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It's time for Dr. Zamora and Nathan Haas to address the shareholders. I mean live via Zoom, responding to questions, when they release the Q4 report, which should be sometime in the next couple weeks. Doesn't need to be confrontational or unpleasant. Not at all. There's no reason for it to be, if they just do the basics.
These guys have been appointed to lead the Company, we know very little about them, and it is time for them to come out from hiding and talk to the people who own it. We need to know what is going on and the reasons for all the changes in the past year. If nothing else, corporate leadership must at least acknowledge our existence. Lack of communication is a great way to foment misunderstanding and mistrust, which are the basis of all sorts of human unpleasantries, from wars to lawsuits. It doesn't need to get to that point. They created this bleep show of ambiguity -- they need to fix it. Now.
So Jack and Nathan, just do the right thing. Address the shareholders. Then we can all get back to discussing the science and business possibilities.
Yeah, that's the Armageddon scenario. I can't imagine they would actually try to do it, and I'm very confident that the old guard wouldn't even consider it. The new guys? -- Who knows. All I know is they have gone dark with communications, and their unnecessary silence about legacy shares is turning what should be a frustrating but benign situation into something potentially very serious, professionally and personally.
If they are/were even toying with such ideas, I do hope they followed the Elizabeth Holmes trial. If they think for a split second that they will get away with wiping 20 million shares away like they didn't exist, they are going to learn a very, very hard lesson.
Literally all they need to do is address the issue briefly but clearly in the Q4 report. Nobody is going to hang them because they are talking about what appears to be an unrealistic IPO, and that is delaying a much simpler Form 10 re-entry to equity markets. But we do need an audited share count immediately, and we need assurance that whatever form this takes, legacy shares will not be adversely affected. That's literally all we need -- all I need, anyway. And the longer they refuse to do it, the closer they get to facing lawsuits.
You raise an important issue that I think I discussed briefly at some point. In 2018 when they reorganized and moved to commercialization, Jim Musick essentially traded all of his uncompensated time from prior decades for 20 (25? - I forget) million shares. Evans and Tonrey (who might or might not still be there) also received shares as part of 5 year contracts. This more than doubled the share count at the time, which wasn't a big deal because the share count was still fairly low. So, yes, the fortunes of these key players are all tied to those shares -- and those shares have no more standing than the shares that were delisted. This fact more than anything is why legacy investors have hope that investors in most delisted companies do not have. If VB tries to play games with the legacy common stock, it will affect the former officers as well. And I don't see that happening.
There was a brief line in a document somewhere (maybe the corporate presentation, maybe a subsequent stock offering) that might be the key to all of this uncertainty. It basically said that the investment is not for people who require liquidity any time soon. Which could be interpreted as "we're off the public markets for now, and we really don't feel like dealing with public entity requirements any time soon, so don't expect to trade your stock". Which would make sense, except that they went ahead and started paying auditors.
My best guess is that there was some disagreement among the key players on how to approach this, which would explain why they all refuse to communicate with shareholders now. I suspect that Musick and probably Evans felt some obligation to the legacy investors, and were sincere in their early statements about prompt relisting. And I'm guessing that changed abruptly when the new CEO & CFO took over, and they probably decided to stop the presses, and that VB should start acting like any other promising biotech working toward an IPO. The problem is, they were already public, and there are already 20 million shares floating around out there in brokerage accounts. And they refuse to address the status and plans for those shares. And that's the problem. Something changed, and they refuse to explain it clearly. They need to make a definitive statement about those shares. The longer they wait, the higher the probability that they expose themselves to actions that nobody is going to like. So, as I've mentioned, the Q4 report will be very important. It needs to clarify what is going on -- calling it a "shareholder letter" is kind of a joke otherwise. Except this isn't a joke.
Well, they updated their home page today, with a tweaked description of their mission, and a slightly updated version of their pipeline. If I read between the lines (which is all we can do, given that they no longer respond to inquiries from legacy investors), I'd guess that some investment banker told the young dreamer Nathan that they needed to tighten up their image a little bit further. And I'd guess this is the first step. Now they need to revise their corporate presentation, as I suggested they do months ago.
I take this as a positive step -- if nothing else, it tells us that something is happening. But, again, it's all irrelevant to me until they make a definitive statement about legacy shares and when they will be tradable again.
@grandslam... Well, it better be by late January, which is the traditional time frame. They've had plenty of time to restructure and adjust to the change in leadership. The auditors have had plenty of time to do their thing. The shareholders have patiently awaited some resolution and solid information. And time is just about up.
There is obviously some game-playing going on here. The new officers need to cut it out immediately, report on time, and address the legacy shareholders directly and unequivocally. I hope they understand that this is much easier and cheaper than answering questions through a discovery process. This isn't a game -- failing to carry out fiduciary responsibilities is serious business.
@Dirk… Well, I hope they do the right thing. To be clear, I am not a day trader. I have never sold a share of VODG. It was always an accumulate and hold stock for me. So it’s not like I’m chafing at the bit to sell the shares. But after almost 15 years of waiting, I do want that option sometime in the reasonably near future.
I always respected what Dr. Musick was able to accomplish on a shoestring, as well as his willingness to communicate. But he isn’t running the show anymore. The CEO is some dude who runs a dermatology practice as his day job. And as far as I can tell, the new CFO is some overly ambitious young guy with unrealistic visions of an IPO. Neither of them communicates. Neither responds to very basic and fair questions. Nobody will explain why they are paying auditors, but still don’t release audited results to shareholders -- and don’t seem to be in any hurry to return to the market.
Despite all those red flags, everything will be fine if they clearly address the interests of legacy shareholders in the Q4/FY2021 report. I don’t expect sudden miracles on the business side – this always was and remains a highly speculative play. I understood the risks of them being delisted, as they prioritized limited funds for a number of years so they could invest elsewhere. Frankly, I was fine with being off the market for a year, if that meant positioning the business for greater success. Fine. But now they are breaking promises and going dark, and that isn’t fine. The new officers are tossing shareholder good will into a bonfire, for no reason. It has to stop, and it has to stop by next month. The interests of legacy shareholders need to be addressed directly, we need an audited share count, and we need a timeline and realistic plan for returning to the equity markets.
It’s not in anyone’s interest to start paying lawyers (except the lawyers). I’m not asking for a whole lot here. Let’s hope they understand that, and we can all get back to being excited about their technology. But, yeah, the longer they refuse to do these very simple and very basic things, the more mistrust they breed. And there's a point where there will be consequences for that choice. They can't just ignore 20 million shares in limbo.
@PaPound... Thanks. I saw it when they announced it.
TBH, it's all BS to me at this point until they clearly articulate exactly when and how their shares will return to public trading, and exactly how legacy shares will be affected. Including audited share counts, not shoddy, weird pseudo balance sheets attached to quarterly shareholder letters. And JV-grade corporate presentations.
Until they do these things and step up their game with shareholders, I really couldn't give a rat's behind about their business initiatives. None of it matters if I can't trade my shares. I'm tired of the uncertainty, and I'm suspicious of their recent lack of responsiveness to legitimate inquiries (believe me, I've tried). The shares have been in limbo for 14+ months now. That is way too long -- if they indeed take the legitimate interests of their legacy shareholders seriously.
The Q4/annual "report" in January will be a very big deal this time. If it's the same, evasive BS with the shareholders, then, unfortunately, this whole thing is going to become adversarial. And that would be a shame, as it is totally unnecessary. I don't expect miracles, but I also don't expect to be ignored or to have my legitimate interests dumped into a black hole indefinitely. If the new officers think they can play it this way, they're going to learn a difficult lesson next year.
Final thoughts for a while, with FY21 now over... At this point I can’t say I have any decent idea of where the VB situation is going. They are not communicating. They apparently pulled their Facebook page, which increasingly was mostly unanswered pleas from legacy shareholders. Corporate leadership has changed substantially this year (Zamora, Haas, Mosessian, etc.). I have no idea if these folks can be trusted -- not saying they can’t, I just don’t know anything about them. Apparently they prefer anonymity for now. The promise of refiling with the SEC in Q4 is obviously unfulfilled and withdrawn. Their IPO / major stock exchange hubris from the (still unaudited) Q3 letter seems out of step with what they actually are. They just filed what I can only assume is a larger preferred stock offering, with no public mention of it, no response to inquiries and no clear indication of how it does or does not relate to IPO plans.
In short, there are too many questions and unknowns here for me to continue to speculate. I hope and expect – for everyone’s sake, including theirs -- that they respect the interests of legacy shareholders as they proceed into 2022. Timing-wise, some sort of resolution to this almost has to happen over the next 6-18 months. For those of us who have held significant positions for many years, it seems to me that the end game has begun, at least in terms of getting a good sense of what this company is and can be. The upside is as large as it has ever been. But new unknowns and new leadership are exposing risk to those who saw potential in years past. And I have no way to evaluate that risk anymore, short of flying to Golden, CO.
And so my work here is done for now. It was good to follow and document the developments after the delisting last year, and speculate a little based on new information. Hopefully folks have found it useful, and the company sees that people are still watching. But with so many variables now, and so few answers, speculation has become a fruitless waste of time. I will continue to keep my eye on it, but I am disinclined to comment further until a value is once again attached to my position. GLTA.
A couple additional thoughts... First, I was able to see the latest filing that I referenced last week. It is a debt offering, as opposed to stock or options. That means bonds or preferred shares or something like that, not common shares. It shows 3,000,000 sold and 7,000,000 outstanding. It's not at all clear to me what this is. They need to clarify immediately.
Here's a link to the SEC filing.
Second, they are not responding to E-Mail and communications through their site. I don't want to over-interpret that. They are probably very busy, and it is possible that they need to be careful about the information they release as they prepare for re-entry into public markets. I get it, but they still need to issue some sort of statement to legacy shareholders to calm fears. You can't just go private for a year, change course three times, change leadership twice, release haphazard, unaudited letters with shifting plans that raise serious questions, raise money through preferred stock and debt instruments (one of which is new and murky), stop communicating on social networking vehicles ...and expect shareholders to not get antsy.
Finally, to your question about legal responsibility dg33, they can't just screw legacy shareholders, nor do I think they want to. Even if they did, it would be very difficult to accomplish without inflicting collateral damage on insider shares that were created to convert debt to equity -- e.g., Jim Musick's stake in the company, which represents a career's worth of work. The shares exist and will continue to exist unless they declare bankruptcy. The problem is they are worthless until they can be traded, or some entity makes a formal offer to legacy shareholders. I wouldn't rule out the latter, if things get interesting. There could be interests out there who would like to consolidate ownership, and see an opportunity to do that pre-IPO. They won't get my shares short of an offer north of $10/share, but I could see a lot of shareholders happy to sell for less than that. You never know. But until they re-enter the markets or some offer materializes, our positions are worthless. And they need to do something about that. DO they have a legal obligation? No. But they are bleeding good will right now, and they need to understand that.
@dg33... If you mean the float of the common stock, I don't know, but I believe it has to be about 21 million shares or a little less. They've been reporting 46 million total shares of common stock for awhile, pre and post delisting. That was up from 21 million prior to their restructuring for commercialization in 2018, when they converted a lot of debt to equity. So, presumably, at least 25 million shares are now held by insiders (I don't have the time to put the pieces together from shareholder letters). This excludes the preferred shares that they created to raise money over the past couple years -- I think that will add about 12 million shares to the total count, but who knows. Of course, until we see an audited report, it is difficult to be precise about any of this (there have been obvious errors in some of their unaudited quarterlies that were corrected later). It's time for them to release an audited report that clarifies all of this. They paid the bleepin' auditors, so the reports have to exist. I think it's time for the shareholders to get copies.
Re new stock (see prior post), I want to know what's going on. Maybe it was in the Q3 report and I missed it? It makes no sense to issue new stock to raise more capital privately, if they are sincere about doing an IPO next year, as explicitly advertised. They have enough cash for operations, as far as I know, and revenues are beginning to ramp up -- if nothing else, the $2 million from European Wellness will begin to kick in soon. If it's not for a fantasy IPO, are they issuing new shares just to distribute to insiders (current or new)? Geez, I hope not -- that would be a signal for legacy shareholders to act. I guess we'll see soon enough. OTOH, if it's for an IPO, then it's a smallish IPO (7 million shares), which would be fine by me. My gut is saying that $35-50 million dollars is probably about right for their current status and near-term growth needs, if they can sell the shares.
They filed a Form D with the SEC today (i.e., issuing stock). I am having some difficulty finding it in formatted form, but the raw data from the XML document imply that they are issuing 10,000,000 shares of stock, of which 3,000,000 are sold. That sounds like they are expanding what they did last year, but that is a guess. Not clear how this is or isn't related to their noise about an IPO.
Don't take this as gospel yet. It isn't on their web site. I have no idea what it means or doesn't mean at this stage.
@BlueAndBlack...
I'm not 100% sure what you're referring to -- either my specific point about their horrible communications or some broader point about the company's legitimacy or general outlook. If the specific point about communications, I've been complaining about that for years. It's horrible. I'm considered a very good writer in professional and personal circles, and I find it seriously painful to look at what they call professional communication. It has been that way forever.
For a long time I just chalked it up to the likelihood that Dr. Musick had to do it all himself. or, at the very least, they did not want to invest in communications. Which was OK at the time. But not now. You can't tell tall stories about planning to be a quarterback in the NFL if you're a skinny accountant who has worked behind a desk for 20 years. Similarly, you can't tell tall stories about planning big time biotech IPO's while publishing the JV garbage that they're calling a corporate presentation. Let's get real and stop insulting the shareholders.
If you were trying to make a broader point, no, I'm not completely down on VB. I think they have done legitimate science, have developed legitimate products, are pursuing legitimate markets and have raised legitimate funding to stay afloat. That's all good stuff. I remain hopeful. But they absolutely cannot get away with avoiding re-entry into equity markets by tossing around big talk about unrealistic IPOs. Yeah, I am calling BS on that, and they need to do a little better if they expect relationships with legacy shareholders to remain non-adversarial.
@grandslam... No. I actually followed up with a detailed, page by page critique of (& set of recommendations for) the corporate presentation -- which, IMHO, is not ready for prime time and needs to be removed from the web site until it's fixed. Certainly not ready for a dog & pony show with NYC investment banks. I don't know who they think they're kidding. They're good people with a great medical technology and a lot of promise, but their communication & marketing veneer are backwoods level. These are not "$300 Million Biotech IPO" quality materials. At this point I'm tempted to offer my services to them to vet all of their communications and get them to baseline professional quality. It's incredible to me that people with such a compelling story to tell don't take the time to tell it properly. I mean, just look at the photos of Musick & Evans. My lord, what are they thinking?
Anyway, no, I have not heard anything. I suspect that Evans is doing other things these days, having moved from CFO to Chairman, Perhaps he isn't looking at E-Mail as much. I should just call him. I hope they haven't been sold a bill of goods by the kid who they just named the new CFO, as if this kid is going to sell big time investment banks on a company like this using a presentation that is poorly organized, incoherent in places, and suffering from major typos. I'm still rooting for them, but I want a realistic path back to trading in a time frame measured in weeks and months, not years. And I can't see how that can be anything but an OTC listing, as they promised pre-Zamora when they were delisted. If they're going to start talking major IPO, I need to see a heck of a lot more than what they have put on the table.
I've sought clarification on their new stated objective of an IPO with a listing on the NYSE or NASDAQ. Upon further reflection, my concern with that is they are nowhere near meeting the three year income requirements that these exchanges maintain. IOW, it isn't clear to me how they could do an IPO any time in the next three years that leads to one of the big exchanges. So much can happen in that period of time, and I’m growing weary of waiting. They promised a prompt return to the public equity markets over a year ago. They need to follow through with that, or at least provide a solid timeline to legacy investors. They just seem to be getting way out over their skis with this. I hope that they can provide some clarification. Personally, I’d prefer that they do a smaller Reg A+ IPO to an OTC market sooner, vs. waiting forever for a larger IPO that might never happen.
@Potse... First, sorry that you sold. I certainly did not expect this. I've always assumed that mainstream investors -- certainly large & institutional ones -- viewed the stem cell realm as the center of biomedical sleaze. But who knows, maybe Mesoblast and Athersys are changing that perception, along with obscure, real-deal scientists like Jim Musick.
For my part, VB always struck me as the serious and decent stem cell startup in a sea of charlatans, with a good and decent (former) CEO who obviously believes in what he is doing and responded to his shareholders' inquiries. So I just kept accumulating. It's all too easy to toss yet another $500 at something when you get 2000+ shares in return. And that happened frequently for me over the years. I did briefly think about dumping it just prior to 2018, but then they suddenly got serious about commercialization, and I figured I'd waited this long, I might as well see where it led. As my perceived odds of a significant return improved from 1% to 10% to 30% to -- dare I say -- now maybe 50/50?, it seemed silly to take my chips off the table just as things were getting interesting. Even if the CEO was utterly ignoring his obligations to the equity markets.
At this point, it does seem like good things are more likely than not, if the investment bankers take this seriously. Your point has been my fear -- that there could be manipulations / shenanigans available that could effectively shut out legacy investors. I was less concerned about that with the original team. With the serious pros now getting involved, the radar is beeping loudly. I am not an investment professional, so I am out of my league when it comes to imagining such things. This is why my initial reaction to the authorized share count was pretty visceral -- any such change makes me suspicious. But I then realized that they can't issue new shares in an IPO unless they authorize them, and there is no realistic way that an IPO for a company like this could include half a billion shares anyway. So I don't see the authorized share count as the vehicle to defenestrate legacy investors (I mean, who cares if they issue another 50 million shares, if I get to sell mine at $10 too?). But that doesn't mean there aren't other mechanisms. And I won't feel good about things until I've liquidated my position at a significant profit.
To argue against my prior post for a second... They almost certainly authorized the new share count to provide the flexibility that would be needed for an IPO. An IPO won't issue anything close to 500 million shares, but it will need to issue some. And they were pretty well maxed out before. Any realistic dilution would pale in comparison to the exit opportunity that any real-world IPO share price will present. I can't imagine it would be any less than $5/share. Biotech IPO's average $15. And let's face it, anything in that range is the windfall that we old timers have been seeking with this company. Your legacy shares will essentially become cheap, pre-IPO stock options, except you already own the stock. Bring it on.
Q3 is out. I scanned it. There are many good things on the business end, but, honestly, it’s all noise to me at this point. The major takeaways at this point for me are (1) that presentation that @Potse found is not an anomaly. They are clearly looking to do a real IPO at this point and are aiming for a listing on a real exchange (good luck with that, but who knows…), and (2) this is where legacy investors probably get screwed, to be blunt. There is no specific mention in the text, but the balance sheet now shows 500,000,000 authorized shares of common stock rather than the 50,000,000 that has been the case. Unless this is a misprint, it means that they quietly increased the authorized share count by a factor of 10, while of course protecting the recently issued preferred stock. They could only do this through a shareholder vote – not sure if/when that happened, but they need to disclose that if this is not a misprint. If it’s real, then it is, frankly, sleazy of them to slip this in without mentioning it. It would mean that they are officially jettisoning their historical commitment to keeping share count low and protecting legacy investors. Now, “authorized” is not “issued”. If they go through with a real IPO, managed by a real investment bank in NYC, the bank will determine the number of outstanding shares, based on various factors (and I can’t imagine they could come remotely close to issuing half a billion shares while setting a non-laughable share price). But I can assure you, protecting legacy investors will not be a factor in that calculation. In sum, this is no longer Jim Musick’s party. It’s a tiny company transitioning into the big bad world of serious biotech. I’m confident that your legacy shares will not be worthless, but you can probably expect substantial dilution if they return to the market via an IPO rather than simply refiling a Form 10 (there is no longer any discussion of the latter – I assume that is off the table). OTOH, I have no idea how legacy shares might be handled. It could actually turn out to be a golden opportunity for legacy shareholders to divest at highly inflated IPO prices. And I would personally avail myself of any such opportunity the second it became available.
@Potse... I think your sentiments are reasonable and understandable in general -- generally speaking, it is irresponsible for a publicly traded company to do what they did. But I think they just had limited cash, even having raised some. COVID hit them hard in 2020, as it shut down their two cash-positive businesses (DVCStem and Infinivive). They're on a five year commercialization plan that started in 2018, with key contracts (e.g., Evans, et al) expiring in 2023. The clock is ticking, and my sense is they needed to spend money strategically to get some traction in key areas. E.g., I get the sense that they have essentially bought their way into the FDA with a key hire, who I'm sure didn't come cheap. And I'm guessing the Fitore and Infinivive transactions were planned for a while, and are essential to building corporate brands that will in turn create value (which will mean a lot more in future M&A scenarios than uncontrolled vendor relationships). And in the end, I think they figured that tending to those and other key business issues at a fraught and delicate time was more important than keeping a penny stock ticker afloat for day traders. And if I'm right (big if), I think what they did becomes more understandable. But as I've said many times recently, it is well past time for them to state exactly what the plan is for legacy shares held in brokerage accounts, and how those shares will fit into the refiled equity structure. Their failure to do this clearly and specifically is pissing a lot of people off at this point, and they need to fix that situation now, not later.
@Potse.. Great find, thanks! I stopped looking at much of their site. They rebooted their SEO process recently, so I rely more on Google searches to see if anything has changed. I’m guessing that this document did not make it into that mix immediately.
In any event, I would generally agree with your analysis. I don’t know that the revocation was incompetence or avoidable, as much as a specific decision to not allocate limited resources to auditing, and a willingness to accept the possible consequences. But, yes, I agree that they subsequently decided that a shuffling in leadership was necessary as part of a greater plan. And part of that was the realization that they didn’t need the complexity of refiling with the SEC immediately, and were willing to bet that legacy shareholders wouldn’t take any action against them. I suspect the initial plan to refile immediately was from Musick, as I think he feels more of a personal obligation to investors (if you’ve ever communicated with him, that comes through). I’m guessing that idea changed quickly as they formulated a broader, longer term plan. That’s OK, but they need to make a specific, strong statement about the expected status of legacy shares in brokerage accounts after refiling, and the number of outstanding shares on an audited basis. People want to know, and the company owes them at least that much. I think people can live with timing and delays if they are assured that their shares are safe, particularly given that they are now aggressively commercializing and have a solid plan.
As for the document, I like what they did. I’m not really sure why they put it on their web site, since it specifically states that it should not be distributed. I’m assuming they used it for recent fund-raising and failed to edit it for public consumption. Would not be the first communication faux pas for them, certainly. The document also clearly states that investment in VB is not for those who require near term liquidity. I don’t want to over-interpret that, since, again, I suspect that some of the document was written for prior fund-raising. The “Going Public” heading is now under “2022 Expected Focus”. FY? CY? Sure sounds to me like you are right, and this won’t happen until the next calendar year.
Share status aside, for those who view this company as pure speculation, as I always did, their recent posturing is interesting to say the least. They clearly now think of themselves as in the same league as better known stem cell and biologic companies, with the potential for a future billion dollar valuation. With rough legacy share counts in mind, that is something on the order of $20/share. Which is well beyond what even optimists like me ever expected. That is, they are aiming big now. I’d still bet heavily against them achieving that kind of valuation, but as I said, this was always a pure speculation play for me. So as long as my shares recover their status after refiling, I intend to let them ride, as they say in the casino.
Today is actually the day I would expect Q3 to appear, as it is a year to the day since Q3 2020, and they often drop releases on Thursdays for whatever reason. Anything after today is late, AFAIC. It's time for them to provide a date certain for filing the Form 10. I like these folks and the progress they have made, but enough's enough. They're tying up investors' money now. It's time to be straight with the shareholders.
The Q3 report did not appear last week, so I do expect it this week. Per prior posts, I expect that this one will offer the clarity that legacy shareholders deserve, with a schedule to resume OTC trading. Anything less will be a serious disappointment, and a shift in patience and tone. But I remain optimistic that the news will be specific and positive.
Q3 should tell us a lot, good or bad. I expect it will be out this week, but we'll see. Telling us that Form 10 will happen "in and around" Q4 isn't going to cut it, seeing as we are two thirds of the way through Q4. I expect a lot of good information on recent deals and acquisitions, which would be great. But, in the end, as long as legacy shares show $0 in brokerage accounts, all that happy stuff doesn't mean a whole lot. It's not like they are going to be declaring dividends anytime soon.
The Q3 report needs to supply a real timeline for publicly held equity, and connect the dots to legacy shares sitting in brokerage accounts. If they fail to do this, the patient and pleasant posture that many of us have been maintaining is going to erode quickly. 2020-21 was a necessary transition in difficult times, but it's time to pay less attention to internal stock & acquisition deals and more attention to the public shareholders.
Well, I like to keep things real, and it's hard to blame people for being frustrated and pessimistic. After all, the outcome when a security is revoked is rarely good. But I think there is also room for optimism. For example... They were able to raise some operating capital without much problem... Recent press releases suggest a company with a real plan... They wouldn't be paying auditors if they were not serious about reinstatement... And the CFO and CSO are generally responsive if you contact them directly.
None of those things, and a number of others, make any sense if the company isn't serious. I think it is more likely that they realized early in the year that their promises shortly after being revoked were unrealistic. They have been saying for months -- publicly and in private correspondence -- that the Form 10 would be filed "in and around" Q4. I don't know what that means specifically (they probably don't either), but I take it to mean that Q3 results will be out shortly, and they will provide more concrete info at that time. They almost have to, with Q4 now two thirds over.
So far this year, they have been doing more or less what they promised (after adjusting the promises from last year, at least). They need to deliver on the rest of it now. And we need more visibility and some reassuring statements from the new CEO, whose invisibility isn't helping. If they don't do these things, or if they come up with excuses to push the refiling to next year, then, yeah, at that point I think your sentiments begin to get legs.
@Dirk, the company info on this site is incorrect, possibly because the company has not filed anything with the SEC in over a year (which presumably will be changing very shortly). They named Jack Zamora the new CEO early in 2021 and made Dr. Musick the Chief Science Officer. It's in their 2020 end of year letter/report, as well as on their Facebook site. I could speculate about why they did this, but I have not directly asked about it, nor have I had any direct communication with Dr. Zamora (I think I sent him an E-mail once, which he did not return). But I think it makes all sorts of sense to let Dr. Musick focus on what he does well, while making the face of the company a younger, more aggressive, media-friendly personality with some international chops. I just hope that we can trust him the way I came to implicitly trust Dr. Musick. We have not heard much from him in 2021, and I hope the Company understands that his silence / absence is not building confidence within the legacy shareholder community.
Glad you enjoyed it dg. While I posted it just to maintain some entertainment value while we wait, I do feel optimistic about things. I appreciate that legacy shareholders (including me) are a little uneasy with a new CEO who isn't saying much, and we won't fully believe that we will be whole until the numbers reflect that in brokerage accounts, But we have no indication that the situation will be otherwise. The most recent (albeit unaudited) balance sheet includes the legacy shares. They can't just vaporize them, at least not without declaring bankruptcy. And they have not indicated any intention to do do anything weird. Reverse splits can happen, but they specifically told me that there would be no such thing. The only thing they have done is some reasonable and understandable dilution, which was clearly necessary to remain operating through COVID. So until I see otherwise, I am assuming that my shares will be intact when trading resumes. And if they aren't, someone at the Company will have a lot of splainin' to do.
Prediction time. Here’s what I think will happen in the coming months. Just to clarify, (a) this is based on complete guesswork, and (b) I am an awful prognosticator. I’d suggest doing the opposite, like the Seinfeld episode. But I’ll give it a whirl anyway. First, we will see Q3 shortly. Among other things, it will announce the filing of Form 10 in October. We will resume trading sometime in December. There will be a rapid sell-off in the early days, which will present a final buying opportunity as a penny stock. Market makers and folks like me will gladly absorb the shares, keeping the price between .25 and.50. After this initial reshuffling of ownership, the combination of news and strong demand in at least two key sectors (the DVCStem business and Infinivive), in conjunction with the media activity of a more aggressive CEO, will begin to drive interest in the stock. I expect it to see $2 - $3 by Q2 of CY22. From there, FDA-related news will either push the stock into the $6-$7 range or cause it to fall to a dollar or so temporarily before gradually recovering. If FDA news is positive, and if we finally see some real news from the Patent office, then I would expect that the M&A rumor mill will begin to churn, potentially driving the share price to $10 later in the year. If there is no news on the FDA or IP fronts, but revenues continue to look good, then I’d expect the stock to be at $4-$5 by the end of CY22, with the quarterlies becoming a factor in price volatility. The market capitalization at that point will be in the $200+ million range. That doesn’t mean the company is really worth that much, but I believe this is how the market will value a small biotech like this that has survived for decades and is now executing both in the market and in the domestic regulatory realm.
Obviously, this all speculation and storytelling for the fun of it. It is just as possible that they drag their feet, we’re still not trading in January, and, when it does resume, market capitalization remains south of $10 million based on P&L fundamentals and continued general skepticism toward stem cell technologies and the charlatans who promote it irresponsibly. But I see that as less likely at this point, simply because I think the brands and revenues alone will demand a share price over a buck as we get into 2022. Whether that can morph into full recognition as a legit player in the biotech space, and the type of performance I alluded to earlier, is an interesting question. We should have the answers in the coming months though. Finally.
Historically, they report Q3 at the beginning of the last week of September. I think it was a week later last year. So I expect a Q3 report in the next 10-20 days. I assume it will include a firm commitment for filing the Form 10, as that is the next thing on their stated agenda. I do think we will get that commitment. If we don't, my patience will be wearing thin. Their initial stated schedule for this (i.e., last January) was obviously a reach, but a year should be plenty of time. They need to release legacy shares from their current prison and return them to trading ASAP.
@grandslam... This was an "accumulate and hold" situation for me over at least 12+ years. After a few years of buying shares now and again, I kept seeing more potential, and for me it just evolved into the go to place for very high risk $ (i.e., play money). Since I've been sitting on the shares for a long time, without selling any, a year of no trading had very little practical effect. For me, this is about a large (> 2000%, IMHO) return that I now think is more likely to happen than not. The main anxiety of the past year is that the value of the shares in brokerage accounts remains exactly zero. And until that officially changes, the promises of the company aren't worth the E-Mails and press releases they're printed on. They've done a lot of good things, and they have mostly executed on promises. So I am hopeful. But now it's time to file the Form 10 and give some love to the legacy shareholders. If they fail to do this in September (or October at the latest), without a very good reason, I'm going to be very disappointed and probably a little angry.
Acquisition news. Link below. I think they had mentioned this possibility before, so this mostly just confirms it. I think it's a net positive. But part of me does view it as "inside baseball" shenanigans, which doesn't thrill me (e.g., one way to view it is "new CEO scores almost 6 million shares in exchange for what amounts to a little known brand and a web site"). But in the bigger picture this cleans up some loose business ends that had to be dealt with. And if the two brands do succeed, they will add significantly to overall VB shareholder value. Of course, for that to matter, we need to get back to trading. It is time for a Q3 report and a date certain for the Form 10. We have been patient. It's time to throw a bone to the shareholders.
VB acquires Infinivive and Fitore
Some brief Form 10 info...
The next step for VB is to file a Form 10 with the SEC. This is a necessary, but not sufficient, step to return to public trading. The Form 10 goes into effect 60 days after filing. So if they filed it next week, for example, it would go into effect in early November. If VB lives up to its public promises, as I expect it will, the securities that it registers with the filing will integrate all legacy shares with shares created in the past couple years to recapitalize and clean up debt obligations. The result will be a less fuzzy share count, hopefully in the 50 million or less range.
Once in effect, FINRA has to approve the shares. I have no idea how long it takes. Part of that is finding market maker(s) to handle the stock, as the market makers are the people who apply to FINRA for the ticker. I have to assume that VB has a pretty good idea of who that might be, having been listed before, and based on the fact that they already identified the target OTC exchange last year. Once approved, I am not entirely sure of the nuts and bolts of how legacy shares sitting in brokerage accounts are rebooted to the new ticker. There must be a procedure for that. But I expect that the result will be legacy shares reactivating in brokerage accounts under a new ticker, with an initial share price TBD. After which, I would expect some temporary volatility and perhaps a brief buying opportunity. But that is conjecture. It will be a time to exercise extreme care as a trader.
Bottom line: At this point I will be very disappointed if this is not trading again before the end of the year, with all legacy shares intact. We shall see.
@Ernie... Yes, that is the CUSIP for VODG. God willing, it should show up with a tradable symbol again this fall, as their Form 10 filing is imminent AFAIK.
Their new web site has placeholders for stock information, SEC filings, analyst coverage, etc. So they are clearly moving in that direction now.
Their new web site is up. I haven't looked at it in detail yet. But I like the look. I assume (without any knowledge) that the next things we will see are Q3 results and a press release about filing the Form 10. No clue what order those will occur. But I am feeling good that they are following through with the stated plan.
@grandslam... FWIW, they told me last week that they are wrapping up Q3 reporting and will be moving on to filing the Form 10 with the SEC shortly, as promised. I have no reason to doubt them -- this is what they've been saying publicly all year. My only criticism with this issue is, as we all know, they put out some garbage at the end of 2020 to the effect of refiling in January 2021. I suspect that was done in haste, before or during the reshuffling of personnel, without a master plan in place. My guess is things settled down and they came up with a more rational plan for recovery that considered the full business situation. Basically, it made no sense to refile with the SEC while their business was dormant. It made more sense to wait until they could re-establish a tailwind. And I think we're seeing that now with the FDA study, key hires and consulting relationships, the European Wellness deal they just announced, and the recovery of certain core businesses now well underway -- with more news to come soon, I suspect. All that said, I'm not going to be entirely comfortable with this situation until I see a value associated with my shares in my brokerage account, without any reverse splits or other shenanigans. They promised that no such things were being contemplated, and publicly stated that the new public equity structure would include legacy shareholders. I have no reason to doubt them. But I want to see it. I accumulated a significant position in this company over the years, and I expect it to be intact when this episode is over. But I completely agree that it needs to happen soon, and I think they understand that. Otherwise, why pay the auditors?
Some news. I have no idea how important the specifics are. What I see mainly is (a) a new, significant revenue stream, which bodes well for investors in multiple ways, and (b) the apparent fact that another organization looks favorably on their FDA ties. If that sounds odd to you, join the club. Something is up with that. I can only guess that the person that they hired earlier in the year as a liaison must be for real. In any case, I suspect that this is likely the first bit of news in what will be a very, very interesting fall. Stay tuned.
Something is up. They are activating old stories on their web site over the past 24 hours. There are reasons why they might do that -- it's not random. There is typically some sort of news after this type of activity. I expect that we will have some clarity pretty soon, along with a return to trading, as promised. We shall see.
Q4 begins next week -- the quarter targeted to return to trading, after almost a year of limbo. It's time to get this ship out of port and back into the fray. It would also be nice to get an update on the FDA trial. Hopefully someone in Golden, CO is listening.
@dg33, I do not pretend to be an expert in all the paths that corporations can take. Others with more expertise in the seamy underside of corporate stock manipulation would be better sources of possibility. I can only comment on what I know and what I've been told. Last year, when I asked some very poignant questions about their $3.5 million round of fundraising, the company stated to me very unambiguously that there would be no reverse stock split and that the path to wiggle room that I was worried about with the new shares did not exist (I saw a potential path where new shareholders might effectively be able to vastly devalue older shares). Unless they are just lying -- and they have never lied to me -- I see zero indication that they have any nefarious plans to attempt to devalue older shares, other than the usual dilution that one normally sees when a startup goes a long time without making money.
I would add three observations to this:
First, I think that they think they are going to be profitable fairly soon, and are expecting a major inflow of cash next year from offshore activities (for starters). Everything they are saying (and have done for many years) points to a company that is trying to keep the share count as low as possible while bootstrapping its way into profitability. If you look at what they did ca. 2018, and subsequently, you see a company with what amounts to a five year plan to get its financial house in order. They cleaned up the financials with Dr. Musick, and hired the people needed to build a small but first class manufacturing capability. In the past year, they sucked it in and raised the money required to carry out the balance of the plan. To me, the delisting was something that they saw as a possibility, but basically viewed as a "so what?" kind of thing -- i,e., "We're in the middle of this five year plan, and we don't really care whether we stop trading for a time in the middle of it. Why the heck should we divert valuable resources to an accounting firm right now?" And I believe that to be true because I think the insiders at VB expect to make a LOT of money when they get to the end of the plan -- none of them are looking to jump ship while the destination is still in sight and the company is making great progress toward it.
Second, and very simply, how could the company actually do what people are fearing, short of closing shop and starting over with a new equity arrangement? I know that's a naive question, and that's why I would welcome the input of more knowledgeable, experienced people. Whether the company is public or private (it is effectively private right now), it has an equity structure. They can't just burn shares unless they do a reverse stock split (which would affect the insiders as well, and would serve no purpose). All they could really do is some sort of dilution that is somehow structured to benefit insiders. But I have no idea how they could get away with that, and even if they did, the lawsuits from people like me would shut them down.
Third, and finally, I have grown to trust the people who run the company. The big exception to that now is Zamora -- whom I have no reason to mistrust, I just have had no interaction with him. Most small startups don't answer the phone and respond to E-Mail like the people at VB do. They answer questions quickly and directly. That is not how people operate if they have nefarious plans to steal your money. I am comfortable that what they are doing is on the level. Now, to be clear, this doesn't mean that they will succeed with the SEC, or that the SEC won't draw out the process. That's out of VB's control. But assuming that goes well, and they can find market makers willing to deal in the stock, my expectation is we will all hit the market with our equity positions intact.
Per prior post, the Q2 report is available. The one weird thing is some sort of $600K+ stock settlement that they made with a former executive. I have no idea who or why. That aside, the company seems to be executing on its plan for the year. Revenues and business opportunities are reviving. SEC plans are still in place for Q4 (which begins in a month). If anything, Q2 numbers were significantly better than I expected, not that I really care about quarterly numbers at this stage. The DVC Stem business is reviving and should be surging by later in the year. It sounds like they might buy the Infinivive business from Zamora (a little unsettling to me, insofar as VB cannot become Zamora's personal plaything for cash transactions, but we'll see -- perhaps it's a good move that just further solidifies the pieces of the business). They seem to be expanding the offshore business to other facilities, which I expected. There was no mention of GIOSTAR that I could see. Which makes me happy, because I never understood that initiative.
On the COVID front, they are now 10 for 10 on treating patients, with a lot of additional related possibilities. But reporting on the clinical trial is a bit vague for my taste. Perhaps they are still enrolling, I'm not sure.
Reporting on IP was the usual vague BS -- patent applications abound, but no patents granted yet. That side of the company's activities is getting old. After they make up with the SEC, they need to see what they can do about moving these applications along, as the formal IP is vital to shareholder value down the road.
I've left a lot out, as I don't have time to regurgitate the entire report. I remain bullish. When we hit the markets again later this year, I suspect we will like what happens -- they will be returning to the public space as a legitimate player and innovator in the space, with financing and real revenue streams. As opposed to just being a quirky little research lab run by a smart dude with no concept of commercialization, with no budget and no concrete next steps. It's a totally different world now, and I think the wait for this to modestly break out will likely be over in the next 6-12 months.