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2008 Top 25 PIPE Investors
(ranked by # of deals)
Company Invested $(m) Avg. $(m) Deals
1 Downsview Capital, Inc. $20.31 $1.07 19
2 Enable Capital Management, LLC $31.50 $1.97 16
3 UBS AG $49.07 $3.77 14
3 Hudson Bay Capital Management LP $48.02 $3.43 14
5 Iroquois Capital L.P. $25.25 $1.94 13
5 Whalehaven Fund Ltd. $4.47 $0.41 13
7 Wellington Management Company, LLP $489.20 $44.47 12
7 Highbridge Capital Management, LLC $182.65 $16.60 12
9 Ramius Capital Group, LLC $131.23 $11.93 11
9 Yorkville Advisors, LLC $43.28 $3.93 11
9 Chestnut Ridge Capital $2.82 $0.26 11
12 Guerrilla Capital Management $13.94 $1.55 10
12 Atoll Asset Management, LLC $9.27 $1.03 10
12 LH Financial Services Corp. $5.04 $0.50 10
15 Whitebox Advisors, Inc. $59.54 $7.44 9
15 Victus Capital, LLC $35.00 $3.89 9
15 Crestview Capital Funds $5.09 $0.57 9
18 Ardsley Partners $30.84 $3.85 8
18 Professional Traders Management, LLC $16.15 $2.31 8
18 Octagon Capital Partners $0.70 $0.09 8
21 T. Rowe Price Group, Inc. $482.78 $80.46 7
21 Credit Suisse Group $416.62 $69.44 7
21 Deerfield Management Company $346.00 $57.67 7
21 Heights Capital Management, Inc. $124.06 $17.72 7
21 Quercus Trust $90.41 $12.92 7
Ken G. mentioned support a couple of times recently ...
... and you can look at that 5-minute chart and see where we dropped down to .0063 late Monday and bounced back up ... and today we dropped to .0067 , virtually the same price point , and bounced back up.
It would be great if NEOM establishes support at that level and then has a chance to build from there based on some news. What news , who knows , but we could really use some before too long.
JMO
jonesie
It's amazing how various patterns repeat , isn't it?
'3rd day in play take your pay' seems to have kicked in for the moment.
As vines just said , one bit of campaign/revenues/partner/etc news would sure help reverse the inevitable.
jonesie
The only 'uncomfortability factor' ...
... I saw regarding the $4.5MM debt to 12Snap had to do with:
- Is any necessary settling of that debt going to have to come out of our seemingly shrinking 'allowance' from Daddy Yorkville?
(In fact , that's not really an uncomfortability thing , it's simply a fact which would be interesting to know as we shareholders here assess what NEOM may or may not be able to do with our finite currently available funding.)
- An often stated misconception about that same $4.5MM indebtedness having been whittled down via 'monthly payments' since last year sometime.
(Again, nothing uncomfortable about that, B.E. and I were merely relying on SEC filings to set the record straight and the clarification was noted.)
I didn't really see any 'fear factor or apprehension' , but I have seen a continued and perhaps even growing desire by many shareholders to deal more with the actual facts as stated in various SEC filings.
It would certainly be interesting to hear what Dr. Michael Birkel with 12Snap might have to say on the issue but unless he goes on record publicly with statements regarding forbearance or forgiveness of any debts to his company ... personally I would rather hear what NEOM management might have to say on the subject in a conference call than to get a third hand verbal accounting of any purported comments.
Moreover , since we've often seen that what gets said in those Safe Harbor-protected CC's absolutely does NOT ever have to be borne out factually ... I and many others would much prefer to simply see the facts of the matter in SEC filings.
JMO
jonesie
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"
Drmyke3 , re: PPS slope
Here's what NEOM needs to do today to maintain the current "slope of price increases" ....
That is a nice article by Bena.
NeoReader won the face-off!
Thanks for posting.
jonesie
I'm not sure drmyke, perhaps someone else?
We fell from .01 to .002 , and from .03 to .002 for that matter , during a period of virtually no PRs and seemingly little progress on the part of NeoMedia.
NeoMedia 'launched' another reader.
NeoMedia exhibited at trade shows and spoke about the technology/market in general , and participated in industry meetings.
NeoMedia borrowed more money from Yorkville.
What has factually changed since .002:
The April '08 DSMediaLabs iPhone-compatibility-tweaking of NeoReader made its way into the iTunes Apps Store in July '08.
NeoMedia will continue to be funded by Yorkville based on achieving certain objectives , albeit at a possibly shrinking monthly rate.
While those two items together obviously fueled renewed interest in the stock of NeoMedia and caused a 3-day run from the lows to a penny .... IMO it is difficult to foretell whether or not NEOM will hold a PPS of .01 .... much less continue up a price-increase slope until we see campaigns , revenues , patent-related wins , etc.
Meanwhile , it sure is nice to see that rise , makes the dollars in that part of my port. look more like actual money LOL.
JMO
jonesie
No , what I am saying is ...
... as far as we know Neomedia has NOT been making payments on the $4.5MM as has been stated twice on this board.
Plus I was supplying some numbers to someone who wasn't sure how Chip's severance package was structured.
jonesie
p.s. Since you bring it up ... is $6MM really paltry for a company which had total revenues of $264,000 in 1Q08?
http://www.sec.gov/Archives/edgar/data/1022701/000114420408029387/v114084_10q.htm
I think what they were addressing in that CC ...
... last year sometime, were payments to certain of the 12Snap shareholders.
However , the basic debt of $4.5MM was intact and outstanding as of 3/31/08 and no payments had been made on that debt.
"On March 19, 2007, we issued 197,620,948 shares of common stock to the former 12Snap shareholders as partial payment against the purchase price protection clause of the original sale and purchase agreement between the former 12Snap shareholders and us. The shares were valued at $0.045 per share, which was the fair value at the time of issuance"
"On March 19, 2007, we issued 197,620,948 shares valued at $9.4 million as partial settlement of the $16.2 million obligation, leaving a balance of $6.8 million after the stock payment. Also during 2007, we made payments of $0.5 million and negotiated a reduction of $1.76 million in the obligation, leaving a balance as of March 31, 2008 of $4.5 million in purchase price guarantees, the entire balance of which is currently due and payable"
http://www.sec.gov/Archives/edgar/data/1022701/000114420408029387/v114084_10q.htm
Perhaps we'll see a change in that amount in the 2Q08 10-Q , but if they really said in the CC last year that they were making payments on it , they said wrong.
Regarding Chip's severance payout:
"Settlement and Release Agreement (Hoffman)
On June 3, 2008, in connection with the resignation of Mr. William Hoffman which was effective on May 22, 2008, the Company and Mr. Hoffman consummated a Settlement Agreement and Release (the “Agreement”) whereby the parties agreed to terminate Mr. Hoffman’s June 18, 2007 Employment Agreement, effective May 29, 2008. Pursuant to the Hoffman Agreement, the Company agreed to pay to Mr. Hoffman a severance payment equal to One Hundred Eighty-Seven Thousand Five-Hundred Dollars ($187,500), of which Ninety-Three Thousand Seven Hundred Fifty Dollars ($93,750) has already been paid and the remainder shall be paid to the Executive in four (4) equal monthly installments of Twenty-Three Thousand Four Hundred Thirty-Seven Dollars and Fifty Cents ($23,437.50) commencing on November 1, 2008 in accordance with the Company's customary payroll practices.
Additionally, pursuant to the terms of the Hoffman Agreement, Mr. Hoffman is entitled to continue to participate in or receive health, welfare, life insurance, long-term disability insurance and similar benefits as the Company provides generally from time to time to its senior executives, and to its employees, generally, through and until the earlier of (a) the last day of the month in which the final installment payment is paid (the "Expiration Date") and (b) such date that Mr. Hoffman obtains employment and becomes eligible for benefits of such employer. Mr. Hoffman was also granted an option to purchase Ten Million (10,000,000) shares of the Company’s common stock, par value $0.01 per share, at $0.01 per share. All of such options have vested and are exercisable through the Expiration Date. A copy of the Hoffman Agreement is attached hereto as Exhibit 10.5 and a copy of Mr. Hoffman’s Resignation Letter is attached hereto as Exhibit 10.6."
And we still have Frank Pazera's (smaller) severance package. It should be smaller IMO .. the Tatum/Pazera Consortium made out like bandits , we got absolutely NOTHING from that high-priced "horsepower" which cost us $33,000/month for a while. NOTHING.
"Settlement and Release Agreement (Pazera)
On June 2, 2008, the Company and Frank J. Pazera entered into a Settlement Agreement and Release (the “Pazera Agreement”) whereby the parties agreed to terminate Mr. Pazera’s January 1, 2008 Employment Agreement, effective June 2, 2008. Pursuant to the Pazera Agreement, the Company agreed to pay to Mr. Pazera a severance payment equal to Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($66,667), which such payment shall be made to Mr. Pazera in eight (8) equal semi-monthly installments of Eight-Thousand Three-Hundred Thirty-Three Dollars and Thirty-Eight Cents ($8,333.38) commencing on June 15, 2008 (the “Commencement Date”) in accordance with the Company's customary payroll practices.
Additionally, pursuant to the terms of the Pazera Agreement, Mr. Pazera is entitled to continue to participate in or receive medical, life, and disability insurance as the Company provides generally from time to time to its senior executives, and to its employees, generally, through and until the until the earlier of (a) the last day of the month in which the final installment payment is paid in accordance with Section 3 herein above (the “Expiration Date”) and (b) such date that the Executive obtains employment and becomes eligible for benefits of such employer. Furthermore, the Company shall pay to Mr. Pazera Ten Thousand Dollars ($10,000) within five (5) days of the Commencement Date, which such payment represents fifty percent (50%) of Mr. Pazera’s first quarter 2008 bonus under his now terminated Employment Agreement. A copy of the Pazera Agreement is attached hereto as Exhibit 10.7."
http://www.sec.gov/Archives/edgar/data/1022701/000114420408033823/v116684_8k.htm
jonesie
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"
Check this out ....
... very consistent uptrend in the 5-day 5-minute chart.
Occasional pullbacks , followed by continue up , obviously.
Amazing what a line it's following. Or has followed.
Keep it up!
(gotta go)
jonesie
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"
Very nice close.
Much closer to the HOD than the LOD , and on heavier volume than yesterday.
jonesie
Previous trading immediately above/below/at $0.01
That's probably why it's not publicly available ...
... and it makes sense. That would have WAY too much info in it as you say.
I suppose they had to at least reference it in the filing since adhering to it is one of YAGI's requirements.
jonesie
I like that phrase too lol
"nothing prohibits the BOD from trying to do it anyway"
As long as YAGI agrees. As I'm sure you know , there is other verbiage in these and other filings which says NEOM can't do a lot of things , including effecting a R/S , unless YAGI approves it.
I meant to yell "Stop trading!" at 3 pm, I think we were still at .01 then.
So far ... (please don't let me jinx this) we haven't seen a real strong PPS-dropping sell-off here on the '3rd day in play'.
The resistance at .01 sure is heavy though , which I suppose was to be expected due to all of the buying at .01 which went on for a long time and a lot of shares back last December and this Jan , Feb and even into March. Back then .01 alternated between being support and then resistance.
C'mon Iain , give us another shot! It sure would be nice to turn .01 into support instead of resistance!
JMO
jonesie
Roadog indeed it does mean that ...
... which is why I bolded it to make sure everyone saw it.
"Does that mean that the reverse split could be dropped by YA is they see fit?"
YA can enforce or waive any of those provisions as they see fit.
jonesie
It might.
And Yorkville can pretty much win any vote. With the shares they have rights to , they are the majority shareholder all by themselves.
Also , I have seen verbiage in previous filings which said NEOM management was required to vote in Yorkville's favor on an item which was put up for a proxy vote. That might not mean too much right now because I don't know how many shares current management has to vote with , but regardless , it is all stacked to go YAGI's way.
FWIW
jonesie
yep, they are all 'good things' ...
... even the R/S I suppose , as long as revenues have come first.
Otherwise , IMO , a R/S does nothing other than help YAGI.
In fact , if NeoMedia accomplishes all of those items , and still doesn't have revenues , what would we need a reverse split for except to help YAGI? Without a history of revenues of a certain magnitude , even a significant R/S won't get us on a better exchange , at least I don't think so.
jonesie
I still can't find Exhibit D ....
.... the "Budget"
Is that an item which might not be made public , or did they leave it out inadvertently?
"The Company will use the proceeds from the sale of the Convertible Debentures in accordance with the terms of the budget attached hereto as Exhibit D (the "Budget") and shall not deviate from any line item of the Budget by more than ten percent without the written consent of the Buyer. The Company represents that the proceeds of the sale of the Convertible Debentures will provide sufficient capital for the Company to cover its cash burn rate and fully fund its current business plan until at least September 30, 2009. Within 90 days of the date hereof the Company and the Buyer shall work towards preparing an agreed upon reduced Budget that will fully fund the Company through December 31, 2009."
http://www.sec.gov/Archives/edgar/data/1022701/000114420408043681/v121767_ex10-1.htm
A reverse split isn't a rumor
Here are the terms which NeoMedia must comply with in order to receive the second and third tranches related to the financing announced/PRd/SEC-filed yesterday:
http://www.sec.gov/Archives/edgar/data/1022701/000114420408043681/v121767_ex10-1.htm
http://www.sec.gov/Archives/edgar/data/1022701/000114420408043681/v121767_8k.htm
I've trimmed this up a little bit for clarity , and bolded a couple of items of interest , but all of the requirements are worth noting IMO.
(In order to receive the second tranche , $2,325,000)
The Company shall have satisfied each of the following conditions:
(1) The Company shall have completed upgrades to its NeoReader mobile phone technology to enable compatibility with multiple mobile platforms (including Java, Windows Mobile and Symbian) in compliance with Original Equipment Manufacturer standards, and with multiple barcode symbologies (including Data Matrix, Astec, QR Code and various 1D symbologies) in each case in compliance with Association for Automatic Identification and Mobility (AIM), and/or industry standards;
(2) The Company shall have completed the development of the Neosphere base product and Application Programming Interface specifications for third party tool integration.
(3) The Company shall have begun a marketing program aimed to publicize the Company and its products and services in the marketplace and provided the Buyer with a report documenting its strategy and business model relating to its intellectual property licensing.
(4) The Company shall have appointed one additional member to its Board of Directors to the reasonable satisfaction of the Buyer.
(vi) The Company shall have provided the Deposit Account Agreements as set forth in the Security Documents and shall have granted, and caused Gavitec AG to grant, to the Buyer a perfected security interest in all of its assets and all of the assets of Gavitec AG (including intellectual property), to the extent legally possible.
(In order to receive the third tranche , $4,000,000)
(vii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied.
(c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
(v) The Company shall have satisfied all the conditions to the First and Second Closing.
(vi) The Company shall have satisfied each of the following conditions:
(1) The Company shall have initiated a reverse stock split to the reasonable satisfaction of the Buyer.
(2) The Company shall have successfully completed a product trial relating to its NeoReader product with a Tier I Telecommunications Company.
(3) The Company shall have completed the design, development, and manufacture of next generation scanning hardware and created two new next generation scanners, in each case to the reasonable satisfaction of the Buyer.
(4) The Company shall provide a revised Budget in accordance with Section 4(d).
(5) The Company shall have appointed a second additional member to its Board of Directors to the reasonable satisfaction of the Buyer.
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"
Could TS be front-running again? lol
Buying before putting a buy rec on NEOM again?
Maybe , but probably not. Since his reasons for putting the sell rec on haven't been addressed (stop the dilution, get revenues) ... he'd have a hard time rationalizing saying 'Buy'.
JMO
jonesie
We're here!
NEOM all over the boards.
http://investorshub.advfn.com/boards/msgsearch.asp?txt2find=neom
Man oh man , that would be awesome lol
Only one zero after the decimal point , make it so!!!!
drmyke , probably depends on how one quantifies ...
... 'that old move'.
Tobin started pumping when NEOM was around .06 and it briefly went to .7x .... I think TS had predicted a 10-bagger from the get-go , and most everybody who wanted to could have gotten out at .60 or even better.
So , if we repeated a 10-bagger , pick your starting point (.002? .004?) and we would get to .02 or .04 ... and once the R/S is done and a post-split equivalent of today's 5B Authorized perhaps becomes 'Outstanding' , NEOM would have a market cap of $100-$200 Million.
If we literally repeated that old move in absolute dollar terms and made it just to .60 again .... post-reverse-split we'd have a market cap of $3,000,000,000.
I know which one I'd like :)
But I'd settle for the .02-.04 if that's all there is and if YAGI let's us stay around to even get that lol.
JMO
jonesie
Thanks YJ
"Conclusions" on Pg. 23 of OMA's White Paper is a good read.
jonesie
This should be read by all:
http://ihwiki.stocksite.com/index.php?title=Handbook#Deletion_of_Posts
Please follow the IHUB TOU.
If you think someone else's post has violated the IHUB TOU you are free to use the 'Report TOS Violation' button which will put your report into a queue which is continuously reviewed by IHUB Admin. They will then make a determination regarding the validity of your report and act accordingly.
Thank you all in advance for your assistance in keeping this board free of attacks on other posters and Off Topic discussion of the deletion of posts.
Regards,
jonesie
clawmann , thanks.
That was before my 'time' here , so it's very interesting history.
I have searched many NEOM filings for 'no shorting' provisions and as best as I can recall it's been a 'hit or miss' proposition.
Very interesting that "NASDAQ officials asked the question about whether there was a "no-shorting" provision in the agreement with Cornell." One might assume (I know, I know lol) that NASDAQ is very much aware of shorting by financiers which can go on in death spiral deals like this.
Loan money when a company's PPS is .10
Short the company's stock.
Cover your short and book your profits by converting financial instruments which are discounted to a 10- or 20-Day VWAP.
Win whether the company 'wins' or not.
Or something like that ;)
JMO -jonesie
alwayswright , some additional info
"Do these warrants come from the total number of outstanding shares or are they somehow addtional and represent some additional dilution?"
Conversion of warrants requires issuance of additional shares and thus does represent some additional dilution.
"When a company issues warrants, is this somehow a statement that they believe the share price is going to exceed the pps of the warrant?"
Not necessarily. There have been many previous warrants included in financings with Yorkville and typically they have had prices higher than the PPS at the time of the financing.
However , often in subsequent financings , NEOM has had to reduce the prices of those prior warrants as an inducement for Yorkville to loan fresh money.
"In the case of a R/S, do the warrants get split also?"
As YJ said , yes , nearly 'everything' gets split-adjusted.
One item which does not 'have' to be split-adjusted is the Authorized Share count. Many companies , including other clients of Yorkville , have done a R/S which effectively lowered the outstanding share count and lowered the Fully Diluted number , but the Authorized Share count was left intact. This gives the owner of various convertible instruments a lot of new 'headroom' for converting warrants , Preferred Shares , etc without exceeding the Authorized limit.
For example , back on 3/31/08 NEOM's Fully Diluted share count was around 9.6 BILLION although the Authorized is only 5 Billion.
Obviously in this situation Yorkville can't convert all of their financial instruments into shares , nor even exercise the voting privileges accruing to all of those shares , since the Authorized doesn't allow it.
(That 9.6 Billion was at a PPS of .008 and with approx. 1 Billion shares outstanding , so let's just assume that at yesterday's closing PPS of .007x the Fully Diluted would be a similar number. Hey , with the PPS going up recently the situation certainly got better than a theoretical Fully Diluted number in excess of 20 Billion shares we had at a PPS of .002)
The balance of roughly 8.6 Billion shares in that Fully Diluted number represented the shares Yorkville could convert all of their Preferred Shares , warrants and convertible debentures into. (That doesn't include the additional shares Yorkville now has rights to , due to financings which have taken place since 3/31 , including this most recent one.
If NEOM effects a 10:1 R/S at a time when the PPS is in the neighborhood of .008 , that Fully Diluted number drops to something close to 1 Billion. Leaving the Authorized Share count at 5 Billion provides plenty of 'headroom' for further dilution from either future financings or a drop in the share price.
I and others have long speculated that:
-- since Yorkville is in the driver's seat and
-- Yorkville would in fact like to have every share that it is owed to be within the Authorized Share count
that we would eventually see a Reverse Split.
This latest filing simply confirms that , as it has now become a contract item ... in spite of statements by previous execs and/or BOD members that a R/S was not in the cards.
One additional comment ... in YJ's reply to you he said "The company also receives cash if and when warrants are exercised."
Well yeah , they can in fact receive cash , except that there have been default clauses in these financings which say if NEOM is in default of various contract provisions warrants can be exercised in a "cashless exercise" in which NEOM would receive no money.
So it's entirely possible for Yorkville to get 100's of millions of shares for free depending on the surrounding circumstances.
Just FWIW and FYI
jonesie
I would think that "affiliates" ...
.... means all affiliates , USA-based or offshore.
I don't think we have always seen the 'non-shorting' provision in filings so I suppose it's better for us that it is included in this one. Also this should mean 'no shorting' for quite a while ... "as long as any Convertible Debentures shall remain outstanding".
JMO
jonesie
That's certainly how it has been working ....
.... I can't imagine it changing.
NEOM receives $$ , immediately owes more money than they receive (approx. 10% more , because of the fees) , then starts paying 14% interest , and eventually we 'pay' in terms of the additional dilution.
It is what it is and hopefully it will keep NEOM going , well , not just 'going' but hopefully going and "growing" , until they can make something good happen.
It's going to take some serious efficiencies to grow on a shrinking burn rate.
jonesie
Hmmmmm.
Since NEOM is on the hook for the entire amount but we only get that 'entire amount' less the fees which have been subtracted and YA keeps .... it would seem that this is what they're charging ... well ... US.
We/NEOM have to pay that back somehow , either in cash (plus a 10% premium) or by "us" buying a whole boatload more shares from Yorkville.
What does anyone think about the below?
"Within 90 days of the date hereof the Company and the Buyer shall work towards preparing an agreed upon reduced Budget that will fully fund the Company through December 31, 2009."
So, NEOM is going to get from Yorkville $8,650,000 minus the $750,000 in fees , leaving $7,900,000.
And YA wants NEOM to figure out how to make that last from basically 'now' until the end of 2009 , or 17 months.
Call it 16 months by assuming NEOM had enough money in the bank to get through August before this loan , but who knows.
So , that's $493,750 per month to run the whole show , pay YA whatever we're supposed to pay YA , pay all salaries (for how many people?) , pay the lease , utilities , benefits , everything ... and grow the business. Shoot , Iain gets 10% of that.
What has our burn rate been?
Is this $494K/mo higher or lower than our burn rate has been? Sounds lower. Personalizit posted after the 1Q08 10-Q came out and said "Our burn rate is 565,000 per month".
I hope it's enough to "accelerate implementation of NeoMedia's aggressive go-to-market plans" per the PR.
jonesie
Gotcha.
Man , if I was buying the company I'd rather include their next 12 months of funding out of MY pocket or MY lender's pockets ... rather than buying NEOM all bundled up with more of the toxic financing that YA just gave them.
But hey , I don't buy companies so I just don't know :)
jonesie
Thanks for the info.
Someone said here , the other day , that NEOM can get/see the actual download numbers through the app store somehow. That would be interesting to know!
And , good point on 'why'.
I think you're right krays , probably not accurate. Too bad , would be fun to know.
jonesie
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"
What buyer would that be , edster?
Yorkville is the "buyer" in that excerpt from today's filing.
Am I understanding your question?
jonesie
Hey , we're up from 154 downloads ...
... to 155.
http://www.versiontracker.com/dyn/moreinfo/iphone/35840#news
ninja lol
Computer directories/folders + Outlook folders make it pretty easy.
And no , I was just a very organized sale engineer and I can't seem to shake it.
Thanks!
jonesie
Interesting last 4 trades today ....
... including one real 'after hours' trade (the 't' trade) , and I don't know what those two '6' trades were. But those are the ones they closed TIV on.
Time & Sales
Price Size Exch Time
t 6.824 17000 NDD 16:03:54
6 7.11 2500 AMX 16:01:39
6 7.11 6300 AMX 16:01:39
6.92 900 NDD 15:59:11
I suppose so , personalizit
I can't find Exhibit D , perhaps they don't make that public?
"Use of Proceeds. The Company will use the proceeds from the sale of the Convertible Debentures in accordance with the terms of the budget attached hereto as Exhibit D (the “Budget”) and shall not deviate from any line item of the Budget by more than ten percent without the written consent of the Buyer. The Company represents that the proceeds of the sale of the Convertible Debentures will provide sufficient capital for the Company to cover its cash burn rate and fully fund its current business plan until at least September 30, 2009. Within 90 days of the date hereof the Company and the Buyer shall work towards preparing an agreed upon reduced Budget that will fully fund the Company through December 31, 2009."
Anyway , there are 11 exhibits attached to this 8-K , this is one of the more involved 8-K's we've had recently.
http://www.sec.gov/Archives/edgar/data/1022701/000114420408043681/v121767_8k.htm
No shorting provision:
"Neither the Buyer(s) nor any of its affiliates have an open short position in the Common Stock of the Company, and the Buyer(s) agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock as long as any Convertible Debentures shall remain outstanding."
terms cont'd
Interesting excerpts below. This is supposed to be a year's worth of money according to the second excerpt.
"Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company."
Use of Proceeds. The Company will use the proceeds from the sale of the Convertible Debentures in accordance with the terms of the budget attached hereto as Exhibit D (the “Budget”) and shall not deviate from any line item of the Budget by more than ten percent without the written consent of the Buyer. The Company represents that the proceeds of the sale of the Convertible Debentures will provide sufficient capital for the Company to cover its cash burn rate and fully fund its current business plan until at least September 30, 2009. Within 90 days of the date hereof the Company and the Buyer shall work towards preparing an agreed upon reduced Budget that will fully fund the Company through December 31, 2009.
More on the fees:
Monitoring fees: $200,000 upon the First Closing, an additional $200,000 upon the Second Closing, and an additional $350,000 upon the Third Closing directly from the proceeds of such Closing
structuring and due diligence fee to Yorkville of $90,000, of which $40,000 shall be paid directly from the proceeds of the First Closing, $20,000 shall be paid directly from the proceeds of the Second Closing, and $40,000 shall be paid directly from the proceeds of the Third Closing.
Terms summary:
$8,650,000
$2,325,000 on 8/4/08
$2,325,000 shall be funded on or after the date ninety (90) days after the Closing Date subject to certain conditions set forth in the SPA
$4,000,000 shall be funded on or after January 1, 2009 subject to certain conditions set forth in the SPA.
14% per annum
YAGI gets $200,000 out of the first $2,325,000 for monitoring and managing
YAGI gets $40,000 out of the first $2,325,000 for structuring and due diligence
Similar fees on subsequent tranches I would assume.
the Company also issued
a warrant for the Investor to purchase 100,000,000 shares of Common Stock at an exercise price of $0.02 per share
a warrant for the Investor to purchase 100,000,000 shares of Common Stock at an exercise price of $0.04 per share
a warrant for the Investor to purchase 125,000,000 shares of Common Stock at an exercise price of $0.05 per share
a warrant for the Investor to purchase 125,000,000 shares of Common Stock at an exercise price of $0.075 per share
All of which can of course be re-priced later.
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"