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I don't always (often) agree with DMRX's posts, but I think he hit the nail on the head here:
It is not a matter of updates, it a matter whether one believes what is written in those updates.
A class action lawsuit? Really? I have questions...
Who did you hear it from?
Who are the 'people who are starting to think that'?
What is the cause of action?
Is this class action, or did you mean a derivative action?
Assuming you meant the former, who is the putative class? I mean seriously, investors in a pink who failed to conduct thorough DD?
I have been extremely vocal (and quite specific) with my complaints and concerns about the way this company has managed its duty of care to its shareholders, but in no way is there anything even remotely close to grounds for a shareholder action, much less a class action suit. To say otherwise is baseless fearmongering.
I was considering the publish date of the K in noting the 'over 6 month' timeframe (the OTC Markets rules specifically mention publish date for accurate financials), but you raise an interesting point: If the annual report cannot be relied upon, doesn't that mean by definition that some or all of the preceding quarterlies are not reliable as well? Yet they only note the annual and subsequent quarterlies in the 8k.
Drex's games with the books (and the Spinal Tap drummer cast of CFOs who have signed off on them, then balked & bailed when they've realized what they agreed to) are so baked into the equation at this point that, barring any new scam, they have become white noise at this point.
I'm surprised OTC Markets still has them at Pink Limited (Yield), given that the August non-reliance 8-k means it's been well over 6 months since they have posted current and accurate financials.
Even a broken clock is right twice a day!
these feelings have to be right one of these weeks....
Amen to this:
IF an 8k's were filed during this process we would know a lot more, the damn name of the co for one, then we might be able to do some homework.
This is why there was so much pressure from some of us on the board for the Company to provide clarity as to the deal status (and whether it had closed). A 'Definitive Agreement' as that term is used by the SEC is not final until the terms are satisfied by both parties...until then, it is merely (as my contract law prof used to love to say) an "agreement to agree".
If I were a betting man, I'd wager that the prior deal was partially/largely equity driven; after diligence, the seller decided that they weren't comfortable with where SHMN PPS would end up post-transaction, and decided to pull back. But this is just a guess.
What's interesting to me is that there hasn't been an announcement that the deal is dead (typically, if this were a fully reporting company, there would be an obligation to 8-k the dissolution of the Definitive Agreement...it's arguable that a non-reporting company has an obligation to PR the same). This may mean that the seller is retaining the right to evaluate PPS trends up until the deal window closes, and may opt back in. Again, pure speculation.
At present, there are ~1.5BB shares outstanding (1.2BB in the float), but there are only 2BB authorized. That means that any dilutative activity would be limited to ~500MM shares - only $650k at today's prices (not including any discount). There isn't enough headroom for a meaningful funds raise without an increase in authorized or an R/S (with no corresponding decrease in authorized).
In other words, even if there were an old agreement contemplating a further discount, they couldn't dilute more than 500mm additional shares at any price unless they were able to mobilize pretty much all of the 100 pref shares (along with 1+ common shares) which vote/convert at a 1:1% equivalency to the common O/S - ie, it would take all 100 Pref shares to equal the entirety of the current outstanding, and all pref shares plus one or more outstanding common shares in friendly hands to vote in favor of an increase in authorized or a R/S.
haha...you could say that I have trust issues.
That was my point - if it can't trade on fundamentals, it needs to deliver on its promises (and do so in a way that can be verified - ie, show the revenue/expense items in its fins) for people to begin taking the PRs seriously enough to trade on rumor/hype again.
Right now, this company (like most pinks) is not capable of trading on fundamentals.
As I've previously noted, I'm stuck with restricted paper that I can't deposit, much less sell, until they're out of sub-penny land.
Total revenue was $325k for last year, but earnings (profit) was $88,281. EPS is so small that it requires scientific notation; P/E ratio is likewise such a tiny number that it is unreportable. In other words, from a traditional fundamentals standpoint, the revenue doesn't justify current PPS, much less .002.
Right now, this company (like most pinks) is not capable of trading on fundamentals. It has some good baseline stuff (no recent history of dilution, stable share structure, repeated claims by management that no R/S is in the works), but the hype cycle that typically drives pinks to the next level has run dry - they've made too many promises, and have failed to show (via quarterly/annual reports) that any have come to fruition. They need to demonstrate that they can deliver before PPS will make a meaningful move.
This isn't womp-womp, this is facts. We've all seen the diminishing impacts of the Company's PRs over the past 18 months...Until there is something resembling concrete results (reported in the fins), most folks are going to continue to stand by and wait on the sideline.
Why?
Does the Company's revenue justify it?
Does the Company's profitability justify it?
Does the Company's follow-through on past projections/promises justify it?
JMHO, but the hype train for these guys has pretty much played itself out. It really is put up or shut up time. Unless and until the Company is able to make good on their claims - ANY of their claims - and demonstrate that they have done so in their financials, they are (unfortunately) trading right where they should be.
And to beat a dead horse, I want/need these guys to be successful - I'm dead in the water below copper.
This just in: Spinal Tap has lost another drummer
On August 17, 2022, Eric Chin resigned as Chief Financial Officer, Chief Accounting Officer and Director of MusclePharm Corporation for personal reasons.
I'm inclined to agree with whomever speculated that the funds are coming from India.
I'd further guess that they'll be issued as consideration for either the 51 pref shares that Shah previously held and then mysteriously surrendered to an unnamed party (and whose current holder should be listed in section 7 of the company's annual reports as a "person or entity owning 5% of more of any class of the issuer’s securities", but isn't), or for the remaining 49 pref shares sitting in treasury (or some combination of both). There aren't enough authorized but unissued common shares for a private placement to make sense at the current PPS.
This is a weird take. There are a myriad of reasons to poke at this company, but the fact that they did not acquire a plug-and-play facility is hardly one of them.
In my experience, commercial real estate almost always has some degree of retrofit, and even acquiring something that is nominally suited for a given purpose typically involves a huge rebuild/upgrade expense.
Q2 fins should publish within 10 days, so there's that...
I'd argue that it was getting current and some pumpy hype that brought the company out of trips. Once that wore off, the chart's been pretty consistent (with a few pump cycles mixed in) ever since. Until the fundamentals substantively change, PPS is going to remain relatively constant, with lots of runs and dips mixed in throughout (like most pinksheets companies).
As you've pointed out, the relative lack of debt, moderate profitability, and stable share structure are net positives. The problem has been and remains scale. If they can hit their marks, they'll climb to copper & stay there. If they stay the course, tiny incremental gains will set a floor, and that floor may well continue to rise as the revs go up by a few hundred grand a year, but at that pace we'll all be in adult diapers before it settles in at half a penny.
However, I have a feeling that even with incremental increases, if they keep making bullshit projections that fail to materialize, folks will eventually stop paying attention, and even the short term spikes will fade away (like most currently dark pinksheets companies)
Nobody's selling restricted shares.
No broker-dealer (at least, none that I know of, and believe me I've looked around) will clear them until PPS is over a penny. Until that happens, we'll continue to see the SS reporting 304,292,017, just like it has for the last couple of years or so.
Why wouldn't it be? PPS isn't going to substantively change until something at the company substantively changes*
*YOY revenue increases in the five figure range for a given quarter and/or vague, speculative PRs do not constitute substantive change.
Super weird. I can't believe they'd spring for both Edgarizing and XRBL with unaudited financials. Looks like they gave it up after OTCMarkets forced them to start using the standard disclosures a couple of years ago.
Generally agreed, but...
Name(s) of Acquired companies be made public via 8ks.
Lots of people are weary about the company's record with PRs, and are happy to get out on the bump with the news. Lots of other people are willing to take a gamble and get in now.
We'll probably continue to see this kind of action until there is confirmation on one or both deals...
Ladies and gentlemen, place your bets!
Definitely exciting stuff...hoping we see copper+ on confirmation!
I know the answer, but I'll ask anyway: did they say anything about how their deal with these "domestic and international funds" to finance the acquisition(s) will be structured? Fairly certain this isn't going to be an unsecured loan...
HAHAHAHAHAHAHAHAHAHAHA
https://ih.advfn.com/stock-market/USOTC/muscle-pharm-pk-MSLP/stock-news/88577754/current-report-filing-8-k
Took her long enough.
Just gonna put this out there, as it may inform as to future activity...super (overly) disclosive, but I feel like this may be helpful to folks in my position, and provide transparency to those trading in the float:
As some of you know, I'm holding some restricted shares. As I've further noted previously, my broker-dealer (WDCO) will not clear or trade stocks below $.01. Some folks on this board have indicated that their research did not indicate that this was a widespread stance. As I'm trying to free up some capital, I decided to do a deeper dive today, and wanted to share the results:
I reached out to two other broker-dealers who have typically worked in the pink/sub-penny area (Scottsdale and Glendale). They both clearly articulated that they would not clear or trade sub-penny pinks; Scottsdale replied with the following:
"Unfortunately, we have similar [to WDCO] minimum requirements and we are not opening new accounts for shares that are trading below $.01. If this stock picks up in price and has decent trading volume, we may reconsider in the future.
Thank you for understanding,"
Glendale pointed to language on their website: https://glendalesecurities.com/certificate-deposit-info/)
In essence, due to recent SEC enforcement activities, most historic sub-penny broker-dealers will no longer clear stocks trading below a penny and/or without requisite volume.
This is bad for me and others in a similar position, and may impact folks trading in the float. Long story short, anyone (like me) holding restricted securities will have a difficult, if not impossible, time freeing those shares up to be able to trade. Look at the cap tables, as this will indicate how many "new" shares might enter the float once PPS increases. Unless there are one or more private transactions (I'm open to offers - msg me), holders of issued restricted shares are essentially stuck until PPS rises, at which point they may rapidly come in to play.
For those holding free-trading shares, this is something to consider should the cap tables change. It is highly unlikely that anyone who has previously received or may be receiving (ie consultants, officers, board members, or even secured lenders) restricted shares as compensation for anything (loans, services, etc.) will be able to liquidate those shares until PPS rises and stays above a penny - Don't freak out if you see issued change!
Also, to provide some transparency for those who may question my motives: I absolutely need to see PPS rise up to and above a penny unless someone wants to buy my shares or a magical broker-dealer arrives who isn't afraid of FINRA and will deposit/trade sub-penny securities (and given the time it takes to clear restricted shares, I'll need it to happen on a long-term basis). As such, I'm absolutely not supportive of a short-term pump, and definitely not looking for a short. I'm long with significant holdings, and need to see PPS rise to a sustainable >.01 to be able to trade my position.
Fins showing continued incremental growth in profits/revs won't do much. The difference between $45k and $60k of revenue for the quarter just doesn't impact actual value with 1.5BB shares outstanding. Obviously, a major bump in revs/profits in and of itself should have some share price implications.
That said, I suspect that if the fins confirm that one or more of the prior announcements have been realized (irrespective of whether there is a significant impact to revs), people will start paying attention again, and we'll start to see a bit of speculative interest impacting PPS. Much moreso if the revs/profits leap forward.
True dat.
...unless they file an S-1
SHMN management has the controlling block, they can do whatever they want.
The preferred stock has voting rights equal in all aspects to the number of Common Stock represented by such Preferred Stock on an as converted basis and shall be entitled to vote on any and all matters brought to a vote of shareholders of Common Stock and all matters brought to a vote of shareholders of Preferred Stock. Each share of preferred stock shall be convertible into one percent (1%) of the then issued and outstanding shares of common stock of the Company. The preferred stock has liquidation rights equal to the par value of each share of preferred stock
Sell where ?
SHMN can't do a r/s, or raise the AS to " sell " shares on the open market to pay for an acquisition
Not advocating for this approach (all three are highly dilutative to current shareholders), but the way to do it:
1) R/S without reducing authorized resets PPS somewhere over a buck while at the same time creating massive headroom between OS and AS. Instead of the current ~425MM available shares (with a current value of $680), the company theoretically has 1.85BB shares to sell.
2a) Company files an S-1, and does a public offering, registering some portion of those available shares and selling them into the market where they are immediately available for trading
2b) Company files a Form D, and does a private placement, selling restricted shares which may subsequently have the legend removed and be traded after a sufficient holding period per Rule 144 (one year for non-reporting companies)
2c) Company begins taking on convertible debt
I'm referring solely to the advisory board (not officer, not director) appointments, and what they may (or may not) mean.
It's intriguing, but don't get too far out ahead of the company...
With the NEWLY Appointed Officers
They may not have a choice...
why wait until Thursday
This.
The thing I sincerely hope is that they realize how they have dropped the ball on past " updates " with no follow ups, and become more professional when dealing with shareholders.
The rest of my portfolio - pink and big board alike - closed on 60+ day highs and with daily volumes at or exceeding any over that same time period.
MSLP is down 33% over that timeframe, flat on the day, and traded a whopping 75 shares...this following coverage of their "Uplisting IPO" on SA.
Talk about a wet fart.
Had to jump in with today's action. Very encouraging!
It is not necessary a bad thing.