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No one is answering the email phone number?
Call either of the attorneys. Someone will pick up the phone in 3 rings or less.
LOL
Try calling Wealth Colony or SOUPQ's attorneys.
Both are in Delaware. Ask either or both of them if the assets were sold to W/C-Gallant and if the existing shares will transfer to W/C-Gallant from SOUPQ. That's all the email said.
Why waste time with this email nonsense? Or is the "fake email" nonsense just an excuse to dupe others into buying the stock? Very transparent if so.
Email said the same as the 9/12/17 8K:
https://www.sec.gov/Archives/edgar/data/1475273/000155335017001015/soup_ex10z1.htm
What if anything was the difference in the two other than dumbing it down into plain english?
Pretty sure "shareholders" are the preferred shareholders in bankruptcy cases.
Commons are the last man on the totem pole.
Hedge funds lose BILLIONS of dollars all the time:
https://www.usatoday.com/story/money/2017/03/13/hedge-fund-manager-bill-ackman-sells-disastrous-valeant-stake-huge-loss/99143194/
https://www.bloomberg.com/news/articles/2017-07-05/brevan-howard-flagship-hedge-fund-suffers-worst-first-half-loss
http://www.marketwatch.com/story/oil-trader-andy-hall-closes-hedge-fund-after-nearly-30-loss-in-2017-report-2017-08-03
With no assets either.
An empty shell with nothing.
SOUPQ warned the shares could become worthless:
"The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for shares of the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders in the reorganization. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock"
https://www.sec.gov/Archives/edgar/data/1475273/000155335017000766/soup_8k.htm
No nonsense, just da facts.
Any DD to discuss such as no Employee Benefit Plans or no shares transferred to W/C, or the fact that SOUPQ warned their shares could become worthless??
No. I thought Bertrand was in jail.
Looks like the SELLER (SOUPQ) has the right to do whatever they want to do (cancel shares) with all shares of capital stock.
"Sellers shall retain all right, title and interest to" "all shares of capital stock"
Seller says it's their shares, they retain the right, title, and interest to them. If they want to cancel them, they retain the right and title to them.
They previously warned they could become worthless at the time they said it on June 16th and in any future date.
"The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for shares of the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders in the reorganization. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock"
https://www.sec.gov/Archives/edgar/data/1475273/000155335017000766/soup_8k.htm
W/C tried to get SOUPQ on the cheap by purchasing shares in the open market.
That didn't pan out so they made a bid for the Company by purchasing the assets before the creditor lawsuits started pouring in. They admitted in the court docs they were in a hurry to get the deal done.
The extra 46.1M (@ $.002) common shares only cost them $92,200 which will probably written off with the other shares.
https://www.sec.gov/Archives/edgar/data/1475273/000149315217009603/sc13da.htm
In the end, W/C won't lose any money on all their shares in the write off, probably figured out a way to make money in the write off.
Rich get richer.
go for the money- Don't worry, there are others who have the same info as you.
Just a matter of time when it's released to the public.
The 8K is already public domain.
Don't make excuses for not calling them.
Nope, that's they way u find out with 100% certainty what's going on.
If I said yes they said shares are worthless I'd be called a liar anyway.
From the looks of things, some have already called and staying quiet about it. I first suggested it in plenty of time before their offices closed for the day.
No need to waste time with me arguing about it, go ahead and call them.
Call either of them and get it straight from the horses mouth.
That way you will know without a doubt.
Call any attorney or W/C or SOUPQ's attorney and get their opinion:
Colin R. Robinson
Pachulski Stang Ziehl & Jones LLP
919 N Market st #1700
Wilmington DE
(Wealth Colony atty)
Christopher A Ward
Polsinelli PC
222 Delaware Ave # 1101
Wilmington DE
(SOUPQ atty)
Both will likely tell you "NO SOUP FOR YOU!"
If thats the case, you own shares of a shell with no assets.
Makes sense (going private), W/C is already acting like they don't owe an explanation to anybody and they can probably write off their shares when they go down to zero.
Lawyers wrote the document and all agreed.
8K already stated ALL SHARES of capital stock will not be transferred, assigned, sold, or conveyed to the Purchaser.
Call W/C's or SOUPQ's attorney for clarification, one of the paralegals there should be able to clear it up. Folks are saying W/C isn't answering their emails in regards to this subject.
Better yet, consult ANY attorney for an opinion.
Where's the volume if this is running to .20, .50, and 1.00???
SOUPQ needs the material.
Soup owes EDGAR LLC $9874.50, PR Newswire $6030, EDGAR Agents LLC $2119, Globe Newswire $2143.78, doubtful they can afford to pay for a PR.
Takeover happened with an extra $4.7M which no longer can be categorized as a takeover. It was a purchase.
Even W/C backed off that 51% nonsense when SOUPQ asked for the proof.
W/C did not prove they owned 51%.
They claimed they did.
Section 11.2. No Public Announcement.
"Neither Sellers nor Purchaser shall, without the approval of Sellers (in the case of a disclosure by Purchaser) or Purchaser (in the case of a disclosure by Sellers), make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such Party shall be so obligated by applicable Legal Requirements, including as may be required by the Bankruptcy Case, securities laws, or the rules of any stock exchange, in which case the other Party or parties shall be advised prior to such disclosure and the parties shall use their reasonable best efforts to cause a mutually agreeable release or announcement to be issued. For the avoidance of doubt, Sellers’s filing of pleadings or notices in the Bankruptcy Case in connection with the Transaction shall not be deemed a public announcement by Sellers".
https://www.sec.gov/Archives/edgar/data/1475273/000155335017001015/soup_ex10z1.htm
10 day rule by FINRA would apply here:
If there is a distribution or cancellation of shares, we require 10 days notification prior to the record date or cancellation date of shares as required by SEA Rule 10-17.
http://www.finra.org/industry/faq-upc-corporate-actions-faq#3-3
Could be a CURRENT employee.
If so, he or she might have their finger on the pulse of whats going on.
No cancellation (yet).
W/C Gallant is running out of time stonewalling the decision they know they've already made in regards to share cancellation.
Shares were bought in a failed hostile takeover attempt. W/C has 46.1M shares bought at .002 that are still green up to this point.
https://www.sec.gov/Archives/edgar/data/1475273/000149315217009603/sc13da.htm
Look out below if they decide to dump them.
Cancellation date for shares could be this week:
"If there is a distribution or cancellation of shares, we require 10 days notification prior to the record date or cancellation date of shares as required by SEA Rule 10-17."
http://www.finra.org/industry/faq-upc-corporate-actions-faq#3-3
Ooops! So much for the 401K plans!!!
401K's plan is toast!
So why didn't W/C simply prove to SOUPQ they owned 51% instead of deflecting with this statement?
"unable to verify that WealthColony SPV II, L.P. has received the affirmative vote of a majority of the outstanding shares entitled to vote in order to remove a director. Please be advised that WealthColony SPV II, L.P. has elected to not challenge the Company’s position"
https://www.sec.gov/Archives/edgar/data/1475273/000149315217010256/ex-9.htm
Did W/C think this was the blogs and could say whatever without proof???
W/C isn't in the business of telling the truth if they lied about having 51% ownership in an official SEC filing:
"representing approximately 51% of the voting power of the Issuer’s outstanding capital stock,"
https://www.sec.gov/Archives/edgar/data/1475273/000149315217009603/sc13da.htm
Any proof W/C owned 51%?
SOUPQ asked that question:
"the Company does not understand how you claim to have approximately 51% of the voting power of the Company’s outstanding stock"
https://www.sec.gov/Archives/edgar/data/1475273/000155335017000975/soup_ex99z1.htm
W/C replied with this:
Please be advised that WealthColony SPV II, L.P. has elected to not challenge the Company’s position with respect to the effectiveness of the actions and hereby revokes the consent delivered with its letter to you dated August 18, 2017.
https://www.sec.gov/Archives/edgar/data/1475273/000149315217010256/ex-9.htm
Here's a done deal, absolutely no shares whatsoever will be transferred, assigned or conveyed to the Purchaser (Gallant W/C):
all shares of capital stock or other equity interests in any Seller or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interests in any Seller;
https://www.sec.gov/Archives/edgar/data/1475273/000155335017001015/soup_ex10z1.htm
Which proxies? SOUPQ asked for proof of 51% ownership and W/C couldn't give them a straight answer other than this:
VIA EMAIL AND REGULAR MAIL
(jamie@originalsoupman.com)
Jamieson Karson
Soupman, Inc.
1110 South Avenue, Suite 100
Staten Island, New York 10314
Dear Mr. Karson:
We are in receipt of the letter dated August 21, 2017 from Jeremy Johnson of Polsinelli PC, counsel to Soupman, Inc. (the “Company”), in which Mr. Johnson advises that the Company cannot acknowledge the effectiveness of the actions taken by WealthColony SPV II, L.P. to replace the Company’s Board of Directors because, among other things, it is unable to verify that WealthColony SPV II, L.P. has received the affirmative vote of a majority of the outstanding shares entitled to vote in order to remove a director. Please be advised that WealthColony SPV II, L.P. has elected to not challenge the Company’s position with respect to the effectiveness of the actions and hereby revokes the consent delivered with its letter to you dated August 18, 2017.
Sincerely,
WealthColony SPV II, L.P.
By: WealthColony Management Group, LLC
By: /s/ Jeffrey Freedman
Name: Jeffrey Freedman
Title: Manager
https://www.sec.gov/Archives/edgar/data/1475273/000149315217010256/ex-9.htm