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No, there's no spin whatsoever. While there may be multiple theories about what the statement made means, the one that has been posted (that the secured creditors have been paid in full allowing the KERP program to be paid) is proven false.
No, they'll be awarded shares of stock.
The company has 1B shares to sell @ $0.005. No reason to "slap the ask."
1B is about 5X the current O/S - aka massive dilution for any company.
LOL - stock promotion site:
This theory (and that is a stretch, it is simply a misrepresentation to support a stock sale) about what the statement means is easily proven to be completely false.
Here's the requirements of the KERP payment to be made as ordered by the judge:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-019_071918.pdf
And here is the order for the only payments to creditors the judge has authorized thus far:
https://www.pwc.com/ca/en/car/bioamber/assets2/bioamber-046_121718.pdf
Secured creditors have been paid a total of $3.5M thus far, and that's less than 1/10th of the amount the secured creditors are owed. Unless some documentation appears where the monitor says they stumbled upon $40M and are requesting authorization to pay off the remainder of the secured credit, this theory/misrepresentation is patently false. Give it up.
They have a hill to climb to get the shares cancelled now that a representative of the company has appeared with a lawyer.
Want all the cash flow sheets posted up here? That can be done. They show the payments that have gone to the 2 secured creditors that were authorized by the judge of $3.5M total. They show no payments, not a penny, for the KERP program, and there won’t be a payment until all of the secured creditors are paid in full.
It’s laughable that a vague statement is all there is to cling to, and the misrepresentation of its meaning is directly contradicted by all of the documentation of the program requirements and the cash flows of the proceedings. Gotta move the bags somehow.
It is fact the KERP payments have not been made, and that is because the secured creditors have not been paid in full as required by the KERP program. Either show the full payment made to the secured creditors and a line item on the cash flow sheets in the monitor’s reports for the KERP payment or give it up.
You can do a direct public offering and avoid those sort of costs and fees. Of course, you lose the direct access to the underwriter’s customers and connections. Regardless, if you decide to RM, there are shells that don’t have a mysterious 1.5B shares and toxic notes that convert into 2.5B (in addition to whatever the O/S already is) out there. Jason screwed the pooch on this one.
Given the shares appear on the company’s financial reports, the burden of proof is on Jason to show they do not own the shares. In short, the company has said they do own the shares, so that has to be undone.
Like it or not, if the secured creditors had been paid in full allowing the KERP to be paid, it would be prominently and directly stated in the monitor’s reports. That hasn’t happened, instead the 2 secured creditors who receive a small partial recovery were arguing over the details of their distributions up until a couple weeks ago.
Or, instead of looking for words and phrases that can be misrepresented, a direct statement or line item on the cash flow sheets showing the full payment to the secured creditors, $40M over and above the DIP loan, would suffice to make the case. Otherwise, it’s yet another misleading construction to sell bags to others.
The KERP charge has not been paid. If it had been paid, there’d be a line item on the cash flow sheets, and there are none.
In order for the KERP program requirements to be met, the secured creditors and the DIP lender would have to be paid in full in cash first, and they have not. That would require the SISP to have resulted in a bid of over $40M, and they didn’t get a single bid for anything. The proceeds from the liquidation were just over a tenth of that.
Had their been a transaction so lucrative, it would be directly documented in the monitor’s reports and court motions and orders. There’s no such thing.
Give it up or show the line item for the KERP and the payment in full of the secured creditors.
Well, there was at least a few PR's touting the merger, or whatever it was. There's not a single financial report from that time frame on OTCMarkets, haven't looked for any updates to their state corporate documents to see what there might be.
I think it was a Miramar Group scam, myself, but there may be some legitimate or legitimate looking paperwork for it. There are a lot of OTC scam companies that are legal in the eyes of the law that don't do anything other than issue fluffy PR's and sell stock.
The financial reports prepared by the company do not list them as a subsidiary, so, they aren't. Were Jason to claim that, all it would take to refute would be LDSR's own documents.
Except in the financial statements prepared before Jason acquired the shell had them listed as a beneficial shareholder, as well as that horrible convertible note. If anything, Jason's due diligence was severely lacking.
I think they've been a bit "asleep at the wheel" when it comes to that decade old "merger."
I think Jason stirred things up thinking they were long gone.
I think Alessi and/or somebody in or from the Miramar group got wind of the lawsuit filed, did some quick math to figure out what 1.5B shares might get them, and decided to dredge up the "merger" company and a representative.
All just opinion, of course, but I wouldn't put it past the people mentioned in the last statement. Once thing that is true, those shares weren't harming anything, at least not in the near term. They were held by the Chinese company, so they weren't floating around in the market. That is now a near term possibility.
I know that. The minimum subscription in the S-1/A is 200 shares. That's what I'm referring to.
LOL!
The "assets" include that "estimate" the company prepared for the plant before it was liquidated with the other assets for $4.34M. Too bad it didn't work out.
There's actually way more than $80M once you add up all the obligations that are ahead of the shareholders in getting a recovery.
The excerpt I posted was from the 10th monitor's report, and is current. Y'know, the 10th monitor's report, the one the monitor prepared to address all this "shares are safe" nonsense? They directly summarized the remaining debt and obligations that would have to be paid before shareholders would get a penny, then stated that shareholders get nothing?
Read the S-1, it will contradict most of your assumptions of this. They expect to market stock in every way imaginable, including to retail investors through brokers. And the "2k minimum" is really 200 shares, a whole $1 worth.
The shares will absolutely not be restricted. That's why they did an S-1 in the first place, otherwise they'd have pulled one of those Rule 144 sales off, with the shares automatically being restricted.
There's a reason for the "broken record," and that's because it is fact that the company is selling stock for $0.005, and have 1B shares to sell. Why would anybody buy shares for more than that? It smacks against logic.
Just remember that, though the offering stock and warrants have been delivered to AGP, it is still "working in" to the market. Even if the volume from the last few days was all "offering stock" being sold (and it wasn't), it is only a fraction of all the stock from the offering. Also, the warrants will regulate the PPS if they ever get into the money, whoever owns them will likely convert and sell immediately when their price target is met. Don't be sitting on the edge of your seat expecting a fluffy PR or new video of ringing a bell to shoot the price up. Ain't happening.
Not saying that none of it went into "strong hands" (LOL, couldn't help myself), but rather that the hype about how well the road show went apparently wasn't true given the offering price, AGP's discount to that price, the full warrant coverage, and the low demand for shares since it hit NASDAQ. Good news is AGP seems to be willing to pace the flow of the shares and are happy in $3 range +/- a quarter or two.
Sheesh.
The company registered 1B shares of stock to sell at a fixed price of $0.005. Anybody that wants stock can just buy it from them cheaper than it sits in the OTC today, and why wouldn't they?
Chapter 11 was dismissed in favor of Chapter 15, so the company remains in bankruptcy proceedings and those proceedings will conclude in the US once the Canadian subsidiaries are dispositioned. The liquidation of the assets have resulted in the company being an empty shell with over $80M of debt remaining. The proceeds from the liquidation and all other sources will only give 2 secured creditors a small partial recovery, the remainder get nothing, the unsecured creditors get nothing, and the shareholders get nothing, clearly stated by the monitor in their reports to the court.
Quite a few extended gaps in employment, too. Looks like a real jewel.
Actually, I do, but that's beside the point. That last trade, it's bid and ask, number of shares (111, LOL), and price of $0.0038 is pretty easy to see. A 40 cent trade. Must be a whale trying to drive the price up to that 10 cents a share.
Last trade was 111 shares @ $0.0038. That's about 40 cents. The share price before that was $0.0035, and the bid for that last trade was $0.0035. That's some big time paint applied to the tape for the closing price.
Did someone really make a 40 cent trade to paint the tape up 3 ticks?
LOL
That move from $0.17 was on the OTC, where hype and fluff result in absurdly overpriced stocks. This is on NASDAQ, performance counts.
Please reread. That explains why there are consultant fees in the forecast, and nothing more. It was not a forecast of the sale of the company, that's a false narrative to sell stock in an empty, debt ridden shell.
After that 9th report, the 10th and 11th state directly the company has not sold, nor do they expect it to sell, since nobody in their right minds is going to take on the massive debt of a shell that has no source of income. That would be stupid.
Nope, that's false.
Still have shares in your account?
If so, the company has not sold.
Are the shareholders responding to an offer of tender for the shares?
Nope, so the company is not being sold.
The monitor was explaining a line item on the forecast sheet for cashflow, namely the costs of consultants, and nothing more.
Still have shares in your account?
Yes?
Then the company has not sold.
Still have shares in your account?
Yes?
Then the company has not sold. Period.
A JV with a local HVAC installation and service business. What in the world would ANDI have to contribute to a JV with an HVAC contractor? This doesn't give ANDI any particular inroads to the ongoing business of that contractor, they'll continue as they were, just to whatever side endeavors this "venture" is going to do.
I smell another pump, wonder who wants to sell stock?
Still have shares in your account? That means the company has not been sold. They'd have to buy the shares to buy the company. That's how it works.
The monitor has stated directly that no transactions have occurred nor are anticipated involving the shares. They'll be cancelled once the bankruptcy proceedings are concluded.
And within that process the shareholders have been addressed. The monitor has stated the proceeds from all sources, including the liquidation of the assets, only provide a small recovery to 2 of the secured creditors. The rest get nothing, the unsecured creditors get nothing, and the shareholders get nothing. They stated that directly so that shareholders know they're going to lose 100% of their investment in thist stock.
You are overlooking the obvious state of the company at the end of the CCAA when it transfers back to the US bankruptcy court:
Empty shell
Over $80M of debt
No operations
No sources of income
The only narratives that lead to outcomes other than remaining debt and equity (the shares) being discharged by the judge and the company ceasing to exist, as has happened every time with a company in that state, are patently false.
I've been watching for more disclosures, something appropriate for him to be able to sell stock. I wouldn't be surprised if the CEO didn't believe all he had to do was buy a shell, RS out the old equity, and then just start selling in the market, figuring out later that the SEC was going to want audited financials for 2 years in order to do that (that pesky thing about making sure investors know what they're buying into). Financial reports would likely show this company isn't worth investing in.