Breathin' clean fresh air and lovin' life.
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.
boomer: I can read. lns_eom
boomer: Got ya pegged. lns_eom
boomer: No, what you replied to me. lns_eom
And the saga continues. lns_eom
boomer: What do you think? lns_eom
boomer: I agree w/ Tom's assessment, 110%. lns_eom
Regarding R/S talk...
The latest 8K/A (no DEF-14C filed) clearly stated no R/S but they do still reserve the right. Point being...NONE AT THE MOMENT. IMO, if there is one, it will be in DIRECT conjunction w/ an acquisition of BVTK.
Any talk of an impending R/S should cease until a filing proves otherwise.
Has anybody seen any proof to the contrary? If so, post it, please.
lns
@lesnshawn1 (Twitter)
I: 8K/A stated no current plan for R/S. lns_eom
ploppy: No indication of R/S...Read 8K/A. lns_eom
goat: GO KLMK. No FB but @lesnshawn1. lns_eom
goat: What's a PM? Show me. lns_eom
goat: From the PRE-14C but 8K/A negated it. lns_eom
Erie: No date as R/S not immanent...Read filing. lns_eom
tut: Tells me dim thoughts at hand. lns_eom
gone: What happened to you...Never real? Understood. lns_eom
I-G: End game just began. Do play. lns_eom
PIPE PR next??? lns_eom
Anatomy of an APO and what can happen here...
An example...
Order of Valeritas' (NASDAQ:VLRX) APO (RM+PIPE):
1) They filed RM 8K (5/3/16-NO mention of PIPE)...DPT to file today?
2) They PR'd APO (5/4/16-FIRST PIPE announcement!)...DPT to PR tomorrow?
3) They FILED PIPE offering (5/9/16-Finally!)
4) They only now filed UP-TO-DATE Valeritas financials to latest completed quarter (5/16/16)
5) The "parent company" shell symbol, CYGM, changes to "target company" new public symbol, VLRX (~5/28/16)
6) The filed the S-1 for the PIPE shares (7/22/16-Finally!)
Step #1 here for DPT may start today.
lns
Listen to you guys! Hahaha!! lns_eom
RN1: So, if APO and PIPE, what then? lns_eom
glenn: Unfortunately, can't buy either now. lns_eom
TenK: "The public entity is “KLMK”"
That is simply not true. If it were, Valeritas would not have been able to file for their PIPE, post RM, while still trading as "CYGM".
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=142217299
But, we all know now they did. It's all right there in black and white.
The info there I posted has to be read to be understood.
This shows exactly why DarkPulse would be able to file for their PIPE (if they choose to do one), post RTM, while still trading as "KLMK".
It's not too hard to understand.
lns
TenK: "the public entity is “KLMK”"
WRONG.
The public entity here, now, is Klever Marketing. KLMK is just a stock symbol. It has no bearing on what happens to the new public entity (DarkPulse, in this case) temporarily represented by that symbol POST closing of the RTM. NONE.
"KLMK" will most likely be the symbol filing for a PIPE or other funding for DarkPulse since FINRA is often very slow in completing their part.
lns
If DPT seeks PIPE funding, POST RTM, no filings at all due yet.
Note time frame of the following EXAMPLE (mechanics not 100% alike but close enough):
FILED(!) 5/3/16: https://www.sec.gov/Archives/edgar/data/1619250/000159406216000458/form8k.htm
...FIRST public filing for this particular RM (no APO(PIPE) inclusion mentioned...VERY similar to KLMK latest 8K/A)
FIRST TIME EVER THIS APO MENTIONED TO PUBLIC VIA PR!
5/4/16: https://www.prnewswire.com/news-releases/valeritas-completes-alternative-public-offering-and-raises-gross-proceeds-of-252-million-578078911.html
...again, NOT UNTIL NEXT DAY after 8K filing/closing! (DPT's final 8K/closing is NEXT WEEK!), then announces the REAL transaction...RM+PIPE=APO
(same type of DPT PR could come on 7/19, presuming it does close on 7/18)
FILED(!) 5/9/16: https://www.sec.gov/Archives/edgar/data/1619250/000119312516583971/d180550d8k.htm
...FIRST TIME PIPE (APO) FILED!..."Also on May 3, 2016, we closed a private placement offering of 5,039,000 shares of our Common Stock, at a purchase price of $5.00 per share (the “Offering”). Additional information concerning the Offering is presented below under Item 2.01, “Merger and Related Transactions—the Offering” and “Description of Securities,” and Item 3.02, “Unregistered Sales of Equity Securities.”"
...SIXTY (60) DAYS LATER TO REGISTER THE OFFERING SHARES!...
FILED(!) 5/16/16: https://www.sec.gov/Archives/edgar/data/1619250/000119312516591906/d188025d8ka.htm
8K/A(!)...a WEEK later only then showing the latest quarters. We could get similar for DPT before the end of this month post TAX-FREE RTM completion.
FILED(!) 7/22/16: https://www.sec.gov/Archives/edgar/data/1619250/000119312516655224/d220271ds1.htm
THE REQUIRED S1(!), FINALLY, TWO MONTHS LATER(!)...These shares include an aggregate of (i) 5,079,000 shares of common stock issued and sold to accredited investors in a private placement offering that was held open for thirty days from May 3, 2016, or the Private Placement,
What this all PROVES is that IF DarkPulse, POST RTM, seeks funding via a PIPE we will see an 8K on that AFTER the RTM closes and Klever Marketing ceases to exist. Then, later still would then see an S-1 filed but maybe not until September.
It's all right here: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001619250&type=&dateb=&owner=exclude&start=120&count=40
ENJOY!
Let the games begin.
lns
TenK: "Obviously there is no current funding agreement for DPT as part of this reverse merger. If there was it would have to be disclosed."
Exactly.
And, post RTM AFTER Klever Marketing ceases to exist, they won't have to file anything pertaining to DarkPulse's PIPE.
The symbol doesn't matter at all in this case as it didn't in the case I provided.
The symbol didn't change until almost three weeks AFTER the PIPE was announced by the new public company (in this case, it will be DarkPulse).
lns
"Post reverse merger the ticker symbol for Darkpulse will be KLMK until they change it with FINRA."
No kidding.
Same was the case w/ the example I provided. The symbol didn't change until almost a month after the RM was completed and the public shell yoga mat cleaner company ceased to exist.
But, that didn't stop the new public medical company from being the ONLY entity in this that was required to file ANYTHING pertaining to the PIPE IT ITSELF was wanting to and did offer for their own needs.
Show me where the public shell yoga mat company in the example I provided filed ANYTHING pertaining to the PIPE that was offered by the SURVIVING TARGET COMPANY SUBSEQUENT to the closing of the RM they were involved with?
It won't happen because nothing of the sort was needed to ever be filed.
Plain and simple. We can all read. We all know this as FACT.
lns
TenK: "Penny investor imaginations are a penny CEO’s best friend."
Mine though, is fact, not just "imagination".
A parent company in an RM does not have to file anything pertaining to the SURVIVING TARGET company's desire to fund their operations via a subsequent to closing, PIPE offering.
PROVE ME WRONG (if possible).
Provide links for the proof.
TIA,
lns
TenK: Anything that it will be doing in the future is subject to disclosure.
KLMK will CEASE TO EXIST! They will NOT be asking for PIPE funds or ANYTHING else in the future, therefore, THEY won't have to file diddly!
How more clearly could I have laid it out? I used BOLD, UNDERLINES AND COLORS! Geesh!!! hahaha
Show us then when the public shell yoga mat company in the example I provided ever filed themselves an 8K explaining the PIPE they would somehow utilize while being no longer an existing entity and show us the subsequent S-1 registration they also filed?
Can't? Gee...wonder why? Maybe, because it never happened, just like it won't here?
KLMK does NOT have to file ANYTHING THEMSELVES pertaining to a SUBSEQUENT PIPE that DPT (the surviving company) will utilize for their own needs AFTER the RTM is completed.
THAT is FACT, not fantasy.
lns
TenK: "KLMK is a PUBLICLY traded stock. It has disclosure requirements that involve ANYTHING connected to it."
How many times do I have to go over this w/ you?
KLMK won't be involved w/ ANYTHING to do w/ a DPT PIPE. As of (on or about) NEXT WEDNESDAY, 7/18, KLMK will CEASE TO EXIST as an entity. Dug.
What about that don't you get?
And, answer my questions. If you do, you will see how I am right and you are wrong in this matter.
Geesh.
lns
TenK: Don't pretend to be able to predict the future. I simply outlined how EXACTLY this COULD go down.
We will find out soon enough.
It's about go time.
I wonder how long it will be after the completed RTM before O'Leary releases his APO (Alternative Public Offering...RTM+PIPE) PR outlining the exact scenario I propose and proved is entirely a very real possibility here?
lns
Ten: So, insinuating the supervoting share created was done so just so TC could "give" the company away for nothing?
Talk about fantasy.
lns
TenK: "But KLMK does..." WRONG. lns_eom
TenK: And, "for the moment", then, that was too. KLMK won't be the one doing the PIPE just like the yoga mat shell company didn't either.
Hence the public yoga mat shell company didn't file the 8K on the PIPE OR the subsequent, associated S-1...TWO MONTHS LATER. The medical company that went public via the RM did. Duh.
In this case, that equivalent be DarkPulse, not Klever that would do the same because DPT is the the one going public via the RTM and they will be the surviving company that would use the PIPE funds.
Get it now?
Yes, you are right, this Rorschach test IS looking good. A lovely picture it be.
lns
TenK: No S-1 due yet. Note time frame...
EXAMPLE (mechanics not 100% alike but close enough):
FILED(!) 5/3/16: https://www.sec.gov/Archives/edgar/data/1619250/000159406216000458/form8k.htm
...FIRST public filing for this particular RM (no APO(PIPE) inclusion mentioned...VERY similar to KLMK latest 8K/A)
FIRST TIME EVER THIS APO MENTIONED TO PUBLIC VIA PR!
5/4/16: https://www.prnewswire.com/news-releases/valeritas-completes-alternative-public-offering-and-raises-gross-proceeds-of-252-million-578078911.html
...again, NOT UNTIL NEXT DAY after 8K filing/closing! (DPT's final 8K/closing is NEXT WEEK!), then announces the REAL transaction...RM+PIPE=APO
(same type of DPT PR could come on 7/19, presuming it does close on 7/18)
FILED(!) 5/9/16: https://www.sec.gov/Archives/edgar/data/1619250/000119312516583971/d180550d8k.htm
...FIRST TIME PIPE (APO) FILED!..."Also on May 3, 2016, we closed a private placement offering of 5,039,000 shares of our Common Stock, at a purchase price of $5.00 per share (the “Offering”). Additional information concerning the Offering is presented below under Item 2.01, “Merger and Related Transactions—the Offering” and “Description of Securities,” and Item 3.02, “Unregistered Sales of Equity Securities.”"
...SIXTY (60) DAYS LATER TO REGISTER THE OFFERING SHARES!...
FILED(!) 5/16/16: https://www.sec.gov/Archives/edgar/data/1619250/000119312516591906/d188025d8ka.htm
8K/A(!)...a WEEK later only then showing the latest quarters. We could get similar for DPT before the end of this month post TAX-FREE RTM completion.
FILED(!) 7/22/16: https://www.sec.gov/Archives/edgar/data/1619250/000119312516655224/d220271ds1.htm
THE REQUIRED S1(!), FINALLY, TWO MONTHS LATER(!)...These shares include an aggregate of (i) 5,079,000 shares of common stock issued and sold to accredited investors in a private placement offering that was held open for thirty days from May 3, 2016, or the Private Placement,
So, TenK...we will see that S-1 you talk about in due time and maybe not until September. No worries here. You?
It's all right here: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001619250&type=&dateb=&owner=exclude&start=120&count=40
ENJOY!
Let the games begin.
lns
Daily: DPT APO=BVTK ASR+aquire=NASDAQ<6mo. lns_eom
DPT APO funds could acquire BVTK=NASDAQ<6mo
TenK: APO=RM+PIPE=NASDAQ<6mo. lns_eom
CDIX=GARBAGE lns_eom
SOG: Well, according to the chart, all the shares that were seriously accumulated since FEBRUARY have been negated over just these last two days.
It's gonna be a while till this ever gets back to even .04/share again.
Sad but typical penny stock move. Pump then dump. Nobodody can deny it just happened here and still is now.
Reminiscent of LIB* and DRU* as of late.
POS.
JMO.
lns
tut: The point is, the "Pitch Tank" IS INVITE ONLY...
https://www.freedomfest.com/pitch-tank-2/