preferred stock, would fund Cepton's next stage of growth as it scales its lidar solutions for mass deployment.
Cepton and Koito's long history of collaboration started in 2017 and resulted in the industry's largest known ADAS lidar series production award. This investment would mark Koito's third investment in Cepton since 2020, and is a testament to the success of the collaborations over the past 4 years and a strong commitment by both companies to expanding mass market lidar deployments.
"I am extremely grateful for Koito's ongoing support as a key strategic investor and technology and manufacturing partner, and am excited to have the opportunity to explore Koito's proposed investment. From receiving our ADAS series production design win to becoming a publicly traded company, Koito has been with us throughout our journey, and I look forward to achieving many more milestones together in the years to come," said Dr. Jun Pei, Cepton's Co-Founder and CEO.
"We are delighted to continue our support of Cepton for the long-term success of both Cepton and Koito as we jointly prepare for the mass deployment of lidar solutions. Cepton has been a valued partner of Koito, as represented by our previous capital investments, and we expect our latest proposed investment to help strengthen Cepton's financial position and solidify Koito's commitment in lidar as a crucial component in both automotive and non-automotive applications," said Mr. Michiaki Kato, Koito's President.
Consummation of any such investment would be subject to, among other things, negotiation of key transaction terms, entry into definitive agreements, the approval of Cepton's shareholders and satisfaction of applicable closing conditions.
For more information, please refer to Amendment No. 1 to Koito's Schedule 13D, which was filed by Koito with the United States Securities and Exchange Commission on August 30, 2022.”
Great chance here charts ready low float
Cannibis sector set to reverse this month, watching for lower bollinger band reversals and gap fills early this week, .03 for CVSI then start fresh with no gaps next day with news as the opportunity imo
Watching lower bollinger band for close below and reversal near 7.72 by 10/12 imo
2.41 intraday gap fill by Thursday imo charts look good after that, legalization passed committee
“6:42p ET 10/2/2022 - Editor's Picks
OPEC+ to Weigh Production Cut to Bolster Oil Prices“
Need domestic production asap, if there is any oil on these properties big companies need to partner with MDMP imo because new leases aren’t being allowed
Is the forward P/E multiple 10?
Need something pre market tomorrow imo, one month downturn ends tomorrow so maybe a short term increase could occur with news, they had a chance at a higher SP back when I was posting here more often and they chose silence at that time for whatever reason
Can run on major volume, they are working with airlines, revenue and a low float
October drilling season is here, cool weather months, pump that oil let’s make some money here
What’s the big idea
Many people get engaged to be married on New Year’s Eve/Day, or similarly they make a commitment to themselves to start fresh with new resolutions for the year, that seems to be the peak time of year for this stock, with buyers taking positions November 1 for the run to January 1, as well as just before Valentine’s day for wedding proposals. .07 is the gap, maybe another month we’ll see if it plays out the same every year.