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If the intent of today's PR was to generate market interest, it was underwhelming. Check out the volume:
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=vaev#getQuote
Not a typo.
K....hasher and O-S are probably right, but.....
While we know the basis for the original 10 million shares of Class B issued, there were an additional 18 million shares issued (see Form 3's) without a filing to explain their issuance.
The original batch, issued in 7/08, was in lieu of salaries for SM & MM for three years and for a consulting agreement (8k said for 3 years, but the agreement itself differed significantly) for FL. So, in theory at least, the issuance of 18,000,000 shares, including 5,000,000 for RME was for something else.
I bring this up to suggest that, while I expect that the voting rights of the Class can't be altered by the SEC, the question of whether the last 18,000,000 were properly issued might come up at some point.......possibly resulting in their cancellation???
BTW, I don't think that the fact that the 10K and 10Q were not issued excuses the company from reporting the most recent issuances on an 8-k as:
Item 3.03 Material Modification to Rights of Security Holders.
or
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
There's no question that we should know why they were issued by now.
"gotta be pike"
FWIW:
Pikes 13D was filed on 12/24......after the close of trading but before the close of business at the SEC.
http://www.law.uc.edu/CCL/34ActRls/rule13d-1.html
The 13D rules say:
"2. From the time of the acquisition of 20 percent or more of the class of equity securities until the expiration of the tenth day from the date of the filing of the Schedule 13D pursuant to this section, the person shall not:
i. Vote or direct the voting of the securities described therein,
ii. Acquire an additional beneficial ownership interest in any equity securities of the issuer of the securities, nor of any person controlling the issuer."
If the above is based on calendar days (most of the time if it's business days they say so), the tenth day from the date of the following would've "expired" yesterday........so with the calendar day interpretation he could be buying today. The only thing that makes me wonder about that is the use of the term "expiration" in the rule......a term generally reserved for use when referring to trading days, which might suggest that the rule intended to refer to business days.
luppy,
I think I found the posts in question.
You correctly stated that people had plenty of opportunity to take tax losses since the suspension.
My point was that some people might.....some might argue should.....have been moved to sell by the issuance of the Wells notices. And they were deprived of that opportunity by whoever decided to hold that news until the close of trading on 12/31.....resulting in their need, if so inclined, to sell in 2010, effectively deferring the tax advantage until 2011.
Make sense?
luppy...his friend loanranger said what?
I made no reference at all to day traders. If you have an issue with something I said I'd like to respond, please. Maybe you misunderstood.
This is the ultimate in disdain for shareholders.
If I was long SPNG, holding a losing position and in need of a tax loss, and I found out that this news was held 3 days......costing me that opportunity......my head would explode. Maybe, after some year-end analysis, I took the loss on something else, holding SPNG only to get this news after it was too late to consider its impact on my decision process. And now, if I could use the benefit of the loss, I don't see that benefit until April of 2011.
I'm amazed that I'm not hearing any shareholders registering this kind of complaint.
Thank you.
My questions were an attempt to get a better understanding of the Wells Process. However, your answers seem to be specific to this Wells process. And given that some of your comments ("It's the findings of the investigation" and "Normal shareholders will know the investigation findings very shortly") don't comport with my understanding of the process as it appears in the Enforcement manual, I am once again confused.
I'll make it simple:
Were you responding to my questions as if I were asking about the standard process or the process as it was executed in this case?
Has anyone here ever seen a Wells notice?
The 8-k merely reports the receipt of 3 Wells notices "alleging violations of the federal securities laws contained in Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b), 13(b)(5) of the Exchange Act of 1934, as amended (“Exchange Act”) and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2 thereunder; and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-14 thereunder". It does not quote the notices.
Would the actual Wells notices in the hands of the recipients enumerate the specific acts underlying the alleged violations? Or would the recipients be left to connect the dots themselves? Or would the dots be connected in meetings with the staff and, if so, would they be documented?
Is it reasonable to think that the three notices differ in terms of the allegations included? If so, can anyone discern which allegations are company specific or vice versa?
TIA
It did help. Thanks.
I was just trying to get a better feel for what you knew based on experience versus what you actually knew. And based on your response it's clear that it all falls into the former category. Which is fine and just as valuable as if it were real, as long as the reader recognizes the distinction.
Thanks.
"Your understanding of some the options available to R&H is perfectly correct. "
That's encouraging. Unfortunately I don't understand pretty much everything else in your post.
I asked: "Given that you believe that Pizza Frank has already resigned from something without a filing, would you be as willing to accept that R&H may have done the same? "
Please covert whatever piece of your post was responsive to that into a direct answer.
You say "And this I can tell you with 100% certainty, (1) NONE of the audits are finished"......which means 2 things: 1)You are privy to information that the rest of are not and 2) you should be able to provide a direct answer to the previous question. These are the things I REALLY care about.
I guess the following questions were supposed to be rhetorical (asked in order to produce an effect or to make a statement rather than to elicit information), but they went well over my head and hence had neither an effect nor did they make a statement that I could follow. So, if YOU really care about them, please put them in statement form so a dummy like me can understand them:
"Based on "what did they know and when did they know it", what are R&H's options under AU 316??? I should really say, what are their outside counsel's options??? Knowing full well outside parties relied on previously issued "clean opinions". How does R&H cover their azz?? "
If at any point you feel that you are wasting your time in this effort, feel free to stop.
"I'm willing to bet Franky resigned months ago."
I won't take that bet, but humor me. From the board, from the committee chair or from the committee? Anyplace else that question would be ridiculous, but please answer it anyway.
You've relieved R&H of any responsibility to report to the powers that be, in all its forms. It's my understanding that, had they reported let's call it "illegal acts" (don't make me look it up) to the audit committee and, in the absence of correction, and a non-productive report to the full board, that there would've been an obligation to resign and/or report to the Commission(see below). Given that you believe that Pizza Frank has already resigned from something without a filing, would you be as willing to accept that R&H may have done the same?
http://www.allbusiness.com/legal/legal-services-litigation/12368941-1.html
Whistleblowing Under the Securities Laws
In 1995, as a part of the Private Securities Reform Act, the Securities Exchange Act of 1934 was amended to add a whistleblowing provision (section 10A). The amended statute takes a step-by-step approach to the problem.
When a CPA notes that a client may have participated in an illegal acL the CPA is obligated to determine whether it has occurred. The CPA must then consider the effects on the financial statements (including contingent monetary effects, such as fines, penalties, and damages), and so notify management and the board of directors (or audit committee of the board) unless the act is "clearly inconsequential." The CPA should then consider whether the illegal act has a material effect on the financial statements of the public company, and whether senior management and the board of directors have not taken "timely and appropriate remedial actions." If such failure is expected to warrant departure from a standard auditor's report or cause the auditor to resign, then the CPA is to inform the board of directors about the matter. If the board does not notify the SEC within one business day and furnish the CPA with a copy of its notification, then the CPA has two choices: resign or notify the SEC.
CPAs are specifically protected from being sued as a result of whistleblowing under section 10A. As noted above, whistleblowing under section 10A should qualify as exempt from Rule 301 of the AICPA Code of Professional Conduct (Confidentiality).
Of course I'm not serious.
Except maybe for this:
1. the preparation or auditing of financial statements of generally comparable issuers;
8 pizza joints x $500/day x 300 days/yr. = $12,000,000/yr.
Still not terribly serious. But........
We agree.
But I wonder if you don't underestimate the extent of the financial expertise that Frank may have developed on his way to becoming a pizza mogul. He wouldn't be the first
"financial expert" to come up through the ranks, picking up bits and pieces of the following along the way:
Considerations. In defining the term "financial expert" for purposes of subsection (a), the Commission shall consider whether a person has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller, or principal accounting officer of an issuer, or from a position involving the performance of similar functions--
1. an understanding of generally accepted accounting principles and financial statements;
2. experience in--
1. the preparation or auditing of financial statements of generally comparable issuers; and
2. the application of such principles in connection with the accounting for estimates, accruals, and reserves;
3. experience with internal accounting controls; and
4. an understanding of audit committee functions.
A one man conglomerate requires a level of business acumen that could at least have brushed up against all of that.
or heard of some of it.
And it's the PCAOB. And you made the rest of those numbers up.
"SPNG has no Audit Committee."
Sure they do. And its name is Frank.
karma......re-read, please.
"I can't find a specific length of time allotted for a Wells Submission,"
That's probably because there isn't one.....at least not in the SEC Enforcement Manual. It does indicate that a time to respond must be provided by staff when the notice is delivered, but no fixed time is specified.
I don't think the SEC crew would react much at all to that........probably a couple muffled snickers, if anything. They've seen it all before.
Besides, isn't that the same guy who said, “We were surprised to see that the staff of the SEC decided to suspend trading in our shares yesterday."???
ps. Risi's SEC link is a keeper. It will serve you well.
OT........here's a link to the SEC Enforcement Manual:
http://www.sec.gov/divisions/enforce/enforcementmanual.pdf
The Wells Process section is Section 2.4.........pretty sure you won't find the words prerequisite and Wells connected in any way. Please let me know if you do.
As far as "recently revised settlement procedures" are concerned, the linked manual was published a year AFTER the referenced 8-K. So I think Interpublic was probably just trying to suggest to their shareholders that the Wells notice was a pre-settlement notification when it was actually a promise to litigate in the absence of a settlement. Shifty fellas.
There's a guy, initials DF, that tried to posture the notice the same way last night.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45029650
For reference purposes:
Following are the headings which briefly describe the laws and rules related to the alleged "violations of the federal securities laws contained in Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b), 13(b)(5) of the Exchange Act of 1934, as amended (“Exchange Act”) and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2 thereunder; and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-14 thereunder."
Details of the laws and rules can be found by a simple search of:
http://www.law.uc.edu/CCL/xyz/sldtoc.html
It would appear that the reasons offered for the suspension as outlined in the suspension notice can be readily traced to items on the following list.
Securities Act of 1933
Section 5 -- Prohibitions Relating to Interstate Commerce and the Mails
a. Sale or delivery after sale of unregistered securities
c. Necessity of filing registration statement
Section 17 -- Fraudulent Interstate Transactions
a. Use of interstate commerce for purpose of fraud or deceit
XXXXXXXXXXXXXXXXXX
Securities Exchange Act of 1934
Section 10 -- Manipulative and Deceptive Devices
b. To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
Section 13 -- Periodical and Other Reports
(b)5. No person shall knowingly circumvent or knowingly fail to implement a system of internal accounting controls or knowingly falsify any book, record, or account described in paragraph (2).
Rule 10b-5 -- Employment of Manipulative and Deceptive Devices
Rule 13b2-1 -- Falsification of Accounting Records
Rule 13b2-2 -- Representations and Conduct in Connection with the Preparation of Required Reports and Documents
__________________________
Section 13 -- Periodical and Other Reports
a. Reports by issuer of security; contents
b. Form of report; books, records, and internal accounting; directives
2. Every issuer which has a class of securities registered pursuant to section 12 and every issuer which is required to file reports pursuant to section 15(d) shall--
A. make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
B. devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that--
Rule 12b-20 -- Additional Information
In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading.
Rule 13a-1 -- Requirements of Annual Reports
Rule 13a-11 -- Current Reports on Form 8-K
Rule 13a-13 -- Quarterly Reports on Form 10-Q and Form 10-QSB
Rule 13a-14 -- Certification Of Disclosure In Annual And Quarterly Reports
"Has anyone talked about this yet? "
Not as far as I noticed.
I don't know anything about the issue, so I looked back and found that his previous 13D (in 2003) carried the same phrase. I also noticed that the instructions call for the following:
(4) Classify the source of funds or other consideration used or to be used in making the purchases as required to be disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if more than one is necessary in row (4):
Category of Source
Symbol
Subject Company (Company whose securities are being acquired)
SC
Bank
BK
Affiliate (of reporting person)
AF
Working Capital (of reporting person)
WC
Personal Funds (of reporting person)
PF
Other
OO
So, if I understand correctly, the Pike phrase blurs the categories by implying that while the funds used were working capital funds, some of those funds could have been borrowed using securities as collateral. I looked over a bunch of 13D's and did not see similar "qualifiers". Is that the issue that has your interest and, if so, why? Or is it something else?
BTW, Happy New Year!
That's what the manual wants 'em to do. I guess it's a function of the complexity of the case and the staff's workload.
From the SEC Enforcement Manual:
"The written Wells notice or written confirmation of an oral Wells notice should:
• identify the specific charges the staff is considering recommending to the
Commission;
• accord the recipient of the Wells notice the opportunity to provide a voluntary
statement, in writing or on videotape, arguing why the Commission should not bring
an action against them or bringing any facts to the Commission’s attention in
connection with its consideration of this matter;
• set reasonable limitations on the length of any submission made by the recipient
(typically, written submissions should be limited to 40 pages, not including exhibits,
and video submissions should not exceed 12 minutes), as well as the time period
allowed for the recipients to submit a voluntary statement in response to the Wells
notice;
Note that the time is not specified.
I'm sorry....I didn't mean to suggest that you needed to work a little bit.
However, I've gone back and checked some of your postings and can't seem to find one that isn't a challenge to another poster to prove whatever it is that they are putting forth as facts. While that is certainly a reasonable request, it requires that one first posts a set of facts to challenge, something you seem to have successfully avoided.
Maybe you can help me now. In light of your statement that:
"In my world, if your going to make claims, show that you know what your talking about", what do you mean by "Which again, means it isn't out of the realm of possibilities that the SEC and FINRA are working together on this situation."?
How?
Thanks in advance.
Rule 15c2-11 -- Initiation or Resumption of Quotations without Specified Information includes the following phrase:
"Provided further, That the broker or dealer has a reasonable basis under the circumstances for believing that the issuer is current in filing annual, quarterly, and current reports filed pursuant to Section 13 or 15(d) of the Act"
Hopefully that explains what the SEC requires prior to a broker providing quotes to its customers.
Here's where some interpretation and careful reading comes into play:
There are a few people that believe that the company has provided FINRA the long overdue 10K's and Q's so that FINRA can essentially pre-approve the company's re-listing. However, as you can see in the amazingly clear language of the rule, it requires the company to be current in its filings and that those filings have been filed. It isn't and they haven't.
FINRA can "hold up" the filings after they have been filed and probably will. After all, the market maker that files the Form 211 to formalize the process not only has to attach the filings but, according to the rule also has to have "in its records the documents and information required by this paragraph (for purposes of this section, "paragraph (a) information"), and, based upon a review of the paragraph (a) information together with any other documents and information required by paragraph (b) of this section, has a reasonable basis under the circumstances for believing that the paragraph (a) information is accurate in all material respects, and that the sources of the paragraph (a) information are reliable.
Hope this helps.
For future reference, it's not that complicated it just takes some work.
The early October suspension was announced by the SEC and included the following two phrases:
"because of questions that have been raised about the accuracy and adequacy of publicly disseminnated information concerning, among other things, the amount of sales and customer orders received by SpongeTech, investment agreements entered into by SpongeTech, and SpongeTech’s revenues as reported in its financial statements."
"pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule."
Go,
Have patience and I'll try and provide your facts.
For starters, this is from Investopedia.......they tend to oversimplify, but sometimes that helps:
"To summarize, the SEC is responsible for ensuring fairness for the individual investor and Finra is responsible for overseeing virtually all U.S. stockbrokers and brokerage firms. In the grand scheme of things, FINRA is overseen by the SEC."
Next post will deal with the SEC ruling and what it means to FINRA.
You're welcome.
But I'm thinking that you either missed or did not quite follow:
"The SEC ruled that, coming out of suspension, brokers could not quote the stock without complying with Rule 15(c)2-11......if you like I can provide the document that shows that. If you like, I can quote from or link you to Rule 15(c)2-11."
The offers stand.
This is what Finra does, from the link that you were provided. Finra does not provide, nor can anyone link you to, the list of stuff that Finra can't do:
Created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the New York Stock Exchange, FINRA is dedicated to investor protection and market integrity through effective and efficient regulation and complementary compliance and technology-based services.
FINRA touches virtually every aspect of the securities business—from registering and educating industry participants to examining securities firms; writing rules; enforcing those rules and the federal securities laws; informing and educating the investing public; providing trade reporting and other industry utilities; and administering the largest dispute resolution forum for investors and registered firms. It also performs market regulation under contract for The NASDAQ Stock Market, the American Stock Exchange, the International Securities Exchange and the Chicago Climate Exchange.
XXXXXXXXXXXX
The SEC ruled that, coming out of suspension, brokers could not quote the stock without complying with Rule 15(c)2-11......if you like I can provide the document that shows that. If you like, I can quote from or link you to Rule 15(c)2-11. Finra cannot direct it's members not to comply with that ruling. I'm not sure that I, or anyone else, can provide a source that specifically addresses that issue.
I'm sorry...I probably misunderstood the thread while trying to play catch-up.
My purpose was to respond to anyone (maybe I imagined them:o) ) that might be of the understanding that a change in the number of shares outstanding to the upside might result in the Signature fund dropping below a 5% holding and thus require a 13 G/A filing. It wouldn't.
In case that wasn't the issue, I hope that I've provided both a question AND an answer that is at least interesting if not pertinent.
pj,
FYI: "Provided, however, That an amendment need not be filed with respect to a change in the percent of class outstanding previously reported if the change results solely from a change in the aggregate number of securities outstanding."
http://www.law.uc.edu/CCL/34ActRls/rule13d-2.html
http://www.importgenius.com/shipments/sa-trading-company.html
In case this mystery hasn't been unraveled yet:
1. Sa Trading is the party that is having the goods shipped (aka the shipper)
2. via the vessel Maersk Carolina (aka the carrier)
3. to Best Foods Inc (aka the consignee)
BTW, the Best Foods at the address shown appears to have nothing to do with Hellmans or handbags.
http://www.bestfoodsinc.com/products.php
It's one year from the date of the report:
http://www.law.uc.edu/CCL/SOact/sec104.html
The Drakeford Show has some interesting timing lessons:
The 3/9/06 report dealt with inspections done in 11/04-12/04. I don't know when the audits themselves were done or what years were audited.
On 3/5/07, days before the deadline, Drakeford provided the PCAOB inspectors with information dealing with how they addressed the problems noted in the inspection report.
On 7/17/08 inspectors notified the firm that they found the information inadequate.
On 7/23/08 Drakeford provided workpapers in further support of their contention that they had dealt with their reported problems.
It'll muddy this up even more to tell you how, but the "integrity" of those workpapers is what resulted in Drakeford's revocation on 6/16/09.
Point is, Robison has until 1/30/10 to respond, as noted, and we shouldn't be surprised if they do.......how and when and under what circumstances we might hear about the response is another thing.
Obviously we need the SEC and the PCAOB, but COME ON ALREADY!
CYRX,
Here's something I recently found out about 13D Filings:
"From the time of the acquisition of 20 percent or more of the class of equity securities until the expiration of the tenth day from the date of the filing of the Schedule 13D pursuant to this section, the person shall not:
Vote or direct the voting of the securities described therein,
Acquire an additional beneficial ownership interest in any equity securities of the issuer of the securities, nor of any person controlling the issuer."
http://www.law.uc.edu/CCL/34ActRls/rule13d-1.html
So it'll be a little while before he can buy more and he'd have to file within 10 days of when he does.
Nik,
"Please, stick to facts ONLY. Not interested in interpretations."
Unfortunately this eliminates any comments that I might've had. But please clarify whether the "they" in the buy and sell questions you are asking means the company or the directors....the answers may differ.
"I think it goes without saying that being current on financial filings is first on anyone's list of wishes for this stock."
But if you were directing your response to new investors, it absolutely doesn't go without saying. It's the first thing that one should be saying and, while I don't know where your post went, I distinctly remember you not saying it.
I also felt, since you were directing new investors to my link to Reuters, that I should make it clear that I was providing the link as a service but had strong feelings about the quality of the information provided and that I did not endorse the report in any way.
Finally, we just plain disagree on the value to new investors of an education in short selling in terms of its relevance to SPNG.
My purpose was not to argue with you.....or anyone else. I don't think in terms of naysayers/pumpers/bashers, etc. My purpose was and always is to express my own point of view on the issue presented.
Focusing on the product is a fine choice of priorities......I admit to having never used Spongetech's. I hold about 10 mostly large cap stocks and I suspect that the same thing could be said of 6 or 7 of those, so I don't share that priority. I think the ability to multiply is more important. And a knowledge of the product's market. And it's just my baseless opinion that when someone in a directly competing business said "Impossible, categorically not" in response to "the idea that a company that sells sponges with soap in them can generate $50 million in annual revenue" that he both meant and said those words in spite of their recantation. Maybe he had a motive and maybe he didn't, but he sure should have a better feel for such things than you or I. The bottom line of this is, while reports from the field indicate that there is soap in the sponge, there is no reliable source of information showing the multiplication of the number of sponges actually shipped times its wholesale price and deducting therefrom the cost of producing, advertising and selling them and administrating the process. Which I must admit I find to be more critical concerns for investment purposes than their soapiness and the retention thereof.......although without that there's admittedly no product at all. So, it's my personal feeling that you may be right when you say "knowing the products seems to be the most valuable research a person could do today given the lack of the financial filings" and that that fact alone should give new investors a great cause for concern.
Please don't mistake this for an argument.......we just have a different set of priorities. I wish you luck and by all means do it your way.
spit,
I'm not sure if all that was for my benefit, but I linked the Reuters Report on SPNG because I was able to weasel my way through the website to it and work out a working link. I would not recommend the Reuters report as a source of valuable, current information to my worst enemy.....it's neither valuable nor current.
That said, if someone wants to read through it and draw their own conclusions I have no problem helping with that. Bad investment decisions rarely come from having too much information.
Lastly, we have major differences in our approach to investing. All the articles ever written about Short and Distort, naked short selling and similar sophisticated issues don't hold a candle to the information that an honest and thorough 10-K offers......conspicuous in both it's absence from your recommendations and the current list of available titles.
https://www.etrade.wallst.com/v1/common/pdf.asp?docKey=24-AF33B-20091226&ComponentType=&User_SessionID=5AC518192B4AB345&researchProvider=REUTERS
If it doesn't work let me know and I'll tell you how I clicked to it.
pj,
Reuters wouldn't change their report for any subjective reason period. One quick look at one of their reports would show that their analysis is purely statistical. If Mickey D's stopped selling burgers tomorrow their Reuters ratings wouldn't change until their next 10Q showed sales crapping out. And if for some reason they weren't able to file for a year or two, good old Reuters would still be using the old numbers for their analyses. It's pretty sad for a top flight news company.
CYRX.......re: warrants.
Warrants are usually issued to officers or directors as incentives.....they can also be issued to a lender as a "sweetener" to supplement interest payments. Generally, a warrant allows the purchase of a share of the company's common at a specific price during some future time range.
So, in our case, the warrants.....for SPNG shares..... might be issued to Pike by SPNG in return for some kind of investment/loan. And yes, such an arrangement would normally require SPNG to file an 8-K providing the basic terms of the agreement, with the agreement itself as an exhibit. As Risicare has already noted, "If they filed they would."
Obviously this is just an example of something that could happen and not necessarily something that I expect to happen.