DROP-IN AND GO KBLB! HOLDING THE GOLDEN!!!
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Well, then, it's settled! I'm taking all my shares from KBLB and investing in Dupont. So much for Kong status. Just call me Curious George.
Info regarding reverse mergers...
Even though KBLB is not a private company, the gist of this information applies.
Should Biotechs Consider a Reverse Merger?
October 03, 2016
By David Plaskow
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A reverse merger—also known as a reverse takeover—is where a private company acquires a public (shell) company that is typically in distress. The private company's shareholders pay for the shell company by transferring their shares to the new entity. Operational and financial control then rests with the private company leadership.
While it sounds like a gamble for the private company, the public company really has little to lose. The incentive for the private company, however, is that the new entity is publically traded and has access to the capital markets.
Benefits
When performed with the proper care and due diligence, reverse mergers can offer biotech firms a variety of benefits:
A reverse merger can usually be performed more quickly than an IPO.
It costs much less to perform a reverse merger versus an IPO, perhaps as much as 5 to 10 times less.
If the shell entity is SEC-registered, the private company does not have to go through governmental review.
One bad news headline can kill an IPO. Market conditions play much less of a role in reverse mergers.
There is less ownership dilution than in an IPO.
There may be higher company valuation in a reverse merger.
There is usually a concurrent financing designed to give the new public company needed liquidity. Having a public market to trade in the stock even after a seasoning period (versus a private, totally illiquid market) is appealing to investors.
Biotech Reverse Merger Success Stories
Cougar Biotechnology raised $47.5 million and was sold to Johnson & Johnson for $1 billion.
Puma Biotechnology raised $55 million and has a market capitalization of $1.6 billion.
ViewRay raised $26.7 million.
Synageva merged with Trimeris, which was acquired by Alexion for more than $8.4 billion.
Drawbacks
With the good comes the bad. Here are a few possible downsides to going the reverse-merger route:
The costs to public companies to meet SEC-reporting requirements.
Leadership may not have a comprehensive understanding of the publicly traded market, and the company may not have the appropriate personnel and controls in place.
The new entity generally has low trading volumes and investor liquidity issues. Companies plan to uplist to NASDAQ as quickly as possible, but this usually requires a follow-on financing.
The distressed public company may have a myriad of problems, such as pending legal action. Due diligence—even if mostly inactive—is required on a public shell.
There’s less opportunity to showcase a company to potential investors in a reverse merger versus an IPO.
Questionable deals in the 1980s have given reverse mergers a less-than-stellar reputation, which may make investors wary.
“As someone who’s been involved in a fair share of reverse mergers or with companies that had previously completed a reverse merger, my best advice for biotechs considering a reverse merger is (1) consider reversing into a company that has never actually been a shell; (2) if it must be a shell, do your due diligence; try to ensure it has cash and/or is already trading and has a broad shareholder base; and (3) assuming it’s a private company, also consider a Reg A+ as an alternative to a reverse merger," says Jeff Eliot Margolis, President of Aurora Capital LLC.
SEC
Due to some questionable deals, the SEC has taken a greater role in reverse mergers. In 2011, it issued a bulletin recommending potential investors (1) research the company; (2) review the company’s SEC filings; and (3) beware of non-reporting companies.
Also in 2011, the SEC passed rules prohibiting a reverse merger company from applying to list until it completes a one-year “seasoning period” by trading in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange following the reverse merger, and has filed all required reports with the Commission, including audited financial statements. The rules further state that the company maintains the requisite minimum share price for a sustained period, and for at least 30 of the 60 trading days, immediately prior to its listing application and the exchange’s decision to list.
After completing the reverse merger, the public company must file a Form 8-K describing the new company. Thereafter, it must comply with Securities Exchange Act reporting requirements and meet applicable SOX requirements. The SEC can suspend trading and even revoke the securities registration of reverse merger companies, for example, due to their failure to make required periodic filings.
Considerations
While biotechs enjoyed a bull market the past several years, the current U.S. presidential election has created some uncertainties going forward. For the private biotech interested in a reverse merger, the public entity should possess some cash that can be used for research and product development; no major red flags, such as litigation; agreement and clarity on the new leadership structure; and a company structure that can integrate technology and reporting systems. The private company must be honest with itself as to both why it wants to be publicly traded and why acquiring a distressed public company would be a good, long-term strategy.
Workman-Nydegger is not just general IP.
I'm sure Dupont has some topnotch legal representation but Workman-Nydegger is no slouch
Before or after proposed Q3/Q4 "mass production?"
Guesstimate on BOD appointments?
Another thing to point out is...
Dr. Kane also minored in Economics at Puget Sound.
The Econ & Science common thread cannot be dismissed when looking at those guiding KBLB.
To me, it's comforting knowing those in the Lab are focused beyond the Lab at every step.
Any guesses as to when we might see BOD announcements?
Great figures! Thanks for doing the math for all of us, Silk! Very interested to see what Kraig will actually charge for their end product(s).
Go KBLB!!!
Those in the know quote SS potential...
Once the "science" comes out of the lab and into the factory, it becomes a different ballgame.
Proving you can do something once is in the "science." In the lab. Proving you can do it on a consistent basis from lab to production to logistics, etc., is what will make us sustainable.
It's an evolution. Kind of like the silkworm, itself.
IMO, we're at where we're at right now because the "science" got us here. And the share price is reflecting that. We are on the precipice, but, the market is hesitant to "buy in" because having the product and scaling the product are two separate things. Once KBLB can prove it can scale the product then the share price will reflect that. Which will then be paused by waiting on how well they can "rinse and repeat." If it's seamless, then the share price will reflect that. If not, then, obviously, the stagnation period will be met again until they can prove the rinse and repeat process is seamless.
The speculation by the market is there. But, IMO, before we get the massive buy-in we're all waiting for, KBLB will have to prove they can handle demand. So, it's not as simple as people would like to think it should be. Even established companies with established products face logistical challenges daily.
KBLB hasn't even honed their production process yet. That will take time. Once they do, then they'll have the further challenge of getting the orders filled and shipped. A supply chain needs to be formulated. And I will go beyond my opinion and offer a guarantee that they're not going to get it right, right out of the gate. So, as I've mentioned before, they will need to have their SOP's in place which should spell out their contingencies for their contingencies. Because once mass production actually starts, there's no doubt THE WORLD WILL BE WATCHING!
We are in store for some massive returns. Mr. Thompson and Mr. Rice have their work cut out for them. As they have up to this point. But nothing will compare to what it's going to be like once they get that first order from the Prodigy facility!
GLTA!!! GO KBLB!!!
Exactly!
Right in line with the emphasis of our IP Counsel, Workman Nyedegger in the May 22nd PR. IMO, KBLB's way of showing the company is closer than ever to reaching the potential we have expected all these years.
I concur!
Buckle up, KBLB'ers!!!
Today may be a glorious day!!! Up almost 5% before the Opening Bell...
PR or no PR, methinks people are finally waking up to what is going on here. Hopefully today's a Green Day from bell to bell!
GLTA!!! GO KBLB!!!
Anyone venture a guess on KBLB's business strategy?
With so many possibilities and potential, one has to think the collective heads of KBLB are spinning (no pun intended ).
What is the "proposed plan" once SS is in full-scale production? Anyone have insight or ideas of the direction of the company from there they'd like to share?
In it for the long haul!!! Go KBLB!!!
Why haven't you sold your shares?
Or have you and you're just sticking around the message board to keep things interesting?
You stated in a previous post,
The past does not equal the future doesn't mean "don't look at the past." It means just because the past is filled with failure, etc., doesn't mean the future has to be. The past can be corrected. No need to dwell on past failures. The future can be changed. THE MESSAGE being conveyed was the point. Not necessarily the person who said it. Since it wasn't my quote, I had to give proper credit.
You're basic assumption throughout your comments is Mr. Thompson is an idiot and will continue to make idiotic decisions in your eyes. Nobody will convince you otherwise. Which is fine. To each their own. My view of him and the company is different. Obviously, right?
Some will offer unconditional support until the company fully succeeds. Others will waver in their support based on the ups and downs. And another group will criticize everything the company and its personnel do, no matter what. Simplified, of course, as there are many variants to those simple personas. All are needed in giving the company its intrinsic value.
The criticisms about the company's PAST performance are warranted. All I'm conveying, though, is, IMO, those criticisms are not aligned with where the company is going in the future. Thus the reason I'm invested in the company and have suggested others do the same.
May the proof come as early as Q3/Q4. If not, I, personally, will assess my stance at that point. It would take a complete failure of the company and product for me to walk away, though. I don't think either are likely. IMHO.
GLTA!!! Go KBLB!!!
And soon that silence will be met with consistent action. After all, actions do speak louder!
IMHO, the actions now are speaking louder than they have at any point in KBLB's history.
I'm enjoying the ride! Go KBLB!
The entire quote was this...
Better to take the business card and touch base later than to accept the business and not be able to provide. That's a quick way to losing a customer. And potentially others when word gets out. Not foolish at all to say "will get back to you." It's called "knowing one's limitations."
Perfect summation, Silk.
And precisely the reason for investors to focus on the Big FORWARD LOOKING Picture. It seems our CEO is taking all his innovations and "coming into his own" in honing his focus at the helm of this company.
Looking back one can see the "bumblings," as others have termed the CEO's actions. But that's not where the focus should lie. Unless, of course, one uses those actions to show how our CEO has matured through the years. I venture to say those "bumblings" were the result of having so much on his plate. As he still does. But, in being and working closely with top execs and owners of businesses, I can honestly say, IMO, Mr. Thompson is doing something about his "weaknesses."
With the potential of Spider Silk from a simple textile platform to all the other market possibilities, maintaining control of the company so it doesn't spin off it's axis getting lost in chasing this and that just to turn a buck, I'd say our CEO has done a commendable job. As I see it, there's so many potential "players" in this game, one could definitely get lost in saying "yes" to them all. But, here again, this is where the focus comes in. Focusing on what is essential to move the company forward and sustain it. With all the "potentials" of this product and all the "players," one should be able to see how difficult focus would be. IMO, early on, Mr. Thompson was guilty of overwhelm. He has worked on his focus. He's showing that. Not saying it. Until he feels he has to. Actions speak louder, right? That's essential!
Owning a company is one thing. Building a company that will be sustainable now and in the future is entirely different. I say when KBLB is finally a household name, we will all look back at the "early days" and laugh. Then be wooed by how much our CEO showed us how innovation can be taken from the lab to production to mass market. And if he is that "bumbling idiot" as others think he is, then he will be able to say to us all, "see, even an idiot can do it." But, I prefer to think of him as a genius. For me, that's why I stay invested in KBLB.
GLTA!!! GO KBLB!!!
Thanks for elaborating. Good intel.
Care to elaborate?
Nice synopsis, Beacham!
Rumbling, Bumbling, Stumbling...to a BIG PayDay!!!
GLTA!!!
Any of these names popping up for anyone?
In my due diligence searching for potential JV partners, BOD candidates, and overall market opportunities, I've compiled a short list. Any of these coming up on anyone else's radar?
Ron Ricciardi, Pres. & CEO, Saker Aviation Svcs.
Peter Zachariou, EVP & Director, Vycor Medical
Marvin Maslow, Founder & Chairman Emeritus, Manhattan Scientifics, Inc.
Jeff O’hara, Pres. & CEO, Tel Instrument Electronics Corp.
Kathleen Karloff, CEO, Invo Bioscience
Alex McKean, CFO, GTX Corp.
John Regazzi, CEO, Giga-tronics
Some interesting potential there in some form or another.
Go KBLB!!!
I'm constantly reminding myself when I tend to limit my focus to this company's Spider Silk properties and operations, that it is called KRAIG BIOCRAFT LABORATORIES INC.
Mr. Thompson's PR from yesterday seemed to be a subtle reminder to the world of that, too.
And more proof to us shareholders that there is A LOT more going on we need to take into account on those days we wish our company leader would provide us more information.
It is my belief and shared by many others, this company is wildly undervalued for its future potential. But, is currently valued where it's at for it's current potential. That is changing daily. I've alluded to it many times, they know what their plan is and are implementing it. We are witnessing it being unveiled before our eyes. Enjoy the SHOW!!!
Go KBLB!!!
Who is Workman Nydegger?
A glimpse:
https://www.wnlaw.com/services/litigation/
Scroll down to the Lumee, LLC v. Snaplight, LLC case summary.
Nice play, Mr. Thompson.
Go KBLB!
My sentiments exactly, Yankee! Thanks for the props. Go KBLB!!!
Thanks Zman! Me, too!
Thanks Duck!
Thanks Blue!
Thanks Beacham!
Thanks, Col!
I concur!
Thanks, DS. I will respond in pure Marxian fashion then...
"To each his own."
GLTA!!!
Thank you.
Mojo, I wish I had the facts you desire to ease your mind about your investment. Unfortunately, I don't. Only Mr. Thompson and his cohorts do.
My investment philosophy may be different than yours, but, I looked at the company for three years before I decided to invest back in 2012. I've been along for the ride ever since. I'm glad I'm in the position I'm in with this company at this point in time. To the point I'd be comfortable with taking my losses and moving on if forced to. But, I'm not ready to. I don't think you are, either.
I am glad I found this board many years ago. It provides me with the guidance to refute, compare, and confirm my due diligence into KBLB. I value all your insight. GLTA!
Thanks for the kind evaluation, Banana! Yep, I am long on KBLB, too. Appreciate your outlook on things here. Stay strong!