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I expect more retracting before it goes green again. Hard to compete with that many shares sold so much below current price
Item 1.01.
Entry into a Material Definitive Agreement.
FORM 8-K https://www.sec.gov/Archives/edgar/data/1606698/000109690620000015/alpine.htm
On January 16, 2020, Alpine 4 Technologies Ltd. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $10.0 million worth of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.
Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to in the aggregate $10.0 million worth of shares of the Company’s Common Stock. As an initial purchase on January 17, 2020, Lincoln Park bought $250,000 worth of Common Stock of the Company at a price of $0.15 per share. Additional sales of Common Stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the 36-month period commencing on the date that a registration statement covering the resale of shares of Common Stock that have been and may be issued under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement is declared effective by the SEC and a final prospectus in connection therewith is filed and the other conditions set forth in the purchase agreement are satisfied, all of which are outside the control of Lincoln Park (such date on which all of such conditions are satisfied, the “Commencement Date”).
Thereafter, under the Purchase Agreement, on any business day selected by the Company, the Company may direct Lincoln Park to purchase up to 1,000,000 shares of Common Stock on such business day (each, a “Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 1,250,000 shares, provided that the closing sale price of the Common Stock is not below $0.30 on the purchase date; (ii) the Regular Purchase may be increased to up to 1,500,000 shares, provided that the closing sale price of the Common Stock is not below $0.40 on the purchase date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement); and (iii) the Regular Purchase may be increased to up to 1,750,000 shares, provided that the closing sale price of the Common Stock is not below $0.50 on the purchase date (each subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement). In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of Common Stock immediately preceding the time of sale without any fixed discount.
In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the Purchase Agreement.
Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as we direct, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 4.99% of its common stock. There are no upper limits on the price per share that Lincoln Park must pay for shares of common stock.
The Company has agreed with Lincoln Park that it will not enter into any “variable rate” transactions with any third party for a period defined in the Purchase Agreement. The Company issued to Lincoln Park 2,275,086 shares of Common Stock as consideration for its commitment to purchase shares of Common Stock under the Purchase Agreement.
Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Still not done...
I'm hearing $30/share in chat rooms. Not sure TBH
$TWMC 8K filed
https://www.sec.gov/Archives/edgar/data/795212/000114036120001307/nc10007871x1_8k.htm
On January 23, 2020, Trans World Entertainment Corporation (the “Company”), Record Town, Inc., Record Town USA LLC, Record Town Utah LLC, Trans World FL LLC, Trans World New York, LLC (collectively, the “Vendor”), 2428392 Inc. (“Purchaser”), and 2428391 Ontario Inc, o/a Sunrise Records, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which Vendor agreed to sell substantially all of the assets of and certain of the liabilities relating to the retail, music, film, video and popular business constituting the For Your Entertainment segment of the Company’s business (the “Business” and the transaction, the “Transaction”). The parties have agreed that the rights, obligations and liabilities (economic and otherwise) resulting from the sale of the Purchased Assets and the Assumed Liabilities (each as defined in the Asset Purchase Agreement) will be deemed to have occurred at 12:00am on February 1, 2020 (the “Effective Time”), notwithstanding that the closing of the Transaction (the “Closing”) will occur at a later date.
The consideration for the sale will consist of the base purchase price of $10,000,000 (the “Base Purchase Price”), payable in cash, of which $1,000,000 will be held in escrow to satisfy certain post-closing adjustments and obligations. The Base Purchase Price is based on the delivery to Purchaser of $40,000,000 of Net Inventory (as defined in the Asset Purchase Agreement) (the “Target Net Inventory”) as of the Effective Time. The Base Purchase Price shall be adjusted following the Closing as follows: (i) for every $1.00 by which Net Inventory delivered at the Effective Time exceeds the Target Net Inventory, up to $42,000,000, the Base Purchase Price will be increased by $0.50, (ii) for every $1.00 by which Net Inventory delivered at the Effective Time exceeds $42,000,000, the Base Purchase Price will be increased by $0.25, (iii) for every $1.00 by which Net Inventory delivered at the Effective Time is less than the Target Net Inventory, down to $37,000,000, the Base Purchase Price will be decreased by $0.50, and (iv) for every $1.00 by which Net Inventory delivered at the Effective Time is less than $37,000,000, the Base Purchase Price will be decreased by $0.75. Also following Closing, Purchaser will pay Vendor Purchaser’s portion of certain pre-paid expenses, employee expenses, pre-paid taxes and other unreimbursed amounts paid by Vendor in respect of the Purchased Assets and Assumed Liabilities following the Effective Time.
The parties to the Asset Purchase Agreement have each made customary representations and warranties in the Asset Purchase Agreement, and have agreed to indemnify each other for breaches of such representations and warranties, subject to certain specified limitations. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Asset Purchase Agreement. Consummation of the Closing is subject to certain conditions, including the receipt of certain third party consents, the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of the Company’s common stock, and other customary closing conditions for a transaction of this type.
The Company and Vendor are also subject to a “no shop” restriction that limits its ability to solicit alternative acquisition proposals or provide non-public information to, and engage in discussion with, third parties, except under limited circumstances to permit the Company and Vendor’s board of directors to comply with its fiduciary duties.
The Asset Purchase Agreement can be terminated (i) by mutual consent, (ii) by Purchaser, if Vendor breaches and such breach is not capable of being cured by March 31, 2020 or is not cured within 10 business days, any of the conditions to closing are not met by March 31, 2020 through no fault of Purchaser or the value of the Net Inventory at the Effective Time is less than $30,000,000 as determined by the Inventory Audit, (iii) by Vendor, if Purchaser breaches and such breach is not capable of being cured by March 31, 2020 or is not cured within 10 business days, any of the conditions to closing are not met by March 31, 2020 through no fault of Vendor or prior to receiving the Requisite Vote, the Board authorizes the entry into a definitive agreement in respect of a Superior Proposal, (iv) by either Party, if either a law or governmental order prohibits the transaction or if the Requisite Vote of Parent is not obtained. A termination fee of $3,500,000 is payable if Vendor terminates because the board authorizes the entry into a definitive agreement in respect of a Superior Proposal, and such payment is due within 3 business days following execution of the new definitive agreement.
The parties will also enter into (i) a transition services agreement to be agreed in good faith by Purchaser and the Vendor relating to the provision by the Vendor or their affiliates of transition services to Purchaser as reasonably requested and necessary or would customarily be provided for the conduct of the Business immediately following the Closing and for a reasonable time period thereafter, and (ii) a transition services agreement to be agreed in good faith by Purchaser and the Vendor relating to the provision by Purchaser or its affiliates of transition services to the Vendor as reasonably requested and necessary for the Vendor to meet their obligations under the Asset Purchase Agreement and to give effect to the Transaction contemplated thereby immediately following the Closing and for a reasonable time period thereafter.
$TWMC Avg Volume (10 days)27,329, Today 5,668,879 and rising!
UPDATED PRESS RELEASE: Trans World Entertainment Corporation Announces Agreement to Sell FYE Segment
https://ih.advfn.com/p.php?pid=nmona&article=81587968
Trans World Entertainment (Nasdaq – TWMC, “TWEC” or the “Company”) a leading specialty retailer of entertainment and pop culture merchandise with stores in the United States and Puerto Rico, primarily under the name fye, for your entertainment, and on the web at www.fye.com and www.secondspin.com, announced today that it has entered into a definitive Asset Purchase Agreement with a subsidiary of Sunrise Records and Entertainment Ltd. (“Sunrise”), the parent of Sunrise Records in Canada and HMV Records in the United Kingdom, to sell substantially all of the assets of the Company’s wholly owned subsidiary, Record Town, Inc. (the retail, music, film, video and popular business constituting the For Your Entertainment (“FYE”) segment of the Company’s business), for $10 million in cash, subject to a net inventory and other adjustments, plus the assumption of certain liabilities (the “Transaction”).
The Transaction follows a process in which the Company’s board of directors explored strategic alternatives available to the Company. The Transaction was unanimously approved by the Company’s board of directors.
The Transaction is expected to close in the first quarter of 2020, subject to the satisfaction or waiver of customary closing conditions set forth in the purchase agreement, including the receipt of certain third party consents and the approval by at least two-thirds of the Company’s stockholders. The Company will call and hold a stockholders’ meeting seeking to obtain this approval. The Company will use all of the proceeds from the Transaction to repay outstanding indebtedness and satisfy other unassumed liabilities.
The Company will continue to operate its business in the ordinary course until the Transaction closes, and thereafter Sunrise anticipates keeping substantially all of the current FYE employees. Following the closing, the Company plans to focus on the operation of its wholly owned subsidiary, etailz, Inc.
The description of the Transaction contained herein is only a summary; further details on the Transaction are contained in the Company’s report on Form 8-K filed on or about the date of this press release. More information on the Transaction will be included in a proxy statement that the Company intends to file with the Securities and Exchange Commission (the “SEC”) and distribute to stockholders. Such proxy statement will include information regarding the timing of the stockholders’ meeting to consider approval of the Transaction.
Additional Information and Where to Find It
In connection with its Transaction, the Company expects to file with the SEC and furnish to its stockholders a proxy statement on Schedule 14A, as well as other relevant materials concerning the Transaction. This communication is not a substitute for the proxy statement or for any other document that the Company may file with the SEC and send to its stockholders in connection with the Transaction. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT FOR THE TRANSACTION WHEN IT IS FILED, AND ANY AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED, WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. All such documents, when filed, are available without charge at the SEC’s website (http://www.sec.gov), at the Company’s website at http://www.twec.com/investors or by sending a written request to the Company’s Corporate Secretary, 38 Corporate Circle, Albany, NY 12203.
Participants in the Solicitation
The Company and certain of its directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information regarding the interests of the Company’s participants is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019 and the Company’s proxy statement, filed with the SEC on May 29, 2019 (as supplemented), for its 2019 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the Transaction, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the Transaction.
Cautionary Statement Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this communication are forward-looking statements, including, without limitation, the statements made concerning the Transaction. The statements contained in this document that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including references to assumptions, in this document to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, those regarding the transactions contemplated by the Asset Purchase Agreement. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors that could cause actual results to differ materially from the results expressed in the statements. The following factors are among those that may cause actual results to differ materially from the Company’s forward-looking statements:
the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock;
the failure to satisfy any of the conditions to the consummation of the Transaction, including the adoption of the purchase agreement by the Company’s stockholders and the receipt of third party consents;
the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Asset Purchase Agreement;
the effect of the announcement or pendency of the Transaction on the Company’s business relationships, operating results and business generally;
risks that the Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Transaction;
risks related to diverting management’s attention from the Company’s ongoing business operations;
the outcome of any legal proceedings that may be instituted against the Company related to the Transaction,
unexpected costs, charges, expenses, liabilities or delays in the consummation of the Transaction;
the Company’s ability to operate as a going-concern following the closing of the Transaction; and
other risks described in the Company’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
The reader should keep in mind that any forward-looking statement made by us in this document, or elsewhere, pertains only as of the date on which we make it. New risks and uncertainties come up from time-to-time and it’s impossible for us to predict these events or how they may affect us. In light of these risks and uncertainties, you should keep in mind that any forward-looking statements made in this report or elsewhere might not occur.
Contact:
Trans World Entertainment
Ed Sapienza
Chief Financial Officer
(518) 452-1242 ?
Financial Relations Board
Marilynn Meek
(mmeek@frbir.com)
(212) 827-3773
Day’s Range on $TWMC 4.765 - 9.72. Currently up 200% around $7. Looks like there's more upward momentum!
$KWBT wants to run. $0.043's filling now. Stop dumping big blocks on the Ask folks. Give her some room to run. Up 45% today!
$ALST 40k:1 Reverse Split 12/23/2019
I grabbed some .012's this am just before it dropped. Trying to sell a few other tickers to grab these .01's. Good deal here
Correct. We are just hoping it's something big with huge returns. Hard to resist buying at these levels. I can't imagine they are cleaning up this shell just because
Yes, that would be epic!
It would be nice if they were though.
There was a decent spread between bid/ask and buyer wanted last trade closer to bid to try to shake some shares loose and get his order filled. I've done it before...
Just saw a nice little run up to .016 with .0163 on ask then douch drops 1.5M shares at .015 to be followed by bigger one at .014. Seriously? Some don't want this taking off...
Brokers are Not accepting open orders. Call in if you want to trade it
Plenty of flipping opportunities on $HENC, but Flippers may get burned if News come out and they end up chasing for shares. Be very careful on this one and make sure you always have shares just in case
Good call. Hard to resist these cheap shares we are seeing. I haven't doubled my position yet, but have picked up quite a bit this month. Solid news, audited financials, CTO release, and/or drill info will send this souring
I hope not, but would rather wait for substantive PR. I will happily buy the dips until then
Many lost a lot on this last run
Seriously? He must be confused. There is a ton of retail trading going on. I've personally bought tons of ACRL shares from .005 to .0263. Those were real bids or ask slaps that got filled. I know plenty others have as well.
Unfortunately, most Chinese reverse mergers end up doing a Reverse Split to shake out current shareholders. It's unfortunate
I started tracking in Nov.
Authorized Shares:
300,000,000 01/08/2020
Outstanding Shares:
01/17/2020 109,792,083
01/08/2020 90,872,214
01/06/2020 86,553,209
01/03/2020 86,553,209
01/02/2020 82,439,479
12/30/2019 82,439,479
12/27/2019 75,443,167
12/23/2019 71,863,167
12/20/2019 68,463,167
12/18/19 56,630,000
11/22/19 28,369,800
Just wait. It will get moving when markets open tomorrow. More excitement coming after 3 day weekend. Lots of opportunity here
I guess we will see soon enough. It's possible
This week could get very exciting quickly. 10 bagger, 100 bagger?
That's what I'm hoping for. This could shoot past dollars so fast. Great loading zone here IMO.
Exactly. Something is in the works and I'm excited to find out what it is
Doubt we see significant movement until dilution is finished.
People are starting to talk a lot more about it. Just look at the posting history here. Lots more talk on Twitter and other places online also. The next few weeks should be interesting, but I'm making sure I hold onto my shares until I see what they are working on. Doubt they would spend the time & money to get empty shell current for no reason.
Very interesting. Thanks for taking the time to talk thru the details Jack and help us better understand the situation and the possible scenarios.
One question, what makes you feel the project would have a 50:1 strip ratio?
Thanks!
I don't think so. Anyone else know if KWBT trades on another exchange?
I really hope so because more dilution will continue killing the momentum here. Excitement is building, but I'm waiting to confirm dilution is done and we are truly at bottom before I buy more shares. Hope that is this week
That sounds interesting. Seems like there could be a nice opportunity there if you can make these sites profitable.
I'm not sure he owes it to past shareholders to make this right, but I am loading banking on the fact he has a good company to RM into this shell? I doubt he just wants to move on and be done with the shell.
$HENC has been busy with filings, updates and so forth to get this shell current. I can only think of a few reasons why. I'm jumping in as I'm hearing a lot of rumblings of what may be in our future...
Thanks to whoever did, I picked up 200k more. Increased my average, but still a good price.
Yup, kept wanting to flip it, but didn't
It is, know many who picked up more. Lots of potential here.