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No, he doesn’t. And why would he even want to? Has he even said he’s going to register with the SEC? Nope, because the costs of the infrastructure to meet regulations is high, and it’s just him. So why is it even being suggested?
There will not be a “super 8k” or even a “plain 8k.” This company is not an SEC registrant, and will not file an 8k.
They don’t have those assets anymore. They were sold in liquidation.
This CCAA is miles down the road, liquidation of the assets has happened, the company is now an empty shell with massive debt and headed for the scrap heap. There’s literally nothing left to arrange or restructure.
Sheesh.
Such a great rationalization that is contrary to logic. Rory got what he could get for the stock he is selling to raise money to complete the acquisition and pay those horrible notes he signed up for. He’s responsible to shareholders to get as much as he can for each share so that the dilution of the O/S is less, thus resulting in a greater ownership stake by the existing shareholders. To rationalize that he purposely didn’t do that, purposely went to people who wouldn’t pay a higher price and demanded warrants with the stock (further dilution), is the height of koolaide consumption. Rory got the price and arrangements because that was what people and the underwriter were willing to do, and the only thing hand picked was the account the proceeds will land in.
Sure, it's complex. They worked with the executives/board to develop a restructuring plan that hinged on the SISP being successful, after that failed (and everybody left or was terminated from the company) they did a liquidation sale of the assets, they've collected up the accounts receivable, sold the inventory and spare parts, paid all the bills that were due since they came on board, argued with the secured creditors on how to divy up the money, filled a whole web page full of motions to the courts, and filed 11 reports, some with supplements, to keep the court and the creditors informed. Add to that it is a US company with subsidiaries in Canada, 2 different courts with jurisdiction, with the US court waiting on the Canadian court before they finally discharge the debt and equity and close the "company" out. I'd call it complex.
And the result of the complex restructuring is an empty shell with no operations nor income that is over $80M in debt. Shareholders are going to lose 100% of their investment in this stock.
If this company has "billions in revenue," no way no how are they merging into a penny shell and giving away the ownership of their company to the bagholders of that shell.
They will not file an 8k, they are not an SEC registrant.
He's going to use up quite a bit of that honeymoon. We're in Q2, and some of this nifty possible projected potential deals and products were to launch this Q. That means nothing more than SC business performance will be on the books until, allegedly, Q3 financials are posted and, if you looked at the extra month added to the SC 2018 audited financial information, they're really not quite a $25M business. No matter the delusions of some folks, NASDAQ isn't going to buy $100-200M of stock (let alone $2B) in a $25M enterprise.
Actually, there is a simple explanation. If you read the rest of that document you took the snippet from, go to the bid sheets that were included in it, you'll see that only 2 bidders bid on all of the lots of assets. The other bidders did not want all the assets. So those 2 bidders were favored in the liquidation.
It's right here, page 37:
https://www.pwc.com/ca/en/car/bioamber/assets2/bioamber-043_120718.pdf
Does have to be read, though.
There is nothing being "uncovered." PWC is not being coy nor evasive, they were appointed by and are accountable to a bankruptcy court and judge to document everything that has happened and will happen to this company. They are not leaving "hints" nor "clues" to some deal so lucrative that it pays off all the debt and allows shareholder some recovery, they can't. They have stated directly the assets were sold. They have stated directly the proceeds from all sources hardly put a dent in the debt owed to the secured creditors. They have stated directly the unsecured creditors and the shareholders will get nothing from these proceedings. This company is almost done, and when the bankruptcy judge discharges the debt and the equity left over once the checks are written, shareholders will lose 100% of their investment in this stock.
The underwriter is allowed to sell short, says so right in the S-1, and I bet they'll do some of that since they have ample shares to cover with @$3.65.
Not sure what you're saying. They pay $3.65 for 1 share of stock. If they want to exercise the warrant, they can pay $4.56 for another share of stock. So the $8+ buys 2 shares of stock.
Who cares what Deepak is up to? He doesn't work for BioAmber. Nobody does.
Sheesh
The S-8 registers stock for the Employee Equity Incentive plan, nothing more, and has absolutely nothing to do with BioAmber.
You can interpret that as a company that is completely unrelated to BioAmber. It's an investment company.
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001404912&owner=exclude&count=40&hidefilings=0
The IRS will not allow those operating losses to be used. Read rule 269 of the Internal Revenue Code.
"My goodness, lack of understanding of" tax laws.
And stinky pink OTC company CEO's never ever go back on what they say, because it's all in how they say it. "At this time" becomes a very powerful legal out when the RS actually happens.
And links or references to "shares are cancelled" don't appear until the judge slams the gavel and FINRA removes the ticker, and everybody knows that. It happens every time, though, when a company has been liquidated and debt remains (huge, in this case) that the judge has to discharge. Every time.
And, once again, the tax losses cannot be used, they are worthless.
PWC's words are only vague if someone wants to paint a completely false narrative that somehow a company that has had its assets liquidated and the proceeds from that liquidation will only cover a small fraction of the $80+M debt will somehow rise from the dead. Ain't happening, this company will disappear once the bankruptcy judge discharges the remaining debt and the equity (the shares).
With respect to this:
The plant was sold, it's gone. The tax loss carry forwards are now worthless since BioAmber has no operations remaining, the IRS would invoke Rule 269 of the Internal Revenue Code and disallow it.
They are not an SEC registrant and will not file an 8k.
Worth billions?
LOL - so, then, why'd BioAmber go bankrupt?
Nope. Worth about $400k.
They got the plant for $4.34M and can do anything they want with it.
Big time CEO uses a gmail account?
LOL!!
So a business worth $1.75B is merging into a penny shell???? And effectively giving ownership of the $1.75B business to the bagholders of that shell???
Utterly ridiculous.
And if they are successful at "realizing value," that value will be at or below the $408K of royalties they already offered those contracts or contractual rights (pick a favorite) to the buyer of the assets. Here's the court motion prepared to do just that once again that the asset buyer chose not to use:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-033_092418.pdf
LCYB has lawyers that can write brand new contracts with all the suppliers, technology owners, whoever and whatever they need to produce whatever they want at the plant. They don't need the BioAmber contracts whatsoever.
Like it or not, they got those "contractual rights" by signing a contract. Semantics and word games don't change the fact the buyer of the assets could have had those contracts or those contractual rights (pick a favorite) assigned to them by paying the royalties due. Here's the motion prepared by the monitor to do just that once again:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-033_092418.pdf
I'm talking about this, from the 10th monitor's report, which gives the remaining debt and explains the proceeds won't hardly put a dent in it:
And that does not in any way say that any payments for KERP (of which there weren't any because they didn't meet the program requirements) would not be included on the cash flow sheets, that is utterly ridiculous and false. They were justifying having a KERP program to the court, expecting they'd get a bid that would pay the secured creditors in full, with the KERP being paid out of the leftovers. It didn't work out, they got no bids from the SISP.
LOL
Don't you think that LCYB might also make their own contracts, either with those suppliers or with others?
And this was the motion prepared to have those contracts assigned to the buyer of the assets, provided they agreed to pay off the royalties that were due:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-033_092418.pdf
Asset buyer chose not to take the contracts with the assets. The value of those contracts? About $400k in royalties. That's it.
WHY ARE PEOPLE POSTING UP LINKEDIN PROFILES OF PEOPLE WHO USED TO WORK FOR BIOAMBER WHO NOW DON'T?
The stock will be cancelled at the conclusion of the bankruptcy proceedings, shareholders will lose 100% of their investment at that time. This company is a shell now that the assets have been sold in liquidation. There is $80+M of debt to pay, and there are no operations, no income, to even make a dent in it. What happens to bankrupt companies drowning in debt after they've been liquidated?
The judge discharges the remaining debt and the equity (the shares), and the company ceases to exist. Happens every time.
Whatever LCYB needs or doesn't need to make corn sludge has absolutely nothing to do with BioAmber. There is no link there whatsoever.
As for their debt and other liabilities that is being paid from the $4.34M proceeds from the asset liquidation, the accounts receivable, and the sale of inventory, all that anybody needs to do is read the 10th monitor's report, all of it is summarized to show there's no chance that either the unsecured creditors or the shareholders see anything from the bankruptcy proceedings and the ultimate death of the company.
They can make corn sludge without those contracts. If they want the contracts, they could have them if they agree to pay the royalties currently due, roughly $400k. That's it.
And those contracts could have been taken by the buyers of the assets if they'd agreed to pay the roughly $400k of royalties that were due, but they chose not to. Had they done that, the 2 secured creditors who get some recovery would have had a few bucks more. Clearly the value of the contracts is being grossly exaggerated in an attempt to sell stock.
Here's an update:
They sold the plant and the other assets in liquidation for $4.34M. That's well documented and undeniable. The company is now an empty shell with $80+M of debt it cannot repay.
LOL
That's quite the leap, there, ciphering out that the plant ran at capacity from some accounts receivable information, just toss in a bunch of assumptions and a wish and prayer or 2.
Did you see the operating losses while the plant ran? Man, no wonder they never ran it at capacity and the company wound up bankrupt.
In your first picture, the judge is agreeing that the regulations and requirements for selling the assets at a price of $4.34M have been met, and nothing more, that is what that whole section is discussing.
The second piece supports numbers given in a forecast. The actuals up through the middle of March have been realized and documented.
Again, nothing to see here, assets are gone, company is an empty shell, $80+M they cannot pay.
They bought a company that had revenue, didn't they? So it wouldn't be - or 0 again.