Outlook, I hear you, and it sounds like your points of reference are different than mine. An additional thought I would add, however, is that token sorts of purchases in tiny OTC companies -- a few thousand dollars - can be read more than one way. They could be intended to inspire false hope and confidence.

In my opinion the sort of credentialed business people Sigma seems to now be attracting to its helm -- as long as their equity compensation shows some consideration of incentive and commitment/ duration of time , (which we'll have to see), then the time and energy committed by seasoned business professionals is probably a good indicator of their confidence in the potential of the company under their leadership.

Alan, If you think that a lack of Mgmt and BOD purchases of the company's stock is unusual for a tiny and emerging public company, I think you are mistaken.

Would it be nice to see this happen? Sure. But I think this rarely, rarely occurs. A speculative investment in Sigma at this point is not far off from a VC investment, in my view. I have made some VC investments -- not a lot, but a small number, and in my experience not only is it not the norm or typical or expected for co leadership to purchase equity ownership, but rather, the norm seems to be to grant significant equity to co leadership, with some performance requirements attached.

Surely we'll see the new leadership of Sigma granted ownership equity of some significance -- why otherwise would people with business credentials -- the sort of people you'd want to be leading the company - bother?

We want these folks to be properly incentivized to stay the course and with hard work and sweat hopefully build this company to significance. What remains to be seen in my opinion is not whether co leadership purchase shares of the company, but what are the terms of the equity component of their compensation, and is
their compensation structured to incentivize rather than simply hand over equity.

That's a good point. And it is a simple point, as you say. And it seems to me that it's the sort of basic business due diligence that if somehow overlooked and not heretofore covered, it would be now.

These people, the new additions to the board, as well Rice, have reputations not only as successful entrepreneurs and business managers but also as turnaround experts and consultants. The kind of good point you make here ought to be 101 for them.

In what nascent industry are you going to find a CEO of a public company who is going to make specific promises? Of course all longs would have loved to have heard that significant, binding revenue contracts were recently signed.


Yes, Sigma's been in the game for a few years now but look at the industry -- there's not a lot of actual manufacturing of critical parts yet -- You can see this if you follow the printer manufacturers -- yet there is an enormous amount of work in this direction -- who knows where the tipping point is -- maybe it's next quarter or maybe it's a year or two out -- but the potential appears to be enormous. And if Sigma had any real shot of capitalizing, whatever their odds were, in my opinion they are far improved with the current leadership additions.

I think my opinion lines up with yours, Silver. And while there wasn't much specific and factual offered just yet to cheer about, I think the difference may be that we now have a business executive doing the winking -- making the indications that, w/o specific promises that can't be made, there is a real possibility of a bright future. And not only are we now being presented to by a seasoned business person, but consider what this reflects -- that Rice's involvement with the company would appear to reflect his confidence in the potential for realizing that bright future with the benefit of his and other seasoned business leadership.

Which filing date?

Thank you

Jackie,

I hadn't seen this. Are you accessing this from within an SEC filing?



Thank you

Anyone have thoughts in regard to my opinion on share increases in connection with likelihood of equity compensation for mgmt/ board members?

Proposed Share Increase --

Wouldn't we all expect that in addition to other possible rationales, any drive to increase the number of shares would relate to an interest by mgmt in add'l share offerings to come in order to raise capital with the intention of growing the company?

Also, unless the new blood on the board and in the executive office are also being well compensated in cash, wouldn't we expect that they would require some fairly substantial share and/or option allotments for their trouble?

In my opinion, it would be quite surprising if the major rationales for the push for add'l shares were not a combination of intention for add'l share offering/s and leadership compensation.

Hopefully, compensation will be handled with an appropriate balance between reasonable incentives/compensation for demonstrable progress vs investor dilution.

Just my opinion, but I certainly would expect that if these new folks are qualified to really boost the odds of success for Sigma they'll want both more capital for the company to work with and not insubstantial compensation for their time, energy and expertise. BUT, seems to me it's a matter of balance, fairness, appropriateness and hopefully they keep things reasonable and gain shareholder respect, thereby.

Hawks et al -- Re your message copied below, Hawks -- please advise as to where we can go to see this for ourselves -- How to confirm that New Mexico Angel Investors invested in Morf 3D? I see that you are referring to a post by another poster, but I'm not seeing that post. Perhaps I'm just overlooking it. There is a list of companies that NM Angels have supported, (I think I came across this on their site), but I don't see Morf 3D among the list of names.

Thank you



"Interesting. I also found nugz dd interesting that the New Mexico Angel investors that our new CEO John Rice is a part of invested in morf3d. I don't think that is a typical especially since morf3d is not a NM company."

Yes, interesting. And/or maybe having a position, no matter how small, ensures receipt of shareholder communications -- though fund managers should be able to access all co communications, you'd think. Maybe it could help to facilitate their communication with IR?


Who knows!

Thanks again for your inst ownership DD.

Jackie,

Thanks for reposting. What do you make of these tiny positions, (?) excerpted from your post, and copied below.



Morgan Stanley 243 0.001%
Deutsche Bank 75

Jackie,

Will you be reposting the list of institutional holders that you've compiled?


Thank you

Jackie,

Well, thanks for the post. I was actually just going through the firms, doing some add'l research on the smaller institutional holders, by firm, not position, and then it was gone!

Can you shed any light on any of the following...?

1. Why do some of the institutional data reports not contain info that other reports do? For instance, isn't the BNY/Mellon data that you posted earlier this evening, not posted on all sources?

2. What is the reason for the very small positions in some firms' accounts? Do you think this reflects having held a larger position and then having cut the position down to almost nothing?

3. Are these institutional holders completely separate and unrelated to the market makers? Or, if not, could a small position reflect some remaining small inventory of shares for a mm?


Thank you

Silver -


Well, while this is of course speculation, it's certainly a reasonable possibility. It also seems a reasonable possibility that Cola stepped aside himself as he may recognize his own strengths. He may share the opinion of many others that he's not the best candidate to continue at the helm of Sigma.

And there may be adequate face-saving in his self-assessment and public projection of himself as a highly skilled and knowledgeable engineer, first and foremost. And perhaps he can truly commit greater value to Sigma with his time and energy freed up to focus his contributions as a scientist and engineer.

Jeff and All,


Two things I don't understand. Both may relate to my limited understanding of patents.

1. The published patents, Sigma's and GE's - would they be identical, and the Patent office publish both, and thus the sole distinction may be the filing date? Or, would there have to have been, or likely have been some difference in content or approach to description of the patented technology between the two patents?

2. With publication date of June 30, 2016, (it was 2016, not 2017, right?), what might have been the strategic reason for waiting until now for Sigma to release this info? Also, wouldn't this have been a matter of public record since publication occurred, and yet we all just were unaware until yesterday? GE recently released info re their patent publication, right? Did their patent publication also occur last year?


Thank you

Jackie,

You've been quiet. Are you still following the board?

Silver, are you still among us? Seems like a long stretch without a post.

Ted,


Thanks for your thorough review of the documents. In other words your conclusion is that the note holders are keeping their options open at this point? And thus, all possibilities remain open -- conversion to shares, partially, fully, or no conversion at all?

Mason -

This is an extremely well reasoned post. Thanks for the perspective. Your closing about "gut feeling" - is your gut still telling you that Sigma's got a decent shot?


Thank you

Maxin,


Thanks. The only other thing that occurs as a possibility, and I think this is unlikely...is that they want to get their money out quickly because they know the buyout of the other firms that is planned and seems not unlikely to occur, will take up a lot of cash and they don't want to let their principal ride until October.

But, you would think they would figure Sigma to issue more shares to pay for the buyouts and thus remain in a position to pay off the loan in October, if they were to have preferred not to exercise the conversion to share option.

And they may consider the likely buyouts to improve the prospects for Sigma, so maybe they do want to retain the shares and let them ride.


It's complicated and not possible to know what they are thinking for sure...but again not having to pay back the note...the tearing up of the loan seems to leave us at least in a neutral position.

Maxin -


On the point about potentially selling the shares in the short term, I agree with Key that this could be their intention. On the other hand, it would seem, at the least, that they consider it worthwhile to see what they might be able to get for the shares in the near term and thus view the shares as having a decent chance of displaying at least stability in the near term, if not upward movement.


And who knows, part of their calculation could be that if they don't have a good opportunity to sell part or all of the shares in the short term that they might not mind holding to see what the future may bring.


These are investors -- if I'm recalling correctly -- who required the IP to be put up to secure the note. While they may have felt that afforded them a bit of protection, it would appear that they saw some hope of upside when they decided to make the loan, (with equity convertible feature), last year. Otherwise, not so sure they would have taken the risk and made the convertible loan in the first place.

And it would seem possible that 6 -8 months forward to today, (where we stand today), they may like the odds of an equity stake vs what seems has become a near guarantee of repayment of their principal , (following the receipt of cash by the company as a result of the successful up-listing).

The more I think about it, the less certain I am that they intend to sell quickly. I totally acknowledge that it's a possibility...but I think holding to see where we go is equally possible as a game plan for them.

And regardless, the dilution associated with the share conversion and even if they are to sell the shares in the short term -- still seems at worst neutral with the debt wiped out.

i always like to say that this is just speculation, because it is -- but I think it's logical speculation, at least.

GLTA

Duffy, Key -


I plucked this out of the filing that was released just following the earnings call earlier this week -- This certainly appears to refer to the note of last year, and not to the share issuance that connected to the up-listing.

Are we on the same page here?





"...This prospectus covers an aggregate of 434,877 shares of our common stock, consisting of (i) 242,131 shares of our common stock currently issuable upon the conversion of the Notes held by the selling stockholders, (ii) 84,746 shares of our common stock, which represent our estimate of the maximum number of additional shares of common stock that could become issuable upon conversion of the Notes in the event that the price-based anti-dilution provisions of the Notes are triggered, (iii) 80,000 shares of common stock currently issuable upon the exercise of the Warrants held by the selling stockholders, and (iv) 28,000 shares of common stock, which represent our estimate of the maximum number of additional shares of common stock that could become issuable upon exercise of the Warrants in the event that the price-based anti-dilution provisions of the Warrants are triggered.

On October 19, 2016, we completed a private placement of the Notes (in the aggregate principal amount of $1,000,000) and Warrants to the selling stockholders, under a Securities Purchase Agreement, for aggregate gross proceeds, before expenses, to the Company of $900,000. The Notes mature on October 17, 2017 and the Warrants expire on October 17, 2019. In connection with the private placement, the Company entered into the Registration Rights Agreement with the selling stockholders, pursuant to which the Company agreed to file a registration statement covering the shares of common stock included in this prospectus...."

Key and All,



Perhaps. Seems we can't know for certain. But what about the other parts to my post?


1. Will the note be torn up with no principal to repay?


2. At least in the short-term, if in the judgement of the note holders it makes more sense to take shares -- even if they intend a quick sale of all shares -- they must be betting that the shares will hold up to provide more cash than if they were to maintain the debt on the note, (not exercise the conversion to shares) and let Sigma repay the principal.



Not certain of the above, but that is my opinion.


Other opinions?

Key and All,

Key, unless I've missed relevant discussion on the board, what you're saying has not been explored much from the potentially positive impact standpoint.


1. IF I'm understanding correctly -- the conversion which you say will cause a little dilution at the same time keeps all that cash in the company's coffers, no? (at least for the time being). In other words, in exchange for accepting some dilution as per the conversion of debt to shares, the note is torn up and Sigma no longer owes the debt, yes?

2. IF I'm understanding correctly -- the folks who made the loan, (the note holders), if they are opting to convert to shares that means that in their judgement there is a better chance that they can realize more $$$'s sooner or later by accepting shares in exchange for debt, (debt that they well know Sigma is capable of paying interest on and paying off, at least with the company's current cash).

2b. I agree with you that the probability is that they will sell most or all of the shares, should the share price afford them a compelling opportunity to do so.... But, it does seem that 1. they think there's a decent chance the stock price will be stable to up in the short term and 2. a chance that they want to remain equity owners, (shareholders), because in their judgement things are looking more compelling for the company.

Again, I make no promises that either my understanding of the operation of the note OR my analysis of the implications of the note holders exercise of the equity for debt provision of the note is insightful. I'm NOT CERTAIN. BUT, at least in the interest of balanced exploration and analysis of things, we ought to look at the possible positive indications and implications.

Who agrees? Who disagrees? And why?

Thanks

Key,


No question that their burn has been within reasonable limits compared to peers. In fact, my consideration runs almost opposite others on the board who are worried about the degree of expenditure, at least as relates to R&D. I hope that they have spent enough to ensure that their software has progressed and is indeed valuable and advanced enough that when the market demands QA software, Sigma is an attractive choice.

Regarding your point re no debt, is it your understanding that the convertible note, per the disclosure of the other day, is being entirely converted and thus there will be no principal repayment required? I don't have a good handle on the way this sort of note operates, so I could be entirely wrong here, but If the note holder opts to convert the debt to equity, to shares, in other words, then is there no longer a debt balance owed? Is this your understanding and reason for considering Sigma as being without any debt?

Thanks

Jeff,

Your speculation here... The deficiencies in approach that you figure caused mgmt to work towards reconciling, are you referring to possible issues with their software or with their business model, or something else?

Interested in your opinion, not fully clear on the context of this point.

Thank you



"....If you ask me, they've found out that there were significant deficiencies with their previous approach and sought out to reconcile them...."

Key,

Thanks for your response.

Can you explain this one part a bit further? ie the production companies, the 3D manufacturers, if they have post production inspection technologies for small lot runs, why can't they apply their technologies to larger runs?

"...The lack of sales of individual systems is both lack of serial production runs (where sigma is most valuable) and companies in the production industry already have post process inspection technologies for prototyping and small lot runs, where it doesnt affect the bottom line as much as mass production...."

Key,

When you say that no one has comparably advanced software -- is this an opinion that you have heard from 3rd parties at the shows you have attended?

You think that Sigma's lack of revenue production is explained by the lack of readiness of Sigma's customers entirely, or do you suspect that it's also a function of issues with Sigma's software and the state of its usability and value currently?


Thank you

Offering by Shareholders in connection with Promissory Note -


I've not had an opportunity to read through the filing regarding the offering by shareholders except in a most cursory way. Wondering others' opinions. Specifically, does this reflect that the note holders consider that their odds are good of converting and selling shares and realizing more money that way vs Sigma paying off the note?

Also, what are they getting for their conversion exercise? Warrants as well as shares? Who has taken a closer look and understands the specifics?


Thank you

Can someone with a stronger memory than mine confirm ...? Wasn't there discussion on the board in regard to the lock-up associated with the recent offering that was connected to the uplisting?


What I think I recall is that someone looked into the lock-up question -- reviewed the filings connected with the public offering, and found that there was no lock-up established.


Does that jibe with others' recollections?


IF SO THEN ANY LOCKUP EXPIRATIONS WOULD REGARD OPTIONS/ SHARES THAT WERE FROM SOME EARLIER TIME?

What is your speculation regarding the primary reason for the delayed annual meeting? Mine is that this is merger related... and that the company is still trying to reach terms with one or more of the companies that have been identified as likely acquisition candidates.


I was starting to wonder a bit whether the merger would be consummated and while nothing is done or certain until it's done -- the delayed annual meeting encourages me to think that odds continue to favor the deal occurring.

My other thought is that mgmt may believe it's close to securing a revenue deal that it would want to be able to announce in conjunction with, perhaps just prior to the annual meeting.

Thank you

Key - The below excerpt from your earlier message -- This info comes from Materialise and 3d Sim or from Sigma?

Thank you


"Sigma is still working with them as well as 3d sim on either integrating or creating a new software together...couldn't speak anything past that..."

KMey,

In regard to your email of yesterday, copied below... yes, it's understandable that MC could not comment on the merger possibility. I'm wondering your thoughts though, as a matter of speculation...because you say MC emphasized that, "...their main business model is the licensing of their various software as it has the highest margins..." Wondering if you think this may mean that they are re-thinking the merger and looking to continue to expand working together w/o necessarily buying the other firm/s? (ie, if he is more excited about the prospect of margins from future software sales, and wants to direct, or redirect investor enthusiasm there, relatively more than a focus on the income prospects associated with part manufacturing.

I suppose I'm wrapping in somebody's catch on the board of last week about the removal of the March presentation that regarded the merger, from Sigma's website.

All just speculation...and we can't know until we know, I know! Appreciate your thoughts. And thank you again for your attendance at Rapid.




"Mark obviously couldn't comment on merger or acquisition structuring. What he did stress is that it makes sense for the companies to work together to provide an entire suite for end users.

Couldn't comment on level 3 or Jaguar, same response.

He stressed their main business model is the licensing of their various software as it has the highest margins.

Mentioned contracts coming up for recurring licensing fees near term...couldn't disclose when or price obviously.

Again, as I've continued to find at these events, is no one has an in process inspection of a technology as advanced (if at all) as sigma labs does.

They are still light-years ahead with their complex hardware/software combination along with IIOT capabilities. (Pending Materialise information, but Mark and Ron didn't seem worried about inspector at all)

Also, solar turbine and catepillar are currently doing large production runs of equipment, they just haven't been using an inspection technology until now. They have several machines and expanding.

Several new companies popping up starting with 3 or more printers and no inspection technologies. As the industry matures, they will see the value of ipqa.

Glta, will be at rapid tmrw as well."

KMey - Thank you for the DD. More than most of us can take credit for, admittedly. Do you live in Pittsburgh vicinity, or had to travel to attend? Wondering if the answers/ perspective you've achieved there at Rapid have inclined you toward a further investment in Sigma?



Thanks and Best of Luck

Alan, you're a longtime participant on the board and you advocate for investors to put their mouths where their money is... Wondering...since we aren't able or agreeable to traveling to NM, has there ever been a serious effort to compile a shortlist of reasonable questions and concerns and send them off to Cola?



I know people have written individually to IR and have reported so here... But why not compile a short list of points and send them off to IR. Even if they are not specifically addressed at the annual meeting, at least they will be presented to Cola, one would think. It may be that other voices, board members, fellow execs, IR people, prospective merger candidate management execs, etc, are expressing opinions to Cola, and if they are armed with the ammunition of points coming from a group of people who identify themselves as investors, they just might receive some attention, at least internally.


I'm not nominating myself to compile the list, but would be glad to contribute a considered couple considered points.


How does this idea sit with others?

Speculation, of course, but I suspect that MC knows, perhaps with the benefit of advice from others, that he needs to merge with other firms. Perhaps there is negotiation or renegotiation going on with one or more of the other parties to the prospective merger. Also perhaps, should they fail to reach final agreement with any of the companies they will replace with a company with the same or similar function.


What are your opinions?

Thanks, I see it.

Can you be more specific, please, as to the location of Jackie's post? There's such a large field of entries and I'm not seeing this.


Thank you