Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
I know it's a mute point now, but we ARE an accelerated filer. That they "are" was NOT a rumor, that they "would file" the 10K on the 16th, may have been.
Ask yourself this: If ECIG is not an accelerated filer, then why did they file the "NT", a.k.a. "not timely"?
I was very skeptical about an "accelerated 10K"...
(I kept asking about this rarity)
These filings are extremel yrare and are usually at the request of the SEC.......
Understand where the rumor of an accelerated 10K came from and consider the source.....
Lets let it go...
To be clear, I'm NOT saying it is an issue or anything. Just stating that additional BOD changes will need to occur and I think it's funny that some people think the dismissals were done to save money!
Many times board members are removed to make space for replacements who are some kind of new "partners or investors"...
Regarding the 10K, some people are misinterpreting the word "accelerated". About a decade ago, the SEC decided to "accelerate" the filing requirement by making companies above certain float amounts file quicker than they used to.
I suppose the thought was with a lot of money on the line, ie a higher public float, if a company was shady they couldn't hide something. Make sense?
It has NOTHING to do with ECIG management!
Re: The BOD
This leaves:
Brent Willis
Craig Colmar
David Karp
James Geiskopf
Just to add, for anyone thinking they are in a rush to uplist, this also means we do NOT now have enough board members! NASDAQ requires a minimum of 5, with 2 or 3 (don't recall), being "independent". I don't know if any of these current are considered "independent".
They "will" be adding to the board...
Looks like he fixed $150mil IPO statement an hour or so ago. I swear it was in there earlier, sorry...
Article also said they raised $150mil last year in IPO & got O'Neill name wrong... Maybe it was a "high school paper"?
They can't release a PR of the voting results "before" the meeting when people can vote "at the meeting". Not to mention the "paper proxies" post-marked or whatever as of mid-night 3/9. Add to that the confusion of how to count votes for shares that were "flipped", bought, sold, whatever around the 26th of January.
I could be wrong, but I expect to hear NOTHING tomorrow reguarding the vote! It could take 2, 3, 5 days or whatever to tabulate, especially if it is at all close. Could be the wine talking right now?
A PR "before" the meeting to release "results" of what?
I wouldn't be surprised if we hear "nothing" tomorrow. I assume most of the count is electronic, but what about the "mail-ins" and votes at the meeting? Also, are there any issues with all the buying/selling around and after the cut-off date? I would think they need to be 100% accurate before releasing anything.
Not quite the same situation, but Vapor Corp. recently had a "special meeting" regarding their proposed merger. Total OS is less than 20 mil shares. This was their timeline:
Meeting Date: 02/20/2015
8k to release vote: 02/26/2015 (8k had vote counts ONLY, no other details about the merger)
8k to announce merger completion: 03/05/2015
They took 6 days just to release the vote count!
Just saying...
I just checked the box on my AVS System. There are NO dates of any kind, "mfg., sell by, best by, exp." etc.
The user manual inside the box states: "Each V-Tank stays fresh for approximately 1 year".
How would they know?
Thanks, guess I should have added that I don't think we'll be blind-sighted! Just noting that the "number of days notice" is TBD...
I don't know where the "20 day" thing came from, but I can't find it anywhere? I scanned the Pre/Def 14 filings and other stuff.
According to "OTC Markets" and FINRA, it is "10 Days". HOWEVER, like everything else, it appears anything is possible. The rule states that "FINRA" must be notified 10 days in advance. I found nothing saying "shareholders" must be notified. Also, the maximum fine for a company that splits the same day as they notify FINRA is $5k so not a big deal, other than being sneaky and NOT shareholder friendly.
http://www.otcmarkets.com/learn/otc-company-reporting
A Company's Obligations on the OTCQX, OTCQB and OTC Pink Marketplaces
Corporate Actions - SEC Rule 10b-17 requires all OTCQX, OTCQB and OTC Pink companies to provide timely notice to FINRA of certain corporate actions, including dividends, stock splits, reverse splits, name changes, mergers, acquisitions, dissolutions, bankruptcies or liquidations, at least 10 days prior to the record date. Companies who fail to report such corporate actions in the required time may be subject to fines up to $5,000. For more information, see FINRA's Notice to Member 10-38. For further details, contact FINRA’s Operations Department at 866-776-0800
http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p121988.pdf
OS as per IR email received on Thursday, 3/5:
I believe the shares outstanding reached the 300m limit.
(don't shoot the messenger...)
I was "one of those people". I also said I didn't expect or get anything concrete. Not sure what's being implied?
I started buying at 1.23 in November. Avg is now .09
Do I feel stupid for not taking some profit at .18/.19? Yes! Haven't sold ANY & I'm feeling the pain now too. What do you want from me?
RE: Woops. danoneill@ecigcorporate.com
Double woops: dan.oneill@ecigcorporate.com
I emailed IR 2 days ago to follow up on a previous conversion regarding the vote & OS status. Said I was concerned about TA being gagged and wanted to know what current OS is and if the company planned to "un-gag" in near future.
Asked if they knew the RS vote AND if they had enough votes for a quorum, since last Friday I was told there was concern reaching a quorum.
Didn't get a reply so I sent a follow up today and got a brief reply, pasted below:
I do not know about the transfer agent.
I believe the shares outstanding reached the 300m limit.
I can't comment on the vote count (one of the reasons for this is that shareholders can change their vote up until the meeting date, and only the last vote counts.)
I believe the company will issue a news release following the meeting which will discuss the vote results.
He did not answer "quorum" question, I sent a reply asking for it & have not received a reply.
I bolded part of his response above. I did that for the people who think the vote is "done", one way or the other so now management can do whatever they want, sort of. They know we can change our vote so I think they released the 8K when they did, only because they "had to".
Other than the 300 limit "I believe", vote aint over till it's over, and PR after meeting stuff, there isn't much here...
What's your point? I was simply answering questions (attempting to) regarding delays, lockups, share availability, etc...
Vapor Corp. announced 1 for 5 RS Oct 2013
Filed DEF 14C 12/9/2013, Said RS before 12/28/2013
Filed S "something" after close 12/26/2013 saying "we split".
Opened 12/27/2013 at new post-split price. I think there was about a 30 minute delay of trading at the open? Volume that "day" was a bit low, nothing special.
Next trading day, after weekend, volume was totally normal.
No idea how/if shorts were effected?
No "lock up" of shares based on when purchased.
Whole thing was smooth & transparent.
If it makes you feel any better, I'm a buyer at 1.23 3.5 months ago...
Re: Also, their press release also says that they have reneogtiated with 85% of the senior note holders, but what percent of the the $$ does the 15% of those note holders that are remaining represent? It does say "note holders" not notes. Maybe I'm reading too far into it, but to me, it is unclear.
I noticed that too right away but never bought it up, guess I was chicken!
Agreed, another reason to vote for the RS.
Do you ever get the feeling of excitement in someones voice when talking with them? Thats the feeling I got from Don.
Yep, I got that too, just didn't get (or recall) a couple of the other comments you mentioned. Maybe I should have kept my mouth shut and just let him talk!
Re:
Sound like a reverse split to immediately sell more shares
Obviously the following is not exact wording:
I specifically said I was concerned an RS would immediately restart the continued dilution into oblivion.
Response: I'm not sure if you've been involved with an RS before, but they are not doing it for the typical reasons. The company needs capital for increased distribution, inventory, deals, etc. And, with a higher PPS, it will be easier to handle any remaining debt.
IMO, his response was a strong "no" to "dilution as usual". I know some think all the debt as we knew it has magically disappeared, and maybe it has, but my gut says "some" remains.
Pretty much agree it was a "neutral" kind of thing but the conversation had a positive "feel" to it. (I know that makes me sound like an idiot)
I was hoping to hear something that I knew I wouldn't/shouldn't but if I did, I might be more concerned that it was bs!
It was positive that I sent the email to Phil & Dan and within 2 hours I got a reply from IR saying "Dan wanted him to call me".
Also, if true, I think many of us learned they have not yet received enough votes!
I can only go by what he told me regarding the quorum. Was kind of funny though that was his response when I asked "how" the vote itself was going? Maybe too many flippers in & out to vote or care about it?
BTW, since he implied they knew how many votes have been cast, I "assume" the know the YES/NO count?
Fair statement, don't know what I was expecting? Thing is, if there was something "positive", he couldn't talk about it but it was a "positive" conversion, if that makes any sense?
His main (only) concern seemed to be receiving enough votes for a quorum.
I reached out to management via email on Thursday (Phil Anderson & Dan O’Neill). My goal was to get their attention while letting them know I consider myself a somewhat serious, knowledgeable, concerned investor who was looking for some information. The text of the email I sent follows:
Gentlemen,
I am a current investor in the company. For weeks now I have attempted to sign up to receive all investor related materials; Annual Reports, Press Releases, Financials, via email thru the “Investor Resources” page on the company web site. Apparently this option is not functional? As a former IT professional I find this quite discouraging. I personally view this like a company who “doesn’t answer their phone”.
With everything else going on right now with the company I must question how much this should concern me? If you are not able to fix it, I would suggest removing the option and providing another method to make the request.
Due to the recently filed “DEF-14A” I want to make sure I receive any subsequent filings with additional information as to why I should vote to approve either proposal. I currently hold 405,000 shares, where 397,000 are eligible to vote but not yet voted. Since you have not provided any details regarding the “preferred shares”, specifically the voting rights, I cannot vote in the affirmative for that option. I would like to vote “yes” for the reverse split, but I need some assurances the newly available authorized shares as a result of the RS will not immediately be used to dilute us back into oblivion.
Do you plan to release “anything” before March 10 that would convince me for approval? Do you have a projected date for when the 10-K will be released? Is there anything you can tell me regarding my concerns?
Sincerely,
Within a couple hours I received a reply from Don at the Piacente Group (Investor Relations) stating “Dan O’Neill asked me to speak with you”. I set up a time for Don to call me on Friday. He called me promptly at the specified time.
For the record, he basically said the kind of stuff you would expect. There was NO grand-standing, hint of “big things” to come, etc. The thing he said most is “I’m limited in what I can say”. I was afraid he would almost be reading off a script so when I thought that started, I did my best to get whatever I could. It was at least a 10 minute conversation so I obviously can’t quote anything verbatim. I’ll do my best to offer “my opinion” of what he was saying. Keep in mind I think to some degree we “all hear what we want to hear” so I tried to be cognizant of that.
MOST IMPORTANT thing I heard:
Q: How is the RS vote count going?
A: I’m not sure about the actual numbers, the CONCERN is receiving enough votes for a quorum.
Sounded like they are not on track to receive over 50% of eligible votes. He kind of blew-off the RS itself. This would explain the multiple requests for our votes.
I flat-out asked if management had a pre-split PPS in mind or a split ratio they were leaning toward (not really expecting an answer). He more or less blew-off the question and said they need the split to provide capital for the business to go forward. IMO, they are NOT considering the PPS right now with regards to an UPLIST! Said something about that would be 2 or 3 quarters down the road.
He couldn’t/wouldn’t comment of the amount of remaining debt or the status of the balance sheet but implied the “primary” reason for the RS was NOT to immediately resume CD dilution.
I said I could not vote for the AS without knowing the details regarding the preferred shares and he didn’t seem to care.
I said there were rumors of Q4 revenue being in the $40 mil range and he went nowhere near my comment. I also said I knew if the RS were approved it couldn’t happen for about 20 days after the vote which would coincide with 3/31 earnings. He kind of laughed like “I was on to something”. I told him a brief PR to say when earnings would be reported along with a revenue estimate would go a long way in shareholder confidence to vote for the RS. I also said “surely as of today they must know the Q4 revenue”. He said he would “pass along” my suggestion but they may not know actual revenue yet due to distributor deals.
I asked if there would be a PR announcing Phil’s official start & he implied “no”. When I asked about a PR regarding debt restructuring progress he said something along the lines “a PR has already been issued about Phil and that they were working on the debt. Another PR would not be issued unless something was complete”.
He was not aware of the web site issue but agreed with me and said he will look into it. Said he thinks that was left-over from the previous PR firm and had to do with the “IPO”.
I mentioned the connection to “Atlantic Vapor” and the predicate product. Let’s just say he laughed at the idea that ECIG would be shelling out any money here.
Don't want to throw cold water on things, but...
1) Last year they announced year-end earnings by now. I was expecting a statement with yesterday's release at least sayings earnings will be released next week. It makes me a bit nervous that they didn't, maybe I'm not alone?
2) The merger is NOT complete! It has only been voted for. It could actually still not happen (even though I doubt that very much). The proxy stated they "expect to close in the first half of 2015". Also said either party could cancel if not closed by "MAY 15". I take that to mean May 15 is the target date, which is also when they typically announce Q1 results, so we could be looking at another 8 - 10 weeks of "nothing".
Would be happy to be dead wrong and have them announce next week that they closed!
I'm not sure if this is the comparison you are looking for, but it could also help for those who choose to think this is a "can't miss, no risk, life saving, to the moon industry"? How about a company that manufactures, has patents, sells online and thru 60,000 retail locations, electronic cigarettes, MJ/CBD oil vapes, hookas, US made nicotine liquids and nicotine vaporizers?
Last summer they did a 1 for 5 RS and uplisted from the OTC to NASDAQ. Sound familar? The stock hit a high of around 10.00 and now trades at 1.30. Their sales plumeted 3/4th qtr. 2014 with the primary excuse being the exodus from e-cigs to vaporizers! They do NOT have the international exposure of ECIG, they are in the US & Canada.
The company is Vapor Corp., VPC*O. Since I sold 20% of my stock in them for a $13k loss and I am holding about $29k in losses right now, I am in NO WAY pumping them! Please do not bash me and tell me they suk, I know, that's why I hold ECIG!
I've probably read 99% of all posts here for the past 3 months (really). That's why I was surprised to see your support for the AS and not the RS, without understanding the result of the RS, until now. I'm NOT trying to sound judgemental, I appreciate your "level headed" opinions!
Assuming 300mil authorized AND outstanding today, and a 1 for 10 RS, the AS stays at 300 mil but the OS would be 30 mil, leaving 270 mil "available".
From the DEF 14A:
The number of authorized shares and the par value of Common Stock will not be affected. The following chart depicts the capitalization structure of the Company, assuming an Exchange Ratio of 1-to-10, both pre- and post-split (the post-split issued shares may differ slightly based on the number of fractional shares), but does not include the effects of Proposal #2, regarding the increase of Authorized Shares:
Pre-Reverse Stock Split
Authorized Shares Issued Shares Authorized but Unissued
300,000,000 246,398,668 53,601,332
Post-Reverse Stock Split
Authorized Shares Issued Shares Authorized but Unissued
300,000,000 24,639,867 275,360,133
Sorry the copy/paste mushes the numbers a bit, but you can see the "authorized but unissued" result, as of 1/26/15 above...
Looks like my PR prediction was off by 24 hours...
Obviously my useless prediction yesterday that we would hear something today was useless! But, just based on their past 4 or 5 qtr/yr reports, they make a brief PR 1 week before the actual release, to give the date of the report. I still think we will hear "something" before the weekend.
Maybe others thought the same and that's why we pulled back today?
Nope, I thought 90 days was pathetic but since its a "year-end" and the size of the company, they get 90 days to file. I looked into it.
I do agree with your post the other day regarding people wanting a "fluff" PR or "news". Can you imagine a brief PR:
ECIG will announce year-end, audited results after the closing bell on March 31, 2015. We are pleased to report record revenue of approximately $xx million. We would also like to remind those investors who have not submitted proxies to do so as soon as possible so that we may continue to execute our robust plan of expansion and dominance of the world E-Cig market, yada, yada, yada.
Yes, "year end", not qtr, due 3/31...
Why are the quarterlies Late?
Because its not a quarterly and it is not late...
I heard they will use the shares "freed up" from the AS, post RS to acquire Philip Morris!
VOTE FOR PEDRO
IMHO, I doubt the recent activity has much if anything to do with MJ. As far as I know, we don't have a big presence in that area
and we are talking about "Alaska", right?
I think its earnings/merger anticipation.
For a while now the company has been issuing a PR about earnings 1 week before the actual release. Last year on 2/19/14 (a Wednesday) they announced the year-end report would be on 2/26/14 and it was.
My useless prediction is there will be a brief PR tomorrow, probably after the close, to announce the year-end report will be out next week and that the merger was approved and hope to close by May...
Thanks for the invite but I've moved from beer to wine.
I won't be selling any shares just yet.
I am greedy and want "free wine tomorrow", and many days after that!
Besides, I am still a tiny bit in the red (not just the wine!)
Party on...
It certainly would be insane. If the FDA rules are implemented as written, then whoever has the predicate product would be able to sell a "substantially similar product". Likely a clunky, POS, cig-a-like that nobody wants. ECIG currently does not have such a product so everything would need to be trashed while they build the new "approved" product. In other words, the entire US vape industry becomes toast.
If we make a deal to pay Atlantic for the rights of the Predicate product and the FDA does NOT implement the rules as they are now written, then we have agreed to pay them a cut of future sales and we can no longer compete on price with everyone else.
Insane indeed...
It certainly would be insane. If the FDA rules are implemented as written, then whoever has the predicate product would be able to sell a "substantially similar product". Likely a clunky, POS, cig-a-like that nobody wants. ECIG currently does not have such a product so everything would need to be trashed while they build the new "approved" product. In other words, the entire US vape industry becomes toast.
If we make a deal to pay Atlantic for the rights of the Predicate product and the FDA does NOT implement the rules as they are now written, then we have agreed to pay them a cut of future sales and we can no longer compete on price with everyone else.
Insane indeed...