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Re-post from the HDVY message thread on Yahoo by MBMoney.
Well, unfortunately I listened to the meeting, and came away with four specific issues:
1. They read some questions that shareholders had asked, which were not at all antagonistic, and simply stated that they had been addressed by HDC in prior communications. Their 'generic' response simply gave the appearance that they went into the meeting deliberately not intending to answer anything, and in my view the approach was less-than shareholder friendly. Not even a little attempt to try answering at a high level;
2. They engaged a research institution, but haven't signed anything. In other words, nothing realistically in the pipeline at all;
3. They haven't executed on any agreements that might help with financing infringement action;
4. The only issue that they addressed with some degree of emphasis was to poke Quirk for his legal actions. Yet, since the world already knows about this, I'm not so sure that was too smart, since they've likely antagonized him even further.
Long and short of it is that there is nothing in the near term that we can expect regarding partnerships or infringement protection, unless something truly comes out of left field. More likely, the only thing we can expect is more drama with Quirk.
In my view, this meeting did more harm than good. The tone of it was anything but shareholder friendly, and the board seemingly wants us to be proud of them for getting the financials up to date. Nothing else has been accomplished, and this was just 'checking the boxes' for the team. Meanwhile, the stock was at a penny yesterday.
[END]
I wonder??? is it possible that some or all of HDC management may have received enough negative votes to push them out?
I must laugh that HDC is proud that they did their 10k...that is like me showing up for work and clocking in...that my employer should be happy....UFReal!
Well George! fine mess you got us into now! Looks like Barney did teach you how to dance, so instead of the Barnhill shuffle we are learning how to do the McGovern Shuffle!
At least we are a reporting company now but OMG, Nothing to report!
As for a merger? The only way to see that actually happening is if we merged with someone else at say 30% to 40% that was able to carry and block meaning they would have control not us. We just don't have enough to do as it takes period. Maybe even as low as 25% would be great (again) if they are able to do what is needed. We could have the best patent or patents in the world but even if some one runs with the ball where are they running? what pattern? who is blocking and what uniform are we wearing? do we have a helmet on? teeth guard, not to mention support down you know where to protect us.
So in short if another player could handle what is needed and can sell tickets too 20% to 25% in a merger deal would be fine with me....but then give me .15 cent share price and I can break even. Much heart ache over the years but this might be settled one way or another real soon?
Maybe they did? anyways they may have gone after someone else or maybe not. Who know maybe a merger? I know wishful thinking as always!
I just looked at the meeting information as I thought maybe go ahead and listen but believe it is too late as it takes 2 days to send a password to the investor. I gather it doesn't really matter at this point in time and besides the audio of the meeting will be available at the HDVY website in about 24 hours after meeting.
..it does appear some of us will go down when the ship sinks to the bottom of the sea so hold your breath.... Oh well gotta go in some fashion.
King Oil...you can see below where Barnhill was sacked/resigned due to the negative vote results. This can very well happen to any or all of our officers or directors. I wonder if the present team is counting on that to happen? Think about that or perhaps Quirk is?
Item 5.07 Submission of Matters to a Vote of Security Holders.
By notice dated June 8, 2012, the Company called an Annual Meeting of Shareholders of the Company to be held on June 29, 2012. Shareholders of record as of June 5, 2012 were entitled to notice of, and to vote at, the meeting.
Under Georgia law and the Company’s bylaws, a quorum must be present in order for any action to be taken at the meeting. The presence of a majority of the Company’s outstanding shares constitutes a quorum. As of the record date, there were 231,299,810 shares of stock outstanding. The Company determined that only 78,494,028 shares were represented in person or by proxy at the meeting. Accordingly, a quorum was not present at the meeting and no action could be taken.
As a quorum was not present, no votes were cast at the meeting. The Company did receive proxies or ballots directing that their shares be voted as follows (although no votes were cast):
Votes Votes Broker/
For Withhold Non-Votes
Maher Albitar, M.D. 66,982,426 11,511,602 0
Curtis G. Anderson 76,195,324 2,298,704 0
Stephen D. Barnhill, M.D. 29,394,877_____ 49,099,151 0
Herbert A. Fritsche, Ph.D. 67,645,618 10,848,410 0
Joseph McKenzie, D.V.M. 75,747,942 2,746,086 0
As a result, the Directors listed above will continue to serve until the election and qualification of their successors or until their earlier resignation.
For the annual meeting, the Company received proxies with respect to the election of directors representing 78,494,028 shares. This is consistent with the shareholders meeting held in October 2010, in which the Company received proxies representing 79,387,294 shares in the election of directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Stephen D. Barnhill, M.D.
Chairman and Chief Executive Officer
HDVY - Voting
Anyone who has "not" received information/email from their brokerage firm(s) or voting proxy (from "each and every" account) that you have let me know I will explain what you need to do.
* all proxy to be mailed must be received by Tuesday the 26th. If you can't get the proxy forms mailed back in time I will explain the remedy...even if you have mailed it and feel it may not reach them by the 26th I can still help you.
It is now time to vote!
Isn't even worth a fist fight between George and Bill...if anything this put HDC to task, to get off their a$$!
...Aside from that providing 3+ years of 10-k filings and using the excuse of the virus to not provide the simple a$$ 10-Q tells me HDC has empty guns.
We just continue to hope and poke so the odds of greatness or should I say a decent rise in share price is dwindling away but as you know and have said in previous message, prior management has hurt us terribly...which includes QUIRK!
Too little to late but I gather George has tried to salvage this mess but doubt that to happen.
I would rather George toss the towel in the ring and wind this up than to bow to the likes of Quirk.
...So I'm out $35-$40k sure beat the past $480k loss...however it was the last of my ROTH which sucks!
....oops! Psychological losses.
We know Quirk real well but who is to say they didn't pay their Attorney's...or at least a retainer?
Quirk was able to do what? Turn the heads of some heavy holders and what has HDC shown us well? not too much! Actually unless they are hiding a Christmas present we have no deals to show for the past year.
It seems Quirk will make money come push or shove and doesn't care how! It also seems as though he is trying desperately to regain the physiological losses & to change the shareholders voting results.
It is hard to believe with HDC finally filing the backlog of 10-K filings as they used the 45 day extension that they now plan on using the COVID-19 excuse to delay a simple a$$ Q-10. How insulting to all of us. That's what I get for not sending George a case of Geritol this week.
In case some didn't remember as I forgot myself that our 1st quarter 10-Q is due tomorrow.
These buyer's and MM's computer software etc will need to strike .0222 in order to get this started now move!...you're burning precious time neither of you have, think a bout it!
King Oil...reference HDVY 10-K filing.
Yes it is a big step for HDC but it should not have been, it is typical business and nothing more. I mentioned yesterday about the filing that was done but forgot to contain the reason but you may already know about what appears to be the missing 10-Q filings. If you note many 10-Q filings you will see where they may say balance sheets not audited. In the filed 10-K the "Condensed Balance Sheets" serves that purpose.
As for The May 27th meeting I will be (previously stated) voting no on everything provided no decent news prior the 27th. It appears HDC has not accomplished anything worth voting yes for.
If things were to turn positive the company would need to announce it "prior meeting" on the morning of the 27th however, if you look at certain SEC filings you may see a May 28th date by a different corporation. Is that why Quirk backed away or did he see there was not much he could do in time for court yet did he do enough to turn heads?
I don't know if you were able to pull down all the court documents and see the exhibit shareholders but if you were one of them and the company hasn't provided how would you vote. This vote that the company wants can be refused depending...I think 2/3 percent so it isn't just numbers. Another thing to remember at this point we are pretty much toast except for a possible buyout or patent fire sale. With increasing the common shares to 900 million shares seems to be a no win situation especially with our management. Our CEO - George seems to be a good guy but we need more than what he can provide so unless a 8-K of substance is filed I'm forced to vote no and the timing is NOW and vital, also look at the insistence of George saying not once but twice that the meeting will be held on May 27th
We could very well be in for the same old nothing or a buyout...so check out the day after our meeting date <---- now "you" go and check it out but know this may not happen. It is a long shot but what else adds up?
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Health Discovery Corporation Opinion on the Financial Statements
We have audited the accompanying balance sheets of Health Discovery Corporation (the “Company”) as of December 31, 2019, 2018, 2017 and 2016, and the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, 2018, 2017 and 2016, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Shareholder meeting instructions
https://www.healthdiscoverycorp.com/shareholder-meeting-information
Well? what the hell are you waiting for 10-K is filed!
Stonemoney...that is probably the exact fact of why rule 4.3 but when adding other indicators into the mix such as things said and not said could mean we may finally have our answers shortly. Did Quirk and HDC come to a deal? Note recent filings, not HDC but the share price hasn't climb if that were true but interesting dates if you look closely.
Big Beef...you are invited.........>
re: He will continue to serve as a member of the Board in addition to his new position. The Board has taken this action in part due to the loyalty Mr. Delmonte has displayed during his instrumental role in the recent turnaround of Health Discovery Corporation and other partnering initiatives.
No corporation is going to promote a director "in part" to COO...note he will also retain his director position. George is trying to tell us something but are we listening?
I get several thoughts when I read the latest 8-k about the promotion of Marty Delmonte . I also get even more thought when I read your reactions to the 8-K. My first bring fear until I read the 8-K over a few time and shake my emotions. I mean we all basically feel we are pretty much dead in the water right?
First positive thought would be HDC has some type of deal but what is meant by that? A deal in what manner?
So it appears “George H. McGovern” and “James Dengler´’ are owed some serious money regardless of anything else going on with HDC. With the court systems as they are they meaning George and James are not about to take the money owed to them at this point unless cleared by their attorneys.
The probability that George as our CEO could very well be short term and on his way out regardless of the promotion of Marty Delmonte to President, COO etc. It would seem to me that George is trying to protect several areas involving encroachment of Bill Quirk but if nothing else it gives HDC a little bit more leverage that Quirk would have to tear apart in order to get to the heart and kill HDC (that is my thought) . Now involving Mr. Delmonte could this be a way of making a gesture of somehow paying him funds due to his past hard work (if we are to believe that) then why not promote him. I mean he isn’t the CEO but rather COO right? Normally would you not think that the president of the company would normally become the CEO if the existing CEO resigns or is forced to resign? As I mentioned prior could you imagine how all this courts business and now the Virus is doing to the McGovern household? Remember George wasn’t going to take this challenge on without Marty at his side. So is George doesn’t plan on offering his resignation then he is just getting prepared in case Quirk is able to force him out. At that point Marty Delmonte will become the CEO.
Thoughts? Where do all the other Directors of HDC stand?
Next? Does George H. McGovern already have a deal involving his removal? If so who will step in also how about existing directors?
I do think about Exhibit B shareholders? I mean you seen as I did who is on the list! So is one of them going to replace our CEO?
What will become of HDC and our remaining patents? I’m afraid whoever takes charge other than Marty will no doubt suck the life out of the remaining blood left in HDC whereas we will get just what we have been getting nothing!
So there you have it anyone have any other thoughts?
HDC might respond to you but will most likely say the filings are in progress. With them giving the name of the Auditing company, possible date started/finished may proof futile. The expense of the back log filings will be approximately $300k ....which of course would require an 8-K
However I hope they tell you so we will know something?
Just doing a few studies I estimate HDC being forced to use their old accounting firm of Frazier & Deeter llc before the prior firm that they used. With that I estimate typically 4 x $80k under the best circumstances to upwards of $420k to complete all filings under all the present condition.
I am really curious on what James Murphy has been doing with HDC financials since April 5, 2017. It would seem he would have everything ready for the yearly auditing firm.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2017, the Board of Directors of Health Discovery Corporation (“HDC” or the “Company”) appointed Mr. James Murphy to the Board of Directors.
Mr. Murphy, age 61, has over 25 years’ experience as a senior financial executive in public and privately held companies in the life sciences and the media and technology industries. Mr. Murphy holds a Bachelor of Science in Accounting with Honors from Villanova University and is a Certified Public Accountant.
...look further at HDC shares moved on the week of 1/22/18 over 18 million.
I'm not sure at all but if HDC doesn't supply the information why would the accounting company have a problem with that. HDC either wants to file or not the accounting company doesn't care they just check over their figures only if the company wants them to. HDC has an accountant and one that knows the public realm so he probably completed the paperwork for it to be certified but they seem to be holding back. George isn't stupid so for some reason they are holding this from Quirk using it on HDC to destroy the remaining bread crumbs.
Just my opinion!
I figure we have approximately $1.2-$2.2 million dollars (max) left after all expenses and taxes.
Other than the $20k bonus I doubt the CEO has pulled his and James expense yet? Perhaps I am wrong?
As for company options it made no sense (prior when offered and now) for directors to have opt them.
My thought wonder about a few things starting with our last Independent registered public accounting firm which was "Frazier & Deeter, LLC.
They would carry a copy of the work they have done for HDC would they not, absolutely they would. It would seem to me HDC MUST use them have used them again being acquainted with HDC business and back records that must carry foreword.
Who is to say some of the records were misplaced? destroyed or pure crappy record keeping? Does HDC - our CEO have all of the records that were generated by Kevin Kowbel? Now remember there was a gap in certified public accounting work, prior to George becoming our CEO.
I'm not really defending these guys but really what got snagged or WTF is the issue with filing the 10-K's? Could it be a scam or is there some type of fuel that Quirk maybe trying to produce to take over HDC.
Remember how tight Quirk was with Kowbel and how Quirk wanted more records then what George wanted to give to him prior all this court mess. Is George hiding something intentionally for the greater good or is he BS! How about Quirk....we already know him very, very well!
So what is it going to be? I still stay ...and I don't know how but stand behind our CEO. Oh! as for my investment yes it sucks as it was my ROTH but I consider it shot to $hit anyways.
Steady_T...yes!
NeoGenomic Corporate 10-K 2/28/20
Legal Matters
The Company was involved in litigation with Health Discovery Corporation (“HDC”) regarding the use of certain licensed technology under a Master License Agreement (“MLA”) dated January 6, 2012 between the Company and HDC. An arbitration hearing took place in December 2018, where the Company vigorously defended its legal rights and remedies pertaining to this licensing dispute. On April 25, 2019, the American Arbitration Association’s Panel of Arbitrators issued their ruling which, in pertinent part, terminated the MLA, awarded $1.5 million to HDC in connection with the claims that SmartFlow infringes a valid patent and that internal use by NeoGenomics was subject to milestone and royalty payments, and awarded $5.1 million to HDC with respect to the claim of lack of development and commercialization of SVM-CYTO. All other claims by HDC were denied.
The Company paid $6.7 million to HDC related to this matter in June 2019. This payment settled all obligations of the Company in connection with this litigation. The Company no longer utilizes any HDC technology.
MBMoney...come on, just maybe there is more to this than we know right now.
HDC would be Very Foolish to still hold any meeting of the shareholders at this point. The way everything is messed up they will now need to file the past filings, Proxy then maybe a meeting in August?
They will now need time for a meeting of the shareholders to actually face these officer face to face. Far too much BS has happened.
They bit their own damn tongue yet we are the ones to feel the pain!
______________
On the assumption of positive news and not filings? Could we possibly have good news yet HDC (again)wants to keep Quirk at bay. These are just a few thoughts but are they worth typing?
Good morning...have you any thoughts such as mine that HDC knew they had to file the 10-K updates but didn't want to give more leverage to Quirk involving the courts, that the SEC filing extension is actually a blessing in more way than one?...however, all this is totally on the shoulders of us shareholders because our CEO did not do his damn job of moving on these SEC filings after we were granted the $6.6 million dollars.
So Good Sport/GB was correct!
Well! no doubt said for many reasons but with looking at the March 20th 8-K that reads as follows
Item 8.01 Other Events.
As previously disclosed, Health Discovery Corporation (the “Company”) stated that it intended to schedule a shareholder meeting as soon as possible, but no later than June 30, 2020. On March 20, 2020, the Company’s board of directors (the “Board”) decided to hold the annual meeting of shareholders on May 27, 2020 in Philadelphia, Pennsylvania. Please be advised that due to the current COVID-19 outbreak, the Company may need to modify the meeting location due to safety concerns. The record date for the meeting is March 27, 2020.
________________________________________
Now today 3/30/20 HDC files an 8-K basically saying on 3/25/20 the SEC was extending filing time due to the virus. I am sorry but the 10-K must have already of been completed but what did the CEO do? he not only used the SEC for the ability of extension which was only used (most likely) to keep Quirk from viewing and using anything within that 10-K filing against HDC and existing officers and directors. Our CEO George McGovern has also kicked our teeth down our throat again.
"So we were played by 5 days what a shame!"
MBMoney, what is clear within the HDC SEC filed documents that Mr. Quirk had 15,696,222 shares but he states he now owns 13,627,888 which is a difference 2,068,334 shares.
MBMoney I enjoyed your letter, been watching all the HDC message threads, did sticky post your letter around 1 pm today. Anyways, when reading exhibit B in the plaintiff's, I recognized several investors, some prior HDC. The first share count was done by me on Raging Bull then later here on IHUB. I see they are still holding some of their shares. I promised long ago to never reveal who they were their positions nor share count. Seeing some of the holders is one reason I will not sell my shares. I am serious but caution is at hand. I want to see the filings in March and then attend the meeting in June. I only hold 200k shares but perhaps this is closure for me, time will tell. Thanks again for knocking a few odd balls out of the park.
In referencing all court records today I doubt the court will grant Quirk his request. I plan on attending HDC Shareholder meeting in June and I am very positive that all past 10-K filings will be completed by the end of March as scheduled. In order to restrain the company as I see things it would hurt the majority of the shareholders. No doubt we need the shareholder meeting but without the 10-K filings it would not serve well.
____________________________________
HDC held a shareholder meeting on 5-17-2016 Mr. Kevin Kowbel was our CEO during that period. At this meeting, it was voted to increase the authorized common shares from 300 million to 450 million shares and our preferred shares from 30 million to 45 million shares. It is clear to me, that the plaintiffs are suggesting that possibly this is not fact according to records? With that being said, didn't Kevin Kowbel see this through, or did he? Did he not amend the corporation’s document with the State of Georgia or perhaps other filings involving SEC?
Yes, Quirk participated in this meeting.
10-Q dated 5-23-2016 referencing the meeting held on 5-17-2016
Note L – SUBSEQUENT EVENTS
On May 17, 2016, the Company held its Annual Shareholder’s Meeting. One of the proposals presented by the Company in its proxy statement was an approval to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000. This proposal received a majority of votes.
King, referencing "Health Discovery Corps"
We have all the legal court documents and yes there are concerns but also see things being slanted too. You probably know as I do that the shareholders meeting held on 5-17-2016 voted in to increase common shares from 300 million authorized to 450 million and preferred shares from 30 million to 45 million. HDC was also give the right to amended series of shares but as most know can not exceed total authorized shares.
Months ago in this thread I stated HDC could not change series but believe I was wrong in stating as such but either way all outstanding shares regardless of common and series must not exceed 450 million.
testing K-e-v-i-n-123 pop goes the Weasel testing 123 testing 123 that is close enough for a smile.
This is a testing board, testing 123, Stop tracking me idiot!
HDVY, total monthly shares for the month of November, including today are as follows.
Total shares traded _________ 901,337
Total shares short Vol _________742,426
I see no HDC news yet, just checked the SEC filings and nothing. Maybe we will be lucky tomorrow.
Hey Big Beef looks like things are not looking so good here for HDC.
King Oil, I do not believe "Health Discovery Corporation" is a scam. Oh do you see any 8-k about a lawsuit? gee I must have missed that information.
Good Sport...then if you wish you can go to the State Florida and check out Retinalyze, LLC. You might get the impression HDC is still involved in that but it was signed over years ago. The only reason I mentioned this was so you don't get excited if you happen to run into this info. We are not involved in Retinalyze period.
....time for dinner