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CP, I don't agree with the premise that a management team that does not respond to accusations by activist shareholders by engaging a defensive posture has defaulted to yielding that the accusations or claims are well founded. I am not referring to Board compensation subject to the Delaware Court decision in July. Rather, Ronin's claims against management summarized in their letters to shareholders are noted by Ronin to be in context of Ronin affirming they do not have knowledge about PPHM confidential management matters, considering how Ronin declined to sign the offered non disclosure agreement. In turn, my view is Ronin should not be given excerpts from PPHM's "Book of Secrets" so management can defend themselves from Ronin accusations because share holders being asked to vote their proxy for Ronin candidates want more than what PPHM management has disclosed in SEC filings for ALL investors to see.
As a "Long 2" investor, I don't care much for a "Long 1" investment/hedge fund declaring PPHM tech development is leading investment value to no where. That is especially the case when that Long 1 investor group has also declared in a SEC filing that they chose to be left in the dark about PPHM tech value, apparently so they can be unencumbered as they seek to redirect PPHM's business plan to their own via a BOD vote, proxy fight.
As a long retail investor in PPHM, I am very concerned about that appearance and cover of a 4 1/2 million share short position in February/March. The parties involved in that short activity facilitated an agenda that I can only guess about while recognizing related events are situated to impact the value of my PPHM investment. The history of externally influenced unusual events impacting PPHM trials and financials is also a concern. None of these concerns are adequately addressed by making PPHM an Avid-esque CDMO company unless the tech value developed by TCLN/PPHM is also allowed to translate to fair shareholder valuation realization.
Best wishes and IMO.
KT
Bidrite, I see value in better explaining your concern about withholding votes on the white card for the three original non employee Board members. That is, why the mechanism results in what you say.
What I observe in the theoretical is that the proxy vote outcome could result in three groupings.
1. White cards with withheld BOD votes mixed with votes for some PPHM Board candidates.
2. White cards where investors vote the current management recommendation (vote for all PPHM Board candidates).
3. Red card voting for Ronin proposed candidates (Ronin then picks their slate based on the number of their candidates that received more votes than those designated with more votes on the white card).
CP's point seems to be that withholding a vote on the white card avoids cancelling out (matcHing against) a vote on the red card., enabling red card candidates to carry more standing against the second group of white card votes. Desired white card candidates can still get their desired affirmative vote.
Your point seems to be that Ronin candidates would not get enough votes to prevail against the second group of pro current management votes unless that non-vote gets posted as a red card vote.
My observation is that a party who wants Steve King, Lias and the other two new candidates on the Board (or some subset thereof) will be defaulting to selecting the six Ronin supported candidates if they vote the red card. There is also risk that experience with the PPHM tech on the new Board gets voted off the Board.
A conundrum for all, it seems. Did I capture your concern?
Best wishes and IMO.
KT
Threes, why are you worried that the current Board will do a Pharma deal that assigns value with the PPHM technology that Ronin and their supporters on this message board have called worthless? Delivering value for tech that Ronin plans on putting on development hold is a good thing, right?
Of course, I don't agree with the worthless tech characterization or the theme that the tech development should be set aside to invest in Avid. Avid has two new 1000 liter bioreactors ready to serve orders and another Myford facility expansion on standby for action if customers emerge. Why isn't that enough Avid investment while subscribing new customers?
Best wishes and IMO.
KT
North, perhaps the information is on a poster, but I observe the data significance is not showing it is being understood or appreciated by Pharma or investors. Hence, my question, asking the expert to affirm the strength of the data.
Best wishes and IMO.
KT
North, a line of questioning that may be helpful when you are at the conference....
Are those subsets drawn from patient groups in the Sunrise trial large enough to identify stat sig indications of Bavituximab or other PPHM tech as "essential" contributions to efficacy seen with cotreatment meds? If not, what are the subsets able to inform?
Best wishes and IMO.
KT
Geo, LOL, just as I am figuring some sense about which way is up, you throw in a left curve... "don't trust both sides".
Hmmm.
So if we turn the clock back to February/March and try to consider who talked to who between PPHM, Ronin, Steve White, one can observe the following "stage setting props":
- Report that PPHM tech is benefiting treatment in subsets of patients from the halted PPHM trial.
- Ronin/White touring Avid facilities, telling PPHM to change their business plan to emphasize Avid
- Ronin started acquiring millions of shares to establish ownership position
- PPHM placing even more millions of shares to raise operating funds
- PPHM saying they are seeking to avoid doing a reverse split as long as they can to avoid NASDAQ delisting
- Halozyme sales slowed down, significantly slowing Avid sales and shifting PPHM away from "self funding" goal.
- Halozyme raising operational funding, reported as successful
- Halozyme customers cross over to include potential PPHM collaborating Pharma
- Investor suit before Delaware Court citing Board overcompensation, abuse of authority. Laster decision trims back compensation in July
- Proxy fight gets underway to replace PPHM Directors with Ronin proposed candidates
- Complaints filed with SEC and CA AG office, citing overcompensation of PPHM Directors
- PPHM technology postured as "worthless" by some as others question halting PPHM tech development
- a 4+ million share short interest gets reported by NASDAQ in February that gets reported as covered four to six weeks later.
- pps and trading volume reported on NASDAQ shows major shifts at timing aligned with the short interest changes
All this and more. Through it all, I still look from the perspective of a "Long 2 investor" wondering what a "Long 1 investor" hedge/investment fund is going to do different to PPHM's business plan if they succeed in replacing the PPHM Board.
Best wishes and IMO.
KT
Copper, why do you think a Ronin candidate Board would release the PPHM "Book of Secrets" to the public? Besides fiduciary duty issues, any perceived mischaracterization or violation of confidentiality agreements would open them to litigation.
The white card characterization, all Current Board or all Ronin is an issue I inquired about earlier, but received inconclusive responses.
Best wishes and IMO
KT
James and CJ, am I correct in observing that PPHM has raised about $24 million since February 1 using their ATM placement mechanisms? Since PPHM is supposed to be within about five million per year of self funding after they complete their "through October" downsizing of employees, did the funds go to paying for trials underway/wrap up or is the new money just a war chest to support PPHM as it weathers through a Board leadership, proxy fight?
I am now wondering if those associated shares representing maybe 10% of outstanding shares were placed into retail investor holdings or made their wat into one or more of the hedge/investment funds. Also, I am wondering why Ronin apparently (don't know for sure) made a position entry with about 9% of the shares using that 4 to 5 million share short that showed it was covered/closed in March. There appears to be a holdings numbers game going on with some cloaking of who holds what and buffering of percent ownership. 35% institutional/large investor holdings of PPHM is the largest proportion I recall since my first investments in TCLN.
Best wishes and IMO.
KT
Thank you Cheynew. So, where did those shares get placed? And are the ATM sales linked to covering the short interest in a February and March?
Best wishes and IMO.
KT
Bidrite, so we are in agreement about the Broker Non vote shares not being applied to non routine matters like the Board election. Good to know. Since PPHM treated the 2016 election in that manner, as shown in your example SEC filing link, I see it is unlikely that the 2017 election will receive opposite BNV treatment.
That leaves the matter of the four million share short emerging and clearing at that time critical for PPHM shareholder interests, apparently functioning to suppress the share price while Ronin established their 9% position in PPHM. While I understand it can be in Ronin's interest to do that approach to establish their PPHM position (plus Tappan emerged with shares as well), I am trying to understand why Tappan/Ronin thinks their emergence has been a net benefit to long retail shareholders? We heard from Ronin that their post Board election follow through expects to deliver a better pps outcome through Avid sales than PPHM had in the works with hiring Lias. A $50 million Avid annual sales base supports more than the current share price using the PS ratio of 4 to 6. The Ronin position establishment just used the short to shift ownership from retail investors hands to hedge fund investors, it seems.
Best wishes and IMO.
KT
Bidrite, Ronin wishing to avoid insider trading by avoiding a look at the proprietary information "Book of Secrets" is a good explanation and is what I expected was the case. It is bullish that PPHM wanted to buy more shares, but we don't know what Ronin intentions are when they trade the stock. However, don't you see it also appropriate for Ronin to not post in their letters to shareholders, opinions about what PPHM was doing or not doing (saying, not saying, including or excluding) regarding PPHM's business plan?
The 42 million shares released through at the market trading is a good question to address separately, since how PPHM has used the funds is part of what Ronin raised as a critique of existing management. Those following the stock might know the money raised went into paying for both PPHM tech development and Avid development. The improved revenues from Avid sales have reached a magnitude sufficient to pay for Avid capacity development, but that is a more recent development... as part of the PPHM business plan to continue to become self sufficient for all operational funding (per PPHM communications).
The trading record surrounding the 4 million share short is something retail investors can only retrospectively examine, since there is a one to three week delay in short interest reporting and investors only get to see changes that occurred between the two week periods without any indication of short positions open and closed within the report ability window or without knowing final disposition of the daily naked short sales.
Best wishes and IMO.
KT
Bidrite, that is the point I am suggesting interprets opposites of what I thought you are pointing out. In their communications, PPHM says for routine matters like the approval of auditors, the broker non votes were assigned. For non-routine matters, like the Board approval or the employee compensation plan, they are not. If that is your point, then we are on the same page. My view is that broker non votes should not be tallied with the BOD approval proxy vote. This is primarily because the BNV don't reflect a decision by the owners of the stock for a voting preference plus the BNV may exist because of problems with the brokers responsible for informing the stock owners etc. Defaulting to vote "for" or "against" management proposals does not seem appropriate for nonroutine manners like selecting Board members or approving an employee stock ownership plan.
Are you suggesting otherwise? Are you concerned that management might choose to assign the BNV to reelect the existing Board by declaring the approval to be "Routine"? I just don't see that. Thus, why I suggest you are interpreting the BNV significance backwards from how Icread it.
The statement about the BNV being included in the auditor vote is my observation after doing the math of adding the 104 million BNVs in the "for" tally and noting the overall vote count represented at the ASM matches. The math balances.
Best wishes and IMO.
KT
CP, in the earliest Ronin communication, there were only three of four Board candidates offered for replacement. That was because, at that timing, PPHM CEO Steve King was not among those targeted by Ronin for replacement. Ronin now offers six of seven, presumably because Ronin did not position to replace Steven King at that time or perhaps, Ronin will come up with a seventh candidate? Of course the latest letter to shareholders from Ronin now vilifies CEO King as among those needing replacement by Ronin candidates.
I observe this is leaving those voting the proxy with a dilemma as to how to address management continuity with the PPHM intellectual property if Ronin candidates "clean sweep" the current PPHM management out? Lias, the new Avid President, is already targeted by Ronin communications for being dismissed when Ronin candidates take control of the Board. If Steve King is dropped from the BOD along with the other three non employee candidates targeted for removal, that leaves no one on the Board with familiarity with that PPHM intellectual property (that Ronin declined to review when they declined to sign a nondisclosure/confidentiality agreement) but for the recent Board appointees.
A new concern I see, after looking into this deeper, is how in their letter to shareholders, Ronin is indicating how PPHM management confidentially mentioned failed plans to sell Avid in context of Ronin voicing with PPHM how Avid should be retained for value development. Yet, Avid value development was the foremost means cited by PPHM in communications with shareholders as a means for enabling PPHM to be self sufficient for operational funding. Plus, at the time these Ronin/White/King communications were occurring, Ronin had, or was beginning to establish an SEC disclosure threshold, greater than 5% ownership position in PPHM. During that period, (February/March) Avid/PPHM were just being notified of delayed Halozyme orders/sales, which did not become known to all investors until PPHM advised that $10 million in expected Avid sales were going to post in their FY 2018, rather than 2017. In turn, this was communicated around timing when PPHM was under pressure influenced by a four million share short position established while PPHM was seeking means to avoid a reverse split to maintain NASDAQ listing requirements. Remarkably, that 4 million share short was covered by March. Where did the four million shares go or how did they play into influencing the pps while Ronin was acquiring a position in PPHM and PPHM was seeking means to restore the pps above the $1 NASDAQ threshold for retained listing? And of course, PPHM had just released promising news of PPHM collaborative research in February.
YIKES!
Best wishes and IMO.
KT
Bidrite, you didn't respond to my previous post questioning your interpretation here, but it seems you are interpreting the significance of the broker non votes backwards. That is. In 2016, the BNV defaults to the management recommendation for approval of the auditors but is excluded from tallying into voting for or against the management recommendation for the Board of Directors. That seems as it should be for the BOD vote.
There is the difference between total shares outstanding and votes represented at the annual shareholder meeting that includes proxy votes. That is about 241 million votes less 189 million votes or about 52 million votes that were not eligible or represented. Perhaps, that is throwing your math in a different interpretation?
Is there something in your example that indicates otherwise? An excerpt from what you referenced is pasted below.
Best wishes and IMO.
KT
From the SEC filing after the annual shareholder meeting in October 2016.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were 241,456,721 shares of our common stock (as of the record date of August 19, 2016) entitled to vote, of which, 189,392,033 shares were present in-person or represented by proxy, representing 78% of the total outstanding shares of our common stock entitled to vote. The final voting results of each proposal are set forth below:
Proposal No. 1: Election of Directors
The Company’s stockholders elected each of the four nominees named below to serve on the Company’s Board of Directors until the Company’s 2017 Annual Meeting of Stockholders. The votes were as follows:
Nominee Votes For Votes Withheld Broker Non-Votes
Carlton M. Johnson, Jr. 57,399,752 27,378,626 104,613,655
Steven W. King 65,652,304 19,126,074 104,613,655
David H. Pohl 58,484,286 26,294,092 104,613,655
Eric S. Swartz 59,341,217 25,437,161 104,613,655
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2017.
The votes were as follows:
Votes For Votes Against Abstain
170,301,899 14,251,990 4,838,144
Note that the auditor vote tally above includes the Broker Non Votes with "For".
Also the Board vote withholds the BNV from defaulting into "for" or "against". the company recommended candidates.
All the tallies give no standing to shares "not present or represented by proxy".
Horselover, if we need to wait out the current leadership team a month or two before we get to vote the proxy, I wonder what the Ronin poster team is going to do to "entertain the troops"?
Curiously, posters are speculating there will be a pps increase both if Ronin wins the proxy battle and if the current PPHM team brings home a Pharma deal. It seems easiest to just wait for some real news while the Ronin advocates advise all to burn their white cards.
Best wishes and IMO.
KT
Westjtter, your points make sense. Thanks for sharing. They also suggest we might be in a holding pattern, awaiting news from Tustin into early January, depending on when and if a Pharma deal becomes announcable.
I have done enough backgrounding to give myself a sense of what is going forward since the February/April 4 million share short and cover. Who ended up with that many shares? It is there for all to sort out, if they care.
It seems hunkering down to enjoy the Holidays without giving PPHM/Ronin too much diversion is in order.
Good luck to PPHM longs.
Best wishes and IMO.
KT
Bidrite, can you explain further? I looked at the SEC filing link you provided and it looks to me that the broker non votes function the opposite of what you characterized.
In the 2016 ASM vote, the Board of Director vote item 1 and BOD compensation vote item 4 did not include the broker non votes in the for or against tallies. The Board compensation was fairly close to being rejected in 2016, but was still approved without the Broker non votes being applied.
Best wishes and IMO.
KT
Bigbro, only "useless" to those who may wish to avoid revealing an agenda within that short. For those considering how to vote their shares, it is part of due diligence.
Some party(s) opened about a four million short position in February and closed same by end of April. A lot of significant PPHM events occurred around that window, including emergence of Ronin with about that size of a position. 9% is about 4 million of 45 million shares. Odd trading with all the reverse split dynamics. Odd trading and emergence of a Board takeover initiative and overcompensation decision from Judge Laster, etc.
Best wishes and IMO.
KT
Holotawoopas, Funny....
Why does the short position and pps shift over that period matter? Lots of reasons, or maybe not at all, LOL.
Reasons like how the February through April period in question sandwiches around the change (delay) in the Halozyme orders that were a focal point for PPHM needing to announce it would not meet its goal to become self funding for research using Avid revenues.
Perhaps, because the short appears to have suppressed the pps at a critical timing for PPHM management needing to trigger the reverse split to retain NASDAQ compliance. That RS made for a lot of disappointed PPHM investors, it seems...
Perhaps also because the magnitude of the short interest that was covered roughly aligns with the size of the Ronin position in PPHM (more fuzzy).
Also, this unusual short interest shift sandwiches around the period when Ronin let it be known that they want to take control of the PPHM business plan by inserting its Board candidates, which would have allowed opportunity for some in the know to play with the announcement through trading.
Also, the short brackets the timing when the two investors filed the complaint with the Delaware Chancery Court. Who would benefit from that if they were short?
Odd coincidences like that are all part of what I consider as I assess how I want to vote my proxy, presuming there ever is a date announced that establishes the vote.
It will be interesting to see what shares are considered eligible for voting (shareholders on record date) when the vote finally gets announced. A recent post of Delaware Chancery rules suggests that date can still be in flux.
Best wishes and IMO.
KT
James and All, as part of the what came first for PPHM, the chicken or the egg? analysis, let's consider what events are roughly coincident with short interest increasing aby about 4 million and dropping out by 4.4 million shares between February 14, 2017 reporting and March 31 Reporting?
How does this "sandwiching short interest" activity compare to when PPHM publicly announced to all investors how the delayed Halozyme sales was going to push $10 million in sales from posting in their Fiscal year ending April 30, 2017 into the next quarter?
Curiously, before the emergence of the 4 million share short position, the pps was only half of what the pps was trading at when the short position was mostly closed. That seems backwards for what a short would want to do ((establish high, cover low). within that trading window was the emergence of Ronin's position and PPHM's clean up of their last ATM authorized shares. Trading volume suggests something of trading significance was getting underway around February 9. I bold highlighted a couple other high volume days where, for reference, I have copied in the closing prices for the period.
Best wishes and IMO.
KT
NASDAQ PPHM closing price
Date Open High Low Close / Last Volume
04/28/2017 4.1523 4.3399 4.1299 4.3091 98,360
04/27/2017 4.0739 4.2874 4.0599 4.2321 144,349
04/26/2017 4.1299 4.1929 4.1299 4.1306 104,509
04/25/2017 4.0739 4.1789 4.0739 4.1369 110,218
04/24/2017 4.1089 4.1642 4.0214 4.0865 123,644
04/21/2017 4.0704 4.2223 4.0676 4.1299 231,539
04/20/2017 3.9199 4.1782 3.9045 4.0669 325,854
04/19/2017 3.7974 3.9885 3.7288 3.9199 199,533
04/18/2017 3.719 3.8275 3.6609 3.796 112,563
04/17/2017 3.7421 3.9724 3.6399 3.8233 342,982
04/13/2017 3.7799 3.8373 3.3634 3.7659 684,844
04/12/2017 3.8989 4.0599 3.8569 3.8569 230,897
04/11/2017 4.3259 4.356 3.8849 4.0249 462,310
04/10/2017 4.5079 4.5114 4.3273 4.3273 170,375
04/07/2017 4.4449 4.5352 4.3077 4.5079 204,749
04/06/2017 4.5499 4.5499 4.3574 4.4799 133,901
04/05/2017 4.3553 4.5499 4.3406 4.4449 162,620
04/04/2017 4.4155 4.5289 4.3399 4.433 372,687
04/03/2017 4.5499 4.6199 4.3049 4.4589 388,127
03/31/2017 4.5499 4.6199 4.4799 4.5779 334,587
03/30/2017 4.6899 4.8859 4.5499 4.699 434,248
03/29/2017 4.8859 5.0399 4.8306 4.9629 135,441
03/28/2017 4.9804 5.0399 4.8845 4.8999 246,696
03/27/2017 4.8845 5.2485 4.8313 5.0875 326,999
03/24/2017 4.7543 5.0392 4.6031 4.9398 431,627
03/23/2017 4.8138 4.8292 4.4799 4.7347 217,957
03/22/2017 5.0539 5.0553 4.6899 4.8138 303,524
03/21/2017 5.0049 5.1099 4.9356 5.0126 287,248
03/20/2017 4.8999 5.0574 4.776 4.972 351,884
03/17/2017 4.7599 5.0399 4.6199 4.9034 677,780
03/16/2017 4.8999 4.8999 4.6199 4.7837 213,008
03/15/2017 4.8299 4.9699 4.6899 4.8908 374,359
03/14/2017 4.8439 4.9699 4.3399 4.9699 957,944
03/13/2017 4.5849 5.4179 4.5499 5.3395 910,060
03/10/2017 4.1999 4.5842 4.0249 4.5569 474,902
03/09/2017 4.5569 4.7249 4.2104 4.2741 598,175
03/08/2017 4.7599 4.8299 4.5849 4.7599 454,373
03/07/2017 4.9699 5.0399 4.8474 4.8502 424,139
03/06/2017 5.0049 5.0399 4.6983 4.9699 762,850
03/03/2017 4.9559 5.3199 4.7039 4.881 2,166,126
03/02/2017 4.1159 4.6199 4.0739 4.5499 1,163,438
03/01/2017 4.3308 4.3539 3.9346 4.1684 996,595
02/28/2017 3.9899 4.2636 3.9269 4.2349 966,468
02/27/2017 3.6126 4.006 3.6126 3.9962 923,899
02/24/2017 3.383 3.6 3.3774 3.6 352,499
02/23/2017 3.7659 3.7659 3.3949 3.5559 573,277
02/22/2017 3.4999 3.7407 3.3949 3.7099 1,065,189
02/21/2017 4.0599 4.1299 3.2199 3.3494 1,697,550
02/17/2017 3.1842 4.6199 3.1639 3.8499 3,854,039
02/16/2017 2.7999 3.1499 2.7649 3.103 798,783
02/15/2017 2.6074 2.7649 2.5808 2.6949 522,964
02/14/2017 2.5969 2.6774 2.5269 2.6095 314,007
02/13/2017 2.5059 2.6774 2.4871 2.5913 758,556
02/10/2017 2.6599 2.6599 2.415 2.4955 536,883
02/09/2017 2.3093 2.5675 2.2694 2.5059 1,199,091
02/08/2017 2.2925 2.2925 2.17 2.261 177,824
02/07/2017 2.2575 2.296 2.24 2.2673 225,524
02/06/2017 2.177 2.2771 2.1231 2.2561 347,341
02/03/2017 2.149 2.2491 2.1 2.1931 511,662
02/02/2017 2.205 2.205 2.1014 2.1693 152,225
02/01/2017 2.1 2.17 2.065 2.17 183,878
JamesGMS, in a sort of "what came first, the chicken or the egg" analysis, I have been going back into the volumes of information CJ has saved along with the SEC filings by PPHM to examine the timeline of events since the 2016 Annual Shareholder Meeting. The remarkable thing with these events is that their interrelated timing would have allowed opportunity for parties involved with the ongoing proxy fight to coordinate actions to steer the set up with underlying drivers.
What events? What drivers?
- There is the known (reported) dates when PPHM entered into PPHM technology collaborations or had study developments reported at conferences.
- Of course, NASDAQ reporting of short interest has a two week lag time and is not necessarily synchronized with the percent daily naked short trading, but dates are known to the day or for a two week look back snap shot.
- The reverse split announcement that preserved NASDAQ listing by supporting the NASDAQ minimum $1 pps.
- Timing PPHM's At the Market placements, price and quantity
- Timing of Ronin accumulation of PPHM shares as reported under SEC 5% position disclosure requirements.
- Timing of the Letters to Shareholders from Ronin and letter to employees from King, outlining the timing of "activist investor" comments, Steven White visits with PPHM management and the Ronin decisions to decline signing of the PPHM Confidentiality Agreement
- Timing of PPHM's shift in their public announcements of Avid sales projections to their reduced sales projections that were citing delayed Halozyme sales.
- Halozyme disclosures to shareholders that indicate that Pharma who may have been in discussions for PPHM technology rights are also the primary customers that would be ordering the Halozyme technology that could translate to Avid orders (i.e. the orders whose delay has been a focal point for management takeover justification)
- PPHM deferring their estimated timing of self funding was also only good to within a few days but is now in a "holding pattern" as PPHM investors are awaiting news from PPHM.
- The lawsuits brought by two shareholders in the Delaware Chancellory Court citing BOD overcompensation.
- Timing of the Judge Laster opinion ordering reduced BOD compensation
- The complaint brought against PPHM management before the SEC and California Attorney General's Office that also cited BOD overcompensation filed after the Laster opinion was released.
Questions about what PPHM management, Ronin, other hedge funds, prospective Pharma partners and PPHM researchers knew when get circular. Again, what came first, the chicken or the egg?
For starters, I post the NASDAQ short interest during the critical transitions. and am now wondering how much shorting depression of the pps during the critical NASDAQ relisting time clock "run down" influenced the outcome. The reduced short interest timing and magnitude is remarkable for how it interacts with emergence of recent BOD control events.
Best wishes and IMO.
KT
From NASDAQ Short Interest for PPHM:
Settlement Date Short Interest
Avg Daily Share Volume Days To Cover
10/13/2017 476,644 208,325 2.287983
9/29/2017 478,794 190,497 2.513394
9/15/2017 538,308 308,582 1.744457
8/31/2017 511,541 161,226 3.172820
8/15/2017 611,297 264,031 2.315247
7/31/2017 431,794 364,053 1.186075
7/14/2017 382,429 639,779 1.000000
6/30/2017 208,202 125,219 1.662703
6/15/2017 208,544 129,996 1.604234
5/31/2017 189,926 116,564 1.629371
5/15/2017 192,316 138,352 1.390049
4/28/2017 157,771 179,434 1.000000
4/13/2017 2,958,690 2,193,322 1.348954
3/31/2017 4,549,826 2,037,444 2.233105
3/15/2017 4,400,207 5,399,751 1.000000
2/28/2017 4,248,849 8,002,008 1.000000
2/15/2017 633,743 2,801,109 1.000000
1/31/2017 1,064,359 1,519,236 1.000000
1/13/2017 788,053 1,561,179 1.000000
12/30/2016 685,465 2,757,968 1.000000
12/15/2016 912,181 2,314,892 1.000000
11/30/2016 646,318 633,378 1.020430
11/15/2016 967,606 775,236 1.248144
Wook, perhaps it is best to "let sleeping dogs lie", but have you or others on this Board looked at the timing coincidences for an initiation of position by Ronin/White relative to their visits and tour of Avid mabufacturing facilities?
Without revisiting all the details, I recall that the Ronin/PPHM discussions where Ronin was offered the opportunity to sign non-disclosure agreements to be allowed to look at what I call the PPHM "Book of Secrets" at timing starting about the beginning of the period during which Ronin was accumulating shares and PPHM was determining whether they would need to implement a reverse split. Additionally, the early Ronin PPHM purchases appear to have coincided with the last quarter of PPHM's Fiscal Year 2017 (April 30) when it was figured that PPHM was issuing the last of their ATM authorized shares. It also coincides within about a month of the timing when two shareholders brought suit against PPHM for BOD overcompensation before the Delaware Chancery Court. The complaints Threes indicated he brought before the SEC and California AG align with the period when Ronin was writing letters to shareholders and the Judge Laster decision was being released.
What I am wondering is, might Ronin have been visiting with PPHM management, touring facilities in a role other than a 9% shareholder activist when talking to PPHM at the critical ninety day juncture of a reverse split, a lawsuit citing overcompensation of directors, PPHM's clean up of the authorized ATM shares and discovery by PPHM that Halozyme was needing to delay receipt of Avid production, deferring $10 million of Avid revenue into the next quarter. Do we have any idea of why Steve White ever went to visit with PPHM and tour Avid for in the first place, if not to explore the Ronin set up for a PPHM management take over initiative? This could be a "what came first, the chicken or the egg" analysis but coincidences associated with exchange of funds running into the tens of millions are worth exploring.
In context of due diligence leading into the yet to be announced ASM, I see it might be worth exploring the prep of a timeline that captures some of that "nexus" of these events, to overlay on the share price history and Steve King "I'm excited" graphic that Ronin released this week. CJ has most of the relevant notes in the yellow stickies, I recall, including when the ATM shares were issued, increasing the overall outstanding shares count. That web page that James references should have the daily percent naked shorting history that might be aligned with the excitement meter timeline along with the other events to fill in a timeline packed with all sorts of excitement, LOL!
Best wishes and IMO.
KT
Bidrite, do you know how much proxy vote lead time needs to be provided? That Delaware Chancery hearing had only about two weeks from first announcement, which I considered short notice considering how I didn't receive my snail mail copy until just days before. Conversely, how much (maximum) delay between announcement and the actual meeting date is allowed (30 days, 60 or ?)?
Regarding Nov 13, if that date carries standing for when it can be timely for bringing suit before the Delaware Chancery Court (as suggested by posters here) it seems that PPHM announcing the ASM and BOD vote by NOV 13 is important for the current management team. If a shareholders meeting has been announced, it is not likely the DC action will be needed beyond hedging against the risk of management deciding to further delay the date after announcing.
Best wishes and IMO.
KT
Corporal, weird? I observe the communication from Ronin regarding King has shifted between their first communication to shareholders and Ronin's latest. King was vilified in the latest Ronin note, citing lack of experience and independence issues with employee King being on the PPHM Board. Yet, Steve King was the manager in the lead role for Avid development, is listed on key PPHM patents and is positioned as the PPHM CEO, a common BOD position for companies. Hence, my observed red flag.
Perhaps, Ronin is considering how to deal with the prospect that Lias and the two other recent PPHM Board appointees receive shareholder support as newcomers, so Ronin needs to argue that King needs to go, along with the three non-employee current BOD members? Lias has already been cited in Ronin communications as being targeted to be let go as Avid President if a Ronin Board majority is elected, so Lias being reelected to the BOD by shareholders is problematic for Ronin's agenda. I suppose that is why Ronin is positioning their proxy card to not allow for parsing out support for individual Ronin candidates?
Anyway, I am considering this and other dynamics unfolding as I consider how I want to vote my proxy.
Best wishes and IMO.
KT
Threes, do you have any sense as to why the ASM and vote has not been announced? The stage has been set for the proxy vote, it seems.
Of course, the management takeover initiative from Ronin can be expected to have the current management team working to preserve their positions and business plan, which can explain delay. Besides news of a PPHM tech new development, I suppose more drama could be added if PPHM is preparing to announce more appointments to the Board in conjunction with the exiting of the BOD members you cited. Otherwise, ???
I certainly hope there is more involved here than PPHM just assembling a larger BOD count before the proxy vote. In their latest letter to shareholders, CEO King has been added to the Ronin list of unqualified/problem managers/directors. That is a change from earlier Ronin communications and a red flag.
Best wishes and IMO.
KT
Threes, you wrote, "To bad not everyone on this board is not aligned with shareholders as well."
Respectfully, isn't it presumptuous to suggest one's views are aligned with the majority of shareholders when a management takeover attempt is underway? For understandable reasons, I observe posts on this board are all over the place with views.
I looked at the latest Ronin note to shareholders and PPHM BOD appointments and am considering the messaging there. I have read through the posts from anonymous posters here. Some of what I have observed has left a positive impression on me, much has not.
Of course, my views are my own, reflecting my due diligence for my investment in PPHM and how I choose to vote the proxy will reflect information at hand and the best investment interests for my family when the vote is timely. I presume other investors are planning similarly.
Best wishes and IMO.
KT
Thanks Patientlywaiting. The naked shorting article link describes the trading pattern, message board communication and "anonymous author article analyst" dynamics experienced by TCLN/PPHM perfectly, but for the exception of PPHM being chided by Judge Laster of the Delaware Court after his determination that the current BOD significantly overcompensated themselves compared to the norm for other biotech companies.
One secondary link suggests that higher trading volume combined with greater than 50% naked shorting is a red flag that the stock is being targeted by hedge fund short interests who are using naked shorting to drive down the pps. So "Duh", PPHM has been posting daily naked shorting percentages above 50% for many weeks and has frequent excursions to greater than 70% daily naked shorting, smothering the period before and after the reverse split and announced management takeover attempt.
Avid revenue, which has been the underlying positive under development over the last decade for hope it will grow enough to enable PPHM to become a self funding research company, has been converted to a negative by becoming the focus for turning PPHM the research company into PPHM/Avid the CDMO that needs to halt research in order to enable responsible fiscal management. The fall back mechanism has now become the only means cited for some shareholder valuation delivery to long retail investors.
Interesting times.
Best wishes and "In my uninformed and troubled opinion".
KT
Thank you James. A couple weeks ago, I saw a post where it was suggested that the percent short sales statistic you are sharing "doesn't mean anything" regarding PPHM trading and share price. Intuitively and considering what the source site suggests, that interpretation doesn't make sense. Can you explain why you see the daily short sales statistics carries significance for PPHM trading?
TIA
KT
Peregr, do you see that Ronin indicating that PPHM has no partnering agreements etc. so the Ronin BOD candidates will address achieving proper PPHM tech valuation once instilled, tells us much?
Another example of where I don't really get what I want, LOL!
Best wishes and IMO.
KT
Cheynew, my view is that reduce "over time" should align with when the to be scheduled BOD proxy vote affirms election of the BOD members, going forward. That is, we know PPHM announced how non-employee Board members already reduced their compensation to align with the DS decision. Now I see that it is reasonable to interpret that "over time" means the shift to $55,000 plus x per committee as has been instituted for new, non-employee Board members should apply to the three previous non-employee Board members if they are re-elected at the timing the newly elected Board is instilled.
I haven't read all the posts here yet (over 100 more to go) to catch up with a reaction to the recent statement to shareholders from Ronin, but I observe that Ronin has not swayed away from their plan for halting funding of PPHM research in the manner outlined in their first letter to shareholders. I am disappointed about how their seeking realization of value for PPHM tech is being left in ambiguity by Ronin again. With the existing Board, we know PPHM announced how they are seeking to license or sell the tech rights such that the PPHM tech development is no longer a drag on PPHM cash reserves and a driver for doing At the Market issuance of new shares.
An interesting survey question number two, i.e. should Ronin have addressed how they will treat PPHM technology value realization in advance of the BOD vote?
Otherwise, I found the Ronin letter to be informative as to their ambitions if their candidates are elected to the BOD.
Best wishes and IMO.
KT
Bigbro, It looked like the sentiment by posters here is that the open market purchase was not necessarily precluding there being material news, depending on nature of the news. I don't know here, but have other investments where insiders have bought shares where news in line with disclosed plans has followed within a few weeks. What has PPHM told investors that they have goals to deliver?
We will know, soon enough.
Best wishes and IMO.
KT
Peregr, thanks for sharing your insight here. It would seem timely for the ASM to be announced early this week, unless that is being delayed for the sake of awaiting news ripeness. We will know soon enough.
Best wishes and IMO.
KT
Bidrite, very much so.
Per your quote: The company is pursuing to license or sell its proprietary R&D assets, including its lead immunotherapy candidate, bavituximab
Clearly, the current PPHM management team is telling shareholders they are seeking to place PPHM in a position where Avid revenues suffice to cover PPHM operating cash needs. Self sustaining status is a major goal stated by the current team. If they announce they deliver on that while bringing in significant shareholder value realization before the ASM, I expect most current shareholders would be favorably impressed.
Is it a realistic expectation that this management team deliver such an outcome to win favor for sustaining their BOD positions? I know I will be disappointed if all PPHM brings forward is enough Board candidates to outnumber the Ronin initiative. My view is seven Board members is too large a number for just the CDMO operation.
Best wishes and IMO.
KT
Peregr, I have gotten used to dealing with situations I don't like, LOL. That is often the substance of life.
I would to go to the ASM and vote a customized card, but that involves traveling 2000 miles... expensive and not convenient. If I thought my vote would make a difference I might attempt that, but being practical, I need to do the proxy and accept the "all or nothing" package that goes with that, I.e. All current management or all Ronin.
You ask who from the current team can bring PPHM value to realization? I want the current team to deliver some meaningful news before the ASM so I don't have to figure that out, but recognize I again may not get what I want.
I am still looking at team Ronin as having committed themselves to the Avid optimization agenda, putting PPHM tech development on the shelf for now. That doesn't mean the Ronin group cannot bring home a deal, but I don't think Steve King alone, grouping with Ronin Board, brings enough continuity for the Ronin team to avoid having to pretty much start from scratch for any deal making. The Ronin team has by their choice, not yet looked at the PPHM "book of Secrets" due to hesitance to sign that confidentiality agreement. I view that as a Ronin team handicap for bringing home a Pharma deal, regardless of the merits of the PPHM tech, unless the deal includes a negotiator team ignorance discount.
Good to know that those who show up can customize their vote. Perhaps, the larger retail shareholders will show up? That 1000 +/- retail shareholders group I suggested are the tie breakers would, per history of ASMs not turn out in large enough numbers.
Best wishes and IMO.
KT
Tampa, burning the card is an "all or nothing" option... if that is all I get, then a straight proRonin outcome becomes the higher risk for not delivering anything from the PPHM tech value, which is an outcome I know I don't want. Still undecided.
I want a mix and match of candidates, but apparently, that is not an option. A proxy voter can leave some candidates "Unselected" on the preferred card and in turn, leave the gap to be filled with broker non votes, per what posters write here. Somewhat what CP posted about, but still confusing. And an outcome wildcard I don't like either.
The pps still has not breached the $5.75 range from when Ronin established their 9% position, so it seems like the hand of other parties is still influencing the pps, or that is an echo back of Ronin influence. I am still watching for some news that can make the vote choice clear. No meaningful news before the ASM will leave me disappointed about this management team, but I still have misgivings with a hedge fund taking management control.
PPHM management also disappointed me by not clarifying that all the Directors would have their compensation set to the $55,000 etc. as soon as they are elected to the Board at the ASM. There should be no transition game in play as we vote the proxy.
Best wishes and IMO.
KT
Exwannabe, Thanks for the clarification. You wrote:
"Per SEC documents and rules, that has never been the case the the Ronin card is all or nothing. Just like the "White" card you can specifically withhold... On neither card though can you mix-and-match. That is an issue with the laws that are super pro-incumbent."
That still leaves the point posted earlier today that the latest proxy card received is the one that gets counted (makes sense). Then the post about withholding votes on the white card affecting the balance of the vote from the other card since not voting completely for the candidates on the card would create an avenue for broker non votes. (Is that Correct??). Wouldn't that work both ways?
I am still confused on this (my first experience with a Board takeover attempt.). It seems like it boils down to an all or nothing vote for existing management or Ronin but for Steve King being potentially carried by both the management and the Ronin card-- and non votes meaning ? -- what.
Can there be any crossover if one likes some candidates from both sides? You clarified, no. And withholding a vote on the white card translates to a broker non vote from the "white card" . In an earlier post, someone pointed out the Ronin card isn't set up that way (vote is for the Ronin candidates as a group?, i.e. all or nothing?). Still confusing.
Or perhaps, I should just not be looking to this message board for info.... LOL. That is, just wait for the proxy instructions as they show up and go from that.
Best wishes and IMO.
KT
Bidrite, Have you confirmed that Ronin's card is being sent out as "all or nothing" now that they increased their candidate count to six?
My own preference would be to look at the qualifications of the Board candidates, noting that PPHM has five non-employee candidates plus their two employee candidates (Lias and King) and Ronin is offering six candidates. The earlier vetting of Ronin candidates has raised some issues of concern, so if practicable, I would like to be able to pick my favorites from the lot.
Best wishes and IMO.
KT
Geo, time is running out for the expression of Pharma interest while working with this BOD, either way. The current BOD may not receive the benefit of the doubt for this proxy vote, absent there being substantive information. If the ASM meeting and proxy vote happen without there having been some clarifying news, interested Pharma will encounter a wild card for negotiating tech rights. They will either be connecting with an invigorated, reelected current BOD augmented by two members (7 total) or encounter a wild card of negotiating with Ronin Directors, who may or may not have designs to sell quickly to a competitor. If Ronin is the honest broker seeking best value for shareholders, any current parties that have been talking to PPHM can expect to lose any negotiating edge they think they developed as they are put back in the pack to start over.
When there are confidentiality agreements associated with business negotiations, communication of the nature you suggest can create cause for litigation. We share holders don't get to know the underlying reasons for the delayed annual shareholder meeting until hindsight comes in focus, perhaps not even then.
Please note that I am not seeking to persuade you on anything here, but you did direct your questions towards me so I am sharing how I see things.
Best wishes and IMO.
KT
Geo, I think my most recent post responds to what you are flagging here. With Ronin on the scene and the unusual delay in the annual shareholder meeting announcement, I don't expect that the PPHM current BOD team gets a "life extension", absent delivering on something substantive before the proxy vote. That is why I am expecting announcement of a new development. Otherwise, why wait on the ASM (other than the extraction of another paycheck or two under the status quo, which is petty)?
And Chevy, yes Ronin has pegged themselves as having advised long shareholders that they think the PPHM tech development has failed and is worthless, both in their letter to shareholders and SEC filing and through those anonymous message board posts providing their feedback and suggesting how investors should call Steve White and hear for themselves.
Best wishes and IMO.
KT
Geo, you raise some reasonable points here that blend in some of the uncertain situation speculation. I put a segment in bold and underline:
"If they have created value I would like to hear about it. I wish we had a better group then a hedge fund wanting control. However, it appears we do not and I would like our current guys to speak up and tell me why they deserve to still be there and paid top dollars."
I speculate there is a group(s) more than a hedge fund like Ronin wanting control, perhaps Pharma wanting the PPHM technology rights for their own or desiring to see the PPHM tech continue floundering so it does not compete with their products.
Despite the voluminous negative posting to the contrary, PPHM has brought forward news of shareholder value development. They include the ongoing research collaborations, growth of Avid sales to over $50 million annually in about eight years and various study results, including subsets of information showing value from the halted Phase 3 study. Of course, translating this to stock price appreciation requires PPHM sales of product (Avid sales do this), Pharma deals and the like. We also know that it typically takes a dozen years for promising tech to move from concept to commercialization that can mean going it alone or partnering.
Now PPHM has reinforced publicly that it is their intention to be a pure play CDMO with Avid growth their focus, selling PPHM tech rights and partnering with Pharma for commercialization of the PPHM technology. That aligns the current BOD and Ronin objectives in the same realm except for PPHM delivering realized valuation of the PPHM technology that Ronin suggests is worthless.
I am hoping that we hear from PPHM that they accomplished something in this realm such that we don't just find our wait for the annual shareholder meeting was for PPHM to lock down that seventh BOD candidate. If a seventh candidate is all we get to show for the long ASM proxy vote wait, I will be among the disappointed investors and will be looking hard at what the Ronin Board candidates bring to the table.
Best wishes and IMO.
KT