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This current delay should now be concerning. I cannot fathom why another preliminary "Pre Effective" S-1" was filed this morning rather than a final S-1 given that we now know the pricing. Sure, there could be another final S-1 still issued today, but not likely imo. I hope at least a few of you realize that there may be a fly in the ointment. Rory may have telegraphed this when he said "maybe a forward split" recently. It seemed premature at the time as it implied such a rapid increase in share price so that this would be doable. Now I realize he may have been prepared to forgo the uplisting, and in that case do a forward split to get us back to the pricing levels that buyers might purchase on the OTC. I know some of you would prefer this given the offering price. Just pure speculation on my part, when nothing else makes sense. I believe this may account for the willingness to pay more than the double the offering price, as seen in today's trading.
This S1 (amendment) #6 corrects including an uplisting date 0f 3/21/19, today changing it to ASAP. However neither it or the one issued earlier appear to be finalized. So this one does not get the ball rolling. Many people did focus on the date put out "today" for uplisting to NASDAQ until even this morning. Even having read the entire document, missing what was clearly stated at the beginning:
"The information contained in this preliminary prospectus is not complete" and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted". "Preliminary" not final. Same language as today GLTA
Many CEOs promote their product or company with optimistic "forward looking statements" with plenty of warnings to investors, such as the Safe Harbor Statement that plays before each segment Rory puts out. Even with a PR it appears that forward looking statements can be made, that might not come to pass. Same is true of the prospectus for the offering. Rory was usually careful in his SHACs to caution investors to "not invest on what I say, do your own DD." I am doing that now, a bit late, I admit. That's why I am making phone calls and talking with partners (later on I may report on my discussion with Microsoft App developers' support as I also am an MS APP developer). Regarding the apparently misleading PRs, stating "real estate partner Ultirus, with a network of over 250,000 real estate agents and brokers" I believe this falls in a different category as it is an "historical" rather than forward looking statement and could be damaging if not corrected, imo.
DD on Ulirus APP: Two Verb PRs: The press release of Jan 25, 2019 includes this wording “The new application will launch through nFusz real estate partner Ultirus, with a network of over 250,000 real estate agents and brokers in mid-February.” A second PR was released on 2/15 announcing the successful launch of the APP, also stating “a network of over 250,000 real estate agents and brokers”.
Last week I had a long phone conversation with Tom Piccirillo who is partners with Tom Granville the partner who is quoted in the PRs. He told me that the 250,000 number refers to people Tom G. worked with in the past (contacts) in his security training seminars for Realtors. They will be “hard” launching locally in Colorado, Monday 3/18 with a webinar and then further-out geographically. But no, I was told, “Ultirus” does not have a network of over 250,000 real estate agents and brokers. It is an APP developed by Sound Concepts. I also spoke with Sound Concepts tech and was told “there have been some 260 downloads since the APP was released and it seems to be working well as there have not been calls for technical problems”.
The “webinar campaign” has been postponed twice. Now it may happen tomorrow, but so far I have not gotten the invitation promised me. When I originally called the Real Estate Office of his partner Tom Granville, the people there had never heard of Ultirus but told me they heard Tom G. was working on an APP. So in addition to the apparently deceptive PRs, Ultirus is not a company, but apparently two gentlemen with an idea and contacts that might benefit Rory and the shareholders. I’ll report back if and when I attend the webinar.
We need a new S1 today. Yesterday's was not for final filing so anything stated in it could be changed. Not a problem if not on the NAS TOMORROW morning unless there is a problem.
Calling it now: Not gonna be tomorrow. NASDAQ Friday at the earliest. Not possible to complete it all today. Stay tuned. And let me know you appreciate the words of caution I posted when the stock hit over $9.00! GLTA
They are being corrected, as far as I know from my conversations with Chad Thomas, although I believe I was the one who figured out what one major glitch was and passed it on to him. The new launch is set for Q2 as of now.
That's funny. I was just talking about Ignite Visibility, the SEO giant. A Verb partner. Ignite Visibility could put them at the head of that googled crowd!!
I did speak a month or so ago with the IT specialist at Ignite Visibility. They do offer Verb interactive video to their customers as an add-on but it does not appear there has been much interest. I never heard back from them about whether there had been any sales. They are the #1 SEO company (search engine optimization) in the US, Canada and the UK. Seems like their customers are very happy with getting seen and may not feel they need interactive video to complete a sale. It could be true that interactive video could increase their sales but why Ignite is not pushing this is not clear. It may be that this is not a product that will sell itself as Rory has often said. Ignite is lead by a very competent academic oriented CEO John Lincoln. They boast a 250% increase in sales for their customers, with conversion rates of only 64% compared to Verbs claims of up to 600%. It has been a while since Nfusz was mentioned in blogs published by them.
I can't make a final call on this yet, but as time passes, it is getting less and less likely all that has to be accomplished today will happen for Verb to be on the NASDAQ tomorrow.
RE: The video update: This is, unless I missed it, the first time Rory admitted a problem with the product:
“I admitted many times I thought we were there only to find out the end product did not perform as well as the prototype.” Did he admit this many times? He also says “we’ve seen wild fluctuations that appear to have no relationship to reality at all.” Is not a product failure a “reality.” Then to cap off this truly transparent episode, he holds off telling us what the “biggie” thrown at him was, as if it would not be relevant to our decision to participate further as investors. Then he claimed he is “setting up accounts” for investors who attended the meetings. I suspect they will have to be on the wait list as I am for the launch of working software in Q2 for TaggPro. So when Rory says he admitted many times there was a problem with the product, when I don’t believe he did, and instead claimed he had no idea why Oracle did not put out a press release and they were killing it in the training sessions…..isn’t this called re-writing history or damage control? I can’t give this episode a very high rating. I’ll post an update to my post last week about the Ultirus PR problem later.
i would suggest caution buying at the current price. The chart has leveled off and this might be the price at which shorts would be thinking about short selling. Many investors in the stock are waking up to this now and may not realize what has taken place. Might be a good idea to think about buying when the final S1 comes out as we could see another steep downturn. Those who bought at about $5.00 on the open are up almost 100%. Great day trade. They also will be closing their positions.
No worries. I have downloaded and have the originals of most if not all of the removed videos. Thought Rory might want them for his book.
Thanks for correcting me! Calendar challenged at the moment.
I think the S1 says on the 21st, Friday, it will trade of NASDAQ. Correct me if I am wrong.
You know, I don't think Rory saw this coming either and my sorrows and good wishes extend to him, his family, all investors and employees at Verb.I am looking at this as a total reset, with the kick-off being sometime in Q2 with software that will make me happy. v2 did not, speaking as a video creator, although my reasons are somewhat technical and I have faith from my discussions with Chad and Rory that the new version will be stellar and be able to light up the verticals. All is not lost, it just feels that way in the moment.
In his "road" to NASDAQ update, on the "Offering Price" Segment Rory said something like "don't think the offering price will be $7.50 (the reverse split price) when it is trading at $15.00 now with a big smile. I think that's covered by his Safe Harbor statement but Geeze.
What can Rory possibly say tonight to ameliorate this horrifically low price! Holy Cow. $3.65!! How did you estimate this Cuin2 in an earlier post when you mentioned the pre-split price? Just wondering if you got a heads up. It doesn't matter as the market was closed. I personally agree to not sell any shares tomorrow, but I do have money to buy.
I think by Thursday or Friday. Tomorrow is pushing the limits of what can get done in one day given the complex steps. But at least it's no longer "next week" finally! Yea!
True, if the up-list were instantaneous. Most likely Rory will announce the price tonight or at least prepare us for a lower than hoped for pricing with the S1 final out in the AM. Then the final S1 has to be approved by the SEC. Then the shares have to all be sold. Then SC has to be bought. Then the up-list takes place. Meanwhile the stock trades tomorrow on the OTC until all of this is accomplished and will as most stocks do in such circumstances fall to the "offering price" which is still higher than the price being paid in the offering since you don't get any warrants. Might be a great buying opportunity for those who kept some money in reserve.
Let me clarify that those institutional investors Rory met with on the road trip are buying the offering at whatever the agreed upon price is, so they are buying it prior to up-listing to the NASDAQ, not on the NASDAQ. NASDAQ has approved the listing of VERB "upon completion of the offering." How the stock initially trades there is an open question. I do agree that a steep price has been paid to get us to the promised land, but you do what you have to as a CEO and in the end it will be well worth it. I would not be surprised to see VERB up 100% from the offering price 9 months after the offering. In the meantime, I doubt it. What investor would not be happy with such gains.
Chilling the champagne!!!Maybe many have been overly excited about basing the current share price on where it may be in a year, but Rory's goal to get to NASDAQ looks like it will happen in a day or two, so Cheers to all!!
Good points. Guess I am one of those who is overly concerned something might be a-miss. I like your pointing out there is more time to buy at these prices for those who want to as money becomes available. The general positive view is substantiated by the SP holding well in a relatively narrow range, up a little one day, down a little another. GLTA
i have to agree with you, at least among members of this board. It now appears too late for today, although I still believe an S-1 final could be presented to the SEC, approved, and the offering could close by end of day, but usually those same day offerings are in by now. I am getting the feeling that most posters here and on Twitter are o.k. with next week now. Still I don't like now knowing what is going on, as Rory said he would keep us up to date and as he has not, we have to play a guessing game about the delay.
You are correct and my apology for not seeing you said Q2 launch. You do a great job in keeping us current and I appreciate your posts.
Hold on. OPPS! You do say Q2 launch, didn't see that on first and second read. MY APOLOGIES!
OK. Got it. When I go to exercise my warrants my broker will ask for two for each share I want to convert to. Is this common practice?
That would be very confusing when it is time to buy with a warrant. I thought it meant for every two shares of stock bought in the offering one warrant is awarded with which you could later buy one share of stock.
Warrants; OK. I think I understand this now. Let's say the offering price is $13.00/share, today's closing price. The warrant would then have a strike price of $16.25 (125% of the closing price), for the next five years, so could have considerable value several years down the road. When the price of the stock is $17.00 the warrant might trade at .80 but you could buy the stock later on for $16.25 (remembering you paid .80) even if it was at $90.00. Or you could sell the warrant for around $72.00. Yep, very attractive.
I already explained that the warrants will be issued only to participants in the offering (that is done to increase value when buying a share). Apparently that wasn't enough to get the price Rory wanted. Are they really worth that much if they enable you to buy a share at 25% above current price? I am having trouble understanding that part. Once owned they can be traded and anyone can buy them and anyone who owns them, like a share of stock call sell them openly. Is this different than anything Valter told you? By the way, will there be options? I haven't heard this discussed previously.
That is not the way an offering is done. I know many including myself are growing impatient, but the brokers cannot know an offering price before the final S1 is presented to the SEC and approved. Which of the three prices are you thinking is the offering. LOL
To clarify, in the offering with each share purchased 1/2 warrant is issued at 125% of the price of the stock share. For the warrant to be traded, an owner of the warrant would have to list it for sale. If the SP of Verb increases 25% above the issue price the warrants would have some value and it is possible the owner of the warrant would put it out for sale. It would show on the ASK. I imagine there will be more discussion about the warrants in the open market when the uplisting is complete and the SP has created value for the seller of the warrant. The warrant is like a call option in that it gives you the right to buy a share for each warrant. So they could be a less expensive way to invest as they are generally priced much lower than the share you can purchase with the warrant.
I believe it is too late today for today to be the day S1-A final gets approval, offering opens (could be a one day offering) and closes and mission accomplished. I would appreciate an update from Rory as we are beyond the time frame expectations he recently set and I doubt at this point they still have not set a price or resolved their differences with AGP investors.
To be on the same page, re: the last filed S1 ammended you are both correct: the shares owned by the company, Rory and others are locked for 180 days. The new shares bought by investors in the offering are not. Nothing illegal. GM to all and happy St Pats day!
I think postponed implies "set ahead to a future date" so perhaps a better word, one that would be more accurate is "delayed." Either way, it is possible, but not likely it could happen in one day, so hopefully this discussion will be over by EOD Tuesday, and the price will be shooting sky high by Wednesday and we will all be so filthy rich by Friday we can buy our yachts and islands. (With half our gains) cause we longs don't sell shares. GLTA
Uplisting can be done without notification, but pricing and filing for a public offering cannot. LOL
Wondering why Rory has not given us an update. I sure would like to know the offering is priced now and the process can begin! Of course he can't tell us the price ahead of the submission of the final S1, but at least it would let us know we should not be concerned that anything other than the the rosy scenario is ahead of us. Happy Saint Patrick's Day weekend to all. Sunday will be green and I hope it spills over into Monday for Verb.
Great buy, as we may not see it that low again, and thanks for changing the ticker symbol. The powers that be seem delayed. Things are very erratic on Fidelity even though you can trade there under VRRB. It is showing a loss today which was yesterday's loss even though the pricing seems accurate. Is it always chaos before a change of exchanges or is this due to the delay? Is this an ordinary delay or is there a problem with the SEC approval of the final S-1A and prospectus. I don't expect to hear anything today from Rory unless it is to chill the champagne!
Fidelity now trading!
If the offering price has been set, then the final S1-A will be filed and approved, the offering will take place and end and the up listing can can place. This could possibly still happen today but as time passes it is less likely, as each step takes time. In the update Rory did two days ago he said "we are almost there, no we are there" or something like that, as this is from memory, regarding the pricing, so if not today, then Monday or Tuesday at the latest, I would think. BTW Fidelity still not back up. If your broker is trading this does give an opportunity for those that want to add before up-list.