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I will point out that the current situation is not really a sale of the company's property or assets. Pasaca will not own any assets such they can walk away with the asset or use it for their own purposes, they will just own 51% of the common stock, which gives them control of the voting but their other rights are the same as the other shareholders.
Another point, if QMC fails to uphold the parts of the agreements and/or defaults, then Pasaca could end up owning certain assets or property outright, as described in the agreements.
A proxy is needed, but a separate shareholder meeting is not required.
The term is voting by "written consent" and it is allowed under Nevada law. It allows the BOD to decide a matter that needs shareholder approval based upon collecting in writing a majority of the votes during a BOD meeting.
Article Ten of QMC's Articles of Incorporation states:
"with aces in his hand ( qd testing ) Squires drives a deal shareholders are blown away by."
So with aces in his hand, Steve doesn't raise the bet or check to Pasaca to get them to sweeten the pot and then check raise, but calls for splitting the pot with Pasaca, 51/49. Great poker play, he really came through for his shareholders.
The New York Times
The Morning
February 19, 2021
By David Leonhardt
Good morning. We look at the costs of vaccine alarmism.
A vaccine shot? No thank you
If you’re a regular reader of this newsletter, you’re probably familiar with the idea of vaccine alarmism. It goes something like this:
The coronavirus vaccines aren’t 100 percent effective. Vaccinated people may still be contagious. And the virus variants may make everything worse. So don’t change your behavior even if you get a shot.
Much of this message has some basis in truth, but it is fundamentally misleading. The evidence so far suggests that a full dose of the vaccine — with the appropriate waiting period after the second shot — effectively eliminates the risk of Covid-19 death, nearly eliminates the risk of hospitalization and drastically reduces a person’s ability to infect somebody else. All of that is also true about the virus’s new variants.
Yet the alarmism continues. And now we are seeing its real-world costs: Many people don’t want to get the vaccine partly because it sounds so ineffectual.
About one-third of members of the U.S. military have declined vaccine shots. When shots first became available to Ohio nursing-home workers, about 60 percent said no. Some N.B.A. stars are wary of appearing in public-services ads encouraging vaccination.
Nationwide, nearly half of Americans would refuse a shot if offered one immediately, polls suggest. Vaccination skepticism is even higher among Black and Hispanic people, white people without a college degree, registered Republicans and lower-income households.
Kate Grabowski, an epidemiologist at Johns Hopkins, told me that she has heard from relatives about their friends and co-workers choosing not to get a shot because they keep hearing they can still get Covid and pass it on to others — and will still need to wear masks and social distance. “What’s the point?” she said, describing their attitude.
The message from experts, Grabowski said, is “being misinterpreted. That’s on us. We’re clearly doing something wrong.”
“Our discussion about vaccines has been poor, really poor,” Dr. Muge Cevik, a virologist, told me. “As scientists we need to be more careful what we say and how that could be understood by the public.”
The cost of confusion
Many academic experts — and, yes, journalists too — are instinctively skeptical and cautious. This instinct has caused the public messaging about vaccines to emphasize uncertainty and potential future bad news.
To take one example: The initial research trials of the Moderna and Pfizer vaccines did not study whether a vaccinated person could get infected and infect another person. But the accumulated scientific evidence suggests the chances are very small that a vaccinated person could infect someone else with a severe case of Covid. (A mild case is effectively the common cold.) You wouldn’t know that from much of the public discussion.
“Over and over again, I see statements that in theory one could be infected and spread the virus even after being fully vaccinated,” Dr. Rebecca Wurtz of the University of Minnesota told me. “Is the ambiguous messaging contributing to ambivalent feelings about vaccination? Yes, no question.”
The messaging, as Dr. Abraar Karan of Brigham and Women’s Hospital in Boston said, has a “somewhat paternalistic” quality. It’s as if many experts do not trust people to understand both that the vaccines make an enormous difference and that there are unanswered questions.
As a result, the public messages err on the side of alarmism: The vaccine is not a get-out-of-Covid-free card!
In their own lives, medical experts — and, again, journalists — tend to be cleareyed about the vaccines. Many are getting shots as soon as they’re offered one. They are urging their family and friends to do the same. But when they speak to a national audience, they deliver a message that comes off very differently. It is dominated by talk of risks, uncertainties, caveats and possible problems. It feeds pre-existing anti-vaccine misinformation and anxiety.
No wonder that the experts’ own communities (which are disproportionately white, upper-income and liberal) are less skeptical of the vaccines than Black, Latino, working class and conservative communities.
Over the next several weeks, the supply of available vaccines will surge. If large numbers of Americans say no to a shot, however, many will suffer needlessly. “It makes me sad,” Grabowski told me. “We’ve created this amazing technology, and we can save so many lives.”
What should the public messaging about the vaccines be? “They’re safe. They’re highly effective against serious disease. And the emerging evidence about infectiousness looks really good,” Grabowski said. “If you have access to a vaccine and you’re eligible, you should get it.”
The 10-K is not due until the end of March, not the end of February.
90 days from December 31.
I don't think that is Pasaca's play.
But, they have QMC on the hook with the notes, that is their insurance. It may very well be the long term play of QMC turning into a successful company with a variety of products. Or it could be Pasaca looking more narrowly for securing a nano supply and/or ledger. It could even be as a shell company. I don't know.
I'm pretty sure that they are not just in it to make QMC other shareholders realize their dreams.
"Who just throws $15 million at a company without expecting great or huge returns?"
A fair number of big time investors will invest that kind of money to just get decent returns. Maybe what you meant was:
"Who just throws $15 million at a non-reporting Pink Sheet company without expecting great or huge returns?"
Pasaca jumped on the distribution rights from Biotime a year ago, which is paying off big time, so they can take a higher risk flyer on QMC this year.
Still I don't think Pasaca has just thrown $15 million at QMC. Pasaca has loaned QMC $4.5 million and is holding Senior Secured Convertible Voting notes, which greatly reduces their risk.
The market move has increased the value of those convertible notes to $20 million. I think QMC now has to preform (filings, deal with QMVT, etc) to get the other $10.5 million investment.
Pasaca has protected itself.
Back in Oct. 2018 when QMC last did their OTCQB annual Certification, QMC was reporting the restricted, unrestricted & DTC numbers. In Dec 2019 they didn't provide the additional numbers (marked not available). As far as I can recall, they haven't up until just the other day, but it is a separate pull down.
Also note that they haven't updated the float since 2018.
I'd say their position has been evolving, but note that this is for domestic travel. International flights are a different story and testing is more accepted/forced by governments.
I wouldn't say the airlines are completely against testing, they just don't want to be the ones that make the call and force their customers to do it. Some states require testing and quarantine, some don't, and US government isn't clear, but could make the call on interstate travel. But that leaves in state travel.
If testing is required then resources are needed. Pluses and minuses.
And I think the article is more focus on the CDC's position rather than what the airlines want or don't want.
The underlined tender numbers are links. Not sure what else you are looking for.
I agree, if Sigma had a 10 unit sale, they would probably PR it, then issue an 8-K under Item 7.01.
I just get tired of the "if they sell anything, it is material, and they have to disclose it to us immediately", which is not true.
Revenues from a couple of Lite sales are possible and maybe some revenues from installation of a unit at Baker Hughes or DMG.
"By the previously posted webster definition of important "material", the company would be obligated to report a new contract."
But webster is not the source, the SEC is.
https://www.sec.gov/files/form8-k.pdf
Probably not. Paull resigned on Thur. 2/4 and requested the emergency discussion to occur before the close of business on Fri. 2/5 and not 2/12.
If they had resolved things at the meeting on 2/4, then the 8-K on 2/20 would have said so, not "The Company respectfully disagrees with some of the assertions contained within his resignation email."
"The experiment is a proof of concept not for the app but to prove whether or not the rapid test can provide a path to a covid free environment at live public events."
I agree that the French music event was a proof of concept for the use of rapid antigen tests to allow entry. What I was pointing out was that, even though there was a sign at the event offering QMC HID app, the success of the event was not going to be very useful indicator of the value of the App.
Proof of concept of rapid testing, yes. Proof of concept of the App, no.
If the event was POC of rapid tests, then why these posts?
"February 23 2021 there is a trial run to use Innova's QMC HealthID app to open up sporting and entertainment events in France."
"- With the test run for the App February 23rd in France we should see contracts announced with individual Schools, Corporation and entertainment/sporting events by Mid March"
I'm not disagreeing with you about Mina's position on things.
I was just following up with some reality on the French experiment. It was presented by others as some kind of watershed event. That it would prove that the combination of Innova antigen testing and the QMC app could lead to massive adoption in France to reopen venues and get back to normal.
I thought that it was over-hyped to being with and then the fact that the event was scaled back and not really a huge public event but a limited production with a smaller well controlled audience further confirmed the hype. It involved a thousand people that got tested, but how did that compare to the number of people involved in the production of the Super Bowl?
The QMC app was made available to those involved in the French event, but what value did it add? You got tested at the door and would not have been admitted if you were positive.
Innova sold a bunch of their tests and got some positive publicity, but this event was just another example of the flea riding on the back of the elephant, barely noticeable, not confirmation that QMC is or will be a major player in France.
Apparently the event was scaled down.
Carl Schwartz Ownership 12/31/19:
https://www.sec.gov/Archives/edgar/data/788611/000110465920021058/tm208013-1_sc13ga.htm
As people keep saying, Les Paull seems to be very honorable.
"believe he had to make the letter public, because Les resigned over a conflict.
Squires had a legal obligation to disclose that conflict."
Yes, file an 8-K within 4 business days.
You think that Pasaca will reverse merge Innova, with $15 billion in sales, into QTTM, with maybe $15 million in sales, and Pasaca will "give" the 49% shareholders $7.5 billion of the Innova sales?
That is nonsense.
"And the world leading producer of COVID rapid test, Innova having their choice of countless App producers to chose from choose QMC HealthID."
And what if Innova had chosen one of the other Apps or no App to "bundle" with the antigen test kit? Would have the British government not bought a billion dollars of the Innova tests? Were the Innova sales driven by the magic of the app? I see no evidence of that.
Pasaca bought the world wide distributions rights to the Biotime Covid tests in the first quarter of 2020. Good move. They were looking for distribution paths and found Tried&Tested in the UK at some point, which got them their first UK orders in the third quarter.
In July, QMC was "finishing" the beta test of their App and looking for partners. QMC's pitch was that people/companies would buy their app, use it to locate places to get tested and to select a specific test. This was to drive testing traffic to the partner's tests listed in the app. So mass distribution of the App in places like the US could result in huge sales of Innova tests by simply being partnered with QMC. QMC's App is the sales channel and QMC collects a fee on each sale.
Innova bought the sales pitch and became a partner.
So have sales of the App driven sales of the test kits? Or are the test kits just the hot commodity that everyone wants to buy, regardless of whether or not an App is bundled with it? The tests are going to sell on their own and may bring in some apps sales, but the app in not necessary.
So the partnership is there and Innova includes the QMC App on their website and mentions it in their PRs, but they don't include its use in their videos or talk up the use or benefits of the App when articles are written about their tests in the press.
Maybe Pasaca started with high expectations of the App driving sales of their tests and started supporting QMC with the bridge loans based on the App, but I suspect that they may have been more interested in QMC as a supplier of gold nanoparticles and maybe the blockchain ledger.
The Biotime tests that were being manufactured in China already had nanoparticles suppliers, probably in China. But at some point Pasaca/Innova was looking at additional manufacturing in the US and QMC was already lined up.
So loan QMC more bridge money (to hook them), then set up the equity buy to get control. This assures Pasaca access to and control of the nanoparticle supply, QD supply, ledger, etc. for a low price.
If the QMC HID app starts to make money on its own, then everyone benefits. If not, its dropped.
If other QMC product ventures like QD solar cells, LEDs or displays pass muster with Pasaca, then they may continue on. Otherwise, they get dropped or disposed of.
QMC may continue on as a whole with the broad technology scope, or they may remain limited in size to support Pasaca's other ventures and maybe some other medical testing. Or Pasaca could suck out what they need and leave the rest.
I think Pasaca can value out of QMC. The question is just how much of that value do I get to share in as a shareholder?
"they decided to make QMC one of their own." That's fine as long as its not all "their own" but ours.
"Competition that can ramp up to 50 million test kits a day ?"
The conversation was not about the cheap antigen tests, it was examining the potential for the next generation QD tests that QMC is supposedly developing and when they may bring it to market.
Yes most understand that Innova is distributing large quantities of antigen and maybe antibody tests to a number of countries and that Innova is claiming that they can greatly increase the numbers by bring new production locations on line.
This certainly is good for Innova, Pasaca and Biotime since they have tremendous sales and growth potential.
But some investors are still looking for some confirmation that QMC is actually benefitting from all of these activities. Actual sales or royalties from the HID app, nanoparticles, QDs or blockchain usage.
What I did find interesting in the article that you linked to:
https://www.statnews.com/2021/02/05/a-waste-of-money-the-home-covid-19-test-funded-by-the-biden-administration-is-too-costly-and-complex-critics-say/
was this quote from Michael Mina:
https://www.360dx.com/policy-legislation/biden-administration-finalizing-six-contracts-increase-home-sars-cov-2-testing?utm_nl_name=coronavirus-bulletin&utm_source=Sailthru&utm_medium=email&utm_campaign=360Dx%20Coronavirus%20-%20Sat%202021-02-06&utm_term=Coronavirus%20Bulletin#.YB7Zi2hKiUk
Biden Administration Finalizing Six Contracts to Increase At-Home SARS-CoV-2 Testing
Feb 05, 2021 | staff reporter
NEW YORK – Members of the White House COVID-19 Response Team announced on Friday that the Biden administration is finalizing contracts with six companies to quickly increase domestic testing capability for at-home SARS-CoV-2 tests.
The deal would result in 61 million point-of-care or at-home tests available by the end of the summer, which Andy Slavitt, the senior adviser for the COVID-19 response team, said would "change things pretty significantly" for the country. The announcement follows the news earlier this week that the US Department of Defense awarded $231.8 million to Ellume USA to produce the Ellume COVID-19 Home Test.
Financial and other terms of the deals were not disclosed. Because the contract negotiations haven't been finalized, the six suppliers were not named, although Tim Manning, the supply coordinator for the response team, said the negotiations were halfway done and more announcements would come in the next few weeks.
Using the Defense Production Act – which allows the president to direct non-government industries to prioritize orders for the federal government – the investments in the six companies will bring non-prescription, at-home tests to the market. Manning said the investment will be used to construct new plants and build new production lines in the US, reducing vulnerabilities to supply chain disruptions. The DPA will also be used to expand manufacturing of vaccines and personal protective equipment for frontline workers, Manning said.
Manning added that the US is "well behind where we need to be in testing."
The investments come after President Biden announced his plans to scale and expand testing by creating a national pandemic testing board. In his plan released last month, the president said the federal government would expand the rapid testing supply, double testing supplies, increase testing capacity, and increase antigen and molecular testing manufacturing in the US. The administration will also fill testing supply shortfalls, enhance laboratory capacity to conduct testing, and expand surveillance for variants of the virus.
Slavitt noted that the administration also wants to add more genomic sequencing for variants and ramp up molecular tests but will need congressional approval for its $1.9 trillion American Rescue Plan.
Yes there is existing competition. QMC and Malan not necessarily breaking new virgin ground like some believe.
Just because a test does not have an FDA EUA, doesn't mean that a supplier will not sell it to you. You can buy and use it, but not for a regulated use or setting. The FDA is authorizing for "clinic" use. The big argument is they not tasked with public health.
Websites selling tests usually have disclaimers that say it is up to the buyer to only use it IAW as required by law, etc.
The agreement includes things that will allow Pasaca to maintain their 51%, specifically they have a first right to purchase shares or provide additional financing.
Also having 51% of the fully diluted shares, not just 51% of the outstanding shares gives a little cushion until options and other things get issued and converted to voting shares.
Yes like usual QMC did not include all of schedules/attachments.
Yes several potentially interesting things missing.
You guys are missing the point.
The slides that Dr Malan leaked are for a next-generation quantitative QD antibody test. The other tests on Medek with EUAs are current generation tests. Qualitative, use gold nanoparticles not QDs, simple LFDs, visually read. I don't believe Medek is actually offering QDTK for sale at this time, just their other licensed tests.
The QDTK test uses a cassette (like a LFD) but the cassette is read by a portable fluorescent immunoassay analyzer. Point of care testing. This is not going to be a cheap at home test.
To me the analyzer is existing technology that is already used for other diseases, and probably patented by others.
I think the QDTK test presented in the slides is based on adapting the test cassette to detect covid-19 antibodies with QMC supplied QDs and the read with a third party analyzer. Pasaca could be shopping for the rights to an existing analyzer/company, so I hope Dr Malan didn't let the cat out of the bag too soon. Maybe QMC's "better" QDs will give them an edge over others.
My point was that Dr Malan's post, leaked slides (not formal announcement), and the Pasaca deal integration milestone implies to me that they are still working on development and QDTK is not ready for distribution for Covid or other diseases at this point.
I don't think QMC, Innova or Malan built this from the ground up, just adapting pieces of it as their own.
In Dr Malan's LinkedIn profile for QMC HealthID, that just got added, he included this:
Because they can?
There are 3 existing bridge notes for $3M and they are bundling in another $1.5M for a total note of $4.5M. That note in whole is convertible at 2.82 cents, not 4 cents.
So QMC is getting a deal on the bridge loan. Pasaca is making it up on the 1.36 cents for the $10.5M.
154 million + 770 million = 925 million shares
$15M / 925 million = 1.62 cents
I think Pasaca is happy with that average.
And as BigE pointed out 8% kicker on bridge notes.
They could have awarded shares, but those shares have to come out of the authorized, and they have shown that in reality they are currently out of authorized shares.
My impression is that the agreement has put them in a kind of a standstill until everything closes. Can't create a new or expand the existing incentive plan. Enter other agreements.
121 million options against 1,800 million authorized is only about 6%.
Well they can start with the 121 million options that are available in the existing incentive plan.
There is the possibility that Pasaca won't want to make Squires whole. They did go for the 51%, so they do think they can do better.
From Jamis' post you can estimate the authorized shares that are going to be required.
My quick take:
689,153,592 Outstanding shares
+121,600,000 outstanding options
+ 64,049,738 outstanding warrants
+124,246,699 debt convertible
+ 8,980,202 payment of services or purchase of digital assets
------------
=883,783,532 fully dilute shares currently
Now add in the 154,228,625 shares that Pasaca will get for conversion of the soon to be issued $4.5 Senior Note.
883,783,532 fully dilute shares currently
+154,228,625 Senior Note
------------
1,038,012,157
Then determine the number of shares that Pasaca will need to be sold for $10.5 million at the second closing to give them 51% of the new fully diluted shares
154,228,625 + 770,000,000 = 925,000,000
925,000,000 / (883,000,000 + 925,000,000)
925,000,000 / (1,808,000,000) = 51%
So Authorized Shares needs to be above 1.8 billion.
Jamis, that's not how you determine the float. You need to subtract the insider shares from the outstanding.
Also you double counted the 121.6 million options.
Danny, try this instead:
https://opencorporates.com/companies/us_nv/E0518522016-9
PASACA CAPITAL INC.
Company Number
E0518522016-9
Native Company Number
E0518522016-9
Status
Active
Incorporation Date
1 December 2016 (about 4 years ago)
Company Type
Domestic Corporation
Jurisdiction
Nevada (US)
Agent Name
LEGALINC CORPORATE SERVICES INC
Agent Address
1810 E SAHARA AVE STE 215, Las Vegas, NV, 89104
This King Focus reader looks similar to one in the slides.
http://www.king-focus.com/en/procalcitonininterleukin-6-_pctil-6_-double-detection-kit_52222.html
Careful with the Medek website. The QDTK page has the FDA authorized banner at the top but I don't think it actually applies to the QDTK test. Click on the banner and it gets you to these two FDA EUA tests.
Assure Tech. (Hangzhou) Co., Ltd.
FaStep COVID-19 IgG/IgM Rapid Test Device
Access Bio. Inc
CareStart COVID-19 Antigen
These two tests are listed on the site as their offered tests via the pull down menus. The QDTK page is there, but kind of a floater. Looks like a teaser at this point.
"The QD's might just be colloidal gold particles which are spelled out in the respective EUA's."
I think you are missing the point of the slides. The majority of the common antibody and antigen LFDs (like Biotimes) do use colloidal gold/silver nanoparticles to bind to antibodies/antigens. And these are commodities and these tests are qualitative tests (antibodies present? yes/no).
But the slides present a different test approach that use molecular quantum dots. The point is this type of testing is more sophisticated and quantitative (how much of the different antibodies are present). These tests need the point of care laboratory grade reader to provide the results. These readers have existed prior to covid.
My guess is that the reader is not a new ground up development by QMC, Innova, Pasaca or Malan, but provided by someone else.
I would be happy if Innova is going to manufacture the lateral flow cassettes using quantum dots supplied by QMC. If Pasaca has another portfolio company that already is involved in POC readers, then they maybe supplied "in-house", but it not a necessity. And the QMCHID app and block chain ledger would tie things together with reporting.
So the "development of a functioning product integrating the QMC™ HealthID IP and Innova Medical Group, Inc.’s products" maybe the integration is QMC's ledger IP with a third party reader system.
"Pasaca Capital seeks majority positions where we are able to bring value in management, strategy, marketing, partnerships, relationships and cross-border transactions into value added markets that enable strong business growth and successful, highly profitable exits."
So Pasaca didn't think that just buying a large equity position in QMC would be profitable enough, or was too risky. They saw the need to buy a majority position and take control of the BOD.
If QMC was on the right track and just needed capital, then a 49% buy-in could have been just as profitable and a lot less work for Pasaca.
"But venture capitalist do take their company’s they created public. Innova would be an example of a future IPO for Pasaca."
Yes private VCs do take their private companies public via IPOs to cash out.
But the discussion was about the VC taking itself public, not its holdings.
Blackstone Group did do an IPO to go public more than 10 years ago. But I don't know the details. Did they use a shell company for a share structure? or did they just work with an investment banker and do an IPO?
I just find it distracting that people routinely dive into going private, going public, doing IPOs, spin-offs, etc on every penny stock deal. Guess it makes for more exciting discussions, rather than just examining the boring details of the actual deal.
I'm just trying to work through the details of the actual deal presented in the documents and see what the positives and negatives are. Can they make this work? Is there value being added today and for the next year?
Would Pasaca really need QMC to do an IPO with Innova? It would seem that there would be cheaper and less complicated shell companies out there that they could use, when time is right. And currently, isn't the hot preferred method of doing an IPO, via a SPAC (special purpose acquisition companies)? Is QMC a SPAC? I don't think so.
Maybe Pasaca just thinks that they can turn QMC into a profitable operating company and bring value to Pasaca's investors. That's how it works with a lot of companies. Make stuff, sell stuff, make money.