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Support of .62 has been broken. If it closes below that support, watch out for the free fall.
CPA
Matt,
Is this kind of language allowed?
http://www.investorshub.com/boards/read_msg.asp?message_id=10039729
Thanks,
CPA
Gotcha!
NC.
CPA
Okay, okay, NC State.
CPA
Maggie,
Duke?
CPA
ps just kidding!
cosmo,
If you look at most companies worth anything, their institutional ownership is way higher than Wave's. The small % is a sign that the major players are still scared of this stock.
CPA
Maggie,
That was too cute.
I hope "C" had a great day! Tell her I said happy sweet 16.
CPA
cosmo,
All I did was state a fact. I did not put any sarcasim in that post. You read it as negative.
CPA
Texastree,
What is your point? I hope you bought at the low of the day of .61.
CPA
cosmo,
How did I do that? Delisting is delisting, look the word up.
CPA
I would guess that there will be an announcement in the morning. But, I really don't know. )
CPA
Dutton is being paid. If there is a positive spin, they'll spin it. If they didn't, why would a company pay them.
The fact they are paid says alot about the research.
CPA
cosmo,
How did I mislead? I understand that they will continue to trade. However, "delist" is what it is called. It is not a term I made up. Sorry if the truth offends.
CPA
Cosmo,
I have done my DD and agree with you that the posibility is there. However, with that said, I also am VERY scared of delisting and the lack of PROVEN sales. Therefore, I'll wait and watch. If it goes to $1, I'll but the heck out of it. I'll still get rich.
CPA
go-kitesurf,
You are correct! The downside is minimal. You can only lose 100% of what you either will or have invested. Very minimal risk for a company with revenue lower than the officer's salaries.
HUGE POTENTIAL, I agree. The only question is, for what?
CPA
Weby, you are correct, it is a matter of judgement.
You also are correct, I'm not an optimist (at least as far as this stock goes). I'm a realist. I've learned to trust that point of view over the years and it has served me well.
As far as the punches, I'm sorry, if others can't take their lumps with grace, why should I? It shows a sign of weakness, something I'm not, to allow others to dish it out unquestioned.
Sorry!
CPA
So, snackman, here it is the middle of next week and once again, Wave hit mid 60's.
CPA
RnR,
They also sold nice golf shirts. I have one of each.
CPA
As far as I know, you can't get them anymore. The sold them back in 1998, I think.
CPA
rick5,
No, it is not. In fact it is prudent. However, "forseeable future" does make a statement. In fact it contradicts (in a BIG way) what he said in his presentation, does it not?
CPA
From the Prospectus...
Since we began our operations, we have incurred net losses and experienced significant negative cash flow from operations. This is due to the early stage nature of market development for our products and services and the digital security industry as a whole. Wave expects to continue to incur substantial additional expenses associated with continued research and development and business development activities that will be necessary to commercialize our technology. This will likely result in significant losses for the foreseeable future. Considering our current cash balance and Wave’s projected operating cash requirements, we anticipate that our existing capital resources (including capital raised in this offering) will be adequate to satisfy our cash flow requirements into May 2006. In order to fund our business through May 2006 and beyond, it will be necessary for us to generate substantial revenue, complete one or more commercial or strategic transactions or raise additional capital. Wave is uncertain as to the availability of financing from other sources to fund any cash deficiencies. Even if we are successful in raising additional capital, uncertainty with respect to Wave’s viability will continue until we are successful in achieving our objectives. Furthermore, although we may be successful at achieving our business objectives, a positive cash flow from operations may not ultimately be realized unless we are able to sell our products and services at a profit. Given the early stage nature of the markets for our products and services, considerable uncertainty exists as to whether or not Wave’s business model is viable.
We may be unable to raise the $13.7 million of additional cash flow, which is necessary to continue as a going concern for the next twelve months.
Notice this part..." This will likely result in significant losses for the foreseeable future."
Foreseeable future usually means 1 year. Doesn't look like a breakeven 1/4 until at least 2nd 2007.
CPA
eamon,
No my friend. They ALMOST fully subscribed. Maybe being an accountant I see things too black and white. But, any way you look at it, they came up $134,500 short.
In percentage terms, 2.9233% short.
CPA
awk,
Well, you got me there. I was unaware, or ignorant, as you put it. Stupid is forever, at least ignorance can be fixed!!!
CPA
I just went and added up the $ amount of financing receive under their $25 million shelf. The last round puts them at $24.4 million by my calculation.
Time for another shelf, IMHO.
CPA
Jaybeaux,
I agree. However, please tell me what law I broke?
CPA
Texastree,
One can reach their own conclusions from the documents. While I interpret the lock-up as a negative for someone to invest in the round, Doma thinks it is good (and I agree from a small investors standpoint).
The term sheet is open to interpretation also, as evidenced by reading yesterdays board.
If I've done something illegal by posting the documents, I'm unaware of the law I've broken. Believe me, I don't go around breaking laws willfully, as I'm sure you don't either.
CPA
Doma,
No problem, I'm happy to share.....
Now we all know when the sky is going to fall. It will be interesting to watch the share price the week before.
CPA
Texastree,
I have no intentions of posting the names given me. I would hope they would admit it on their own.
As far as the documents...
I have done nothing wrong. I was never told that I could not post these documents anywhere. I was never told they were confidential.
Doesn't this qualify as DD? Isn't that what many longs have complained I haven't done. Or is this far less revelant that posting some article about a potential dot connect for Wave?
CPA
ootommy,
No I didn't trade on the info. Yes, I am a qualified investor. When I came into possession of the term sheet is my business. Just the fact that I got it should be disturbing to you.
I'll tell you something else I was told. I was told that the people who did the last financing were not as interested in taking this round (probably because of the lock-up period, but I'm guessing). The offer was open to any investor who met the critieria. I was even told that the names of individual investors would not be made public in any filings with the SEC.
I can only assume that is why they had a "lead" investor. Makes it look like the money is coming from an institution, when it may largly be coming from Waveoids. This is probably because a few years ago a Waveoids name was put on the board as one of the people who participated in a round of financing.
Maybe all the investors from the last one didn't want this one due to the lock-up. Or, maybe they didn't want in because they are tapped out. If it is the later, the next round should be real interesting.
CPA
jakes_dad,
Ask him again. If he still says he hasn't had the offer, I'll contest it.
You see, the broker let it be known who some of the Waveoids were. Pretty dumb move on his part given he doesn't know everyone with whom he talked.
CPA
Stockwatcher,
Below is the reason I didn't participate. Its a copy of the lock-up period. You see, the shares are locked up until April 16th. The delisting is set for April 24th, I believe. Can you imagine what is going to happen to the stock price as it approaches delisting if they haven't got it over a buck for 10 days by then?
Then imagine over 8 million shares coming on the market with 1 week to liquidate before potential delisting. Way to risky for my blood.
If they survive without delisting hanging over their heads, I'll participate in the next round.
Anyway, here is the lock-up document....
LOCK-UP AGREEMENT
Purchasers referred to below:
Re: Securities Purchase Agreement dated February __, 2006 (the “Agreement”) by and among, Wave Systems Corp. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and collectively referred to as the “Purchasers”)
Ladies and Gentlemen:
Defined terms not otherwise defined herein (the “Letter Agreement”) shall have the meanings set forth in the Agreement. The undersigned irrevocably agrees with the Purchasers that, from the date hereof until _____________ (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any shares of Common Stock beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company will impose irrevocable stop-transfer instructions preventing the transfer agent from effecting any actions in violation of this agreement.
The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to the Purchasers to complete the transaction contemplated by the Purchase Agreement and that the Purchasers (which shall be third party beneficiaries of this letter agreement) and the Company shall be entitled to specific performance of my obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.
This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Purchasers and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this letter does not intend to create any relationship between the undersigned and the Purchasers and that the Purchasers are not entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of this letter.
By its signature below, the Company’s transfer agent hereby acknowledges and agrees that it has placed an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned, reflecting this Letter Agreement, until the end of the Restriction Period. This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Purchasers.
*** SIGNATURE PAGE FOLLOWS***
This letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
_________________________
Signature
__________________________
Print Name
__________________________
Position in Company
Address for Notice:
Number of shares of Common Stock
_____________________________________________________________________________
Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities
By signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.
WAVE SYSTEMS CORP.
By:_________________________________
Name:
Title:
Acknowledged and agreed to
as of the date set forth above:
[NAME OF TRANSFER AGENT]
By:
Name:
Title:
bob1937,
Turn me in to whom ever you wish. I have done NOTHING wrong. The threat of the IRS, now that is a good one. Please reference what law concerning the IRS I possibly could have violoiated.
God, you guys provide me such good laughs during tax season. It makes the grind just a little bit easier to bear.
CPA
Well, snackman, thanks for putting it back up.
Now for those of you who think that fees are the difference. Please read the prospectus. The lead investor gets $35,000, that is their fee. The lawyers are paid out of the proceeds. John, you being a lawyer, I thought would know this.
The fact of the matter is that they came up short. I personally know an individual who they were courting to invest(the person who supplied me with the term sheet). The PP would have been for more had they bucked up.
If I showed you the e-mails that went between the two, it would really make you wonder about the financing. But, I don't think so. I'll just get kicked for doing so, and why should I share with the likes of ... well you guys know who.
What I would like you longs to admit is this...how many of you were offered the chance to participate in the financing? How many of you knew of the terms prior to it comming out? I personally know that many of you were offered the chance because it was confirmed with the guy doing the financing. Even with that, they came up short. Sad really.
The guy doing the financing even extended the offer so that I could have participated. That is REALLY sad. Would have been more ironic if I had actually put up some money.
CPA
Okay,
Here is the term sheet. Notice that it says $4.601 million. There were short $134,500. Remember, I only have one post left, so any questions I will try and address in that. All others will have to wait until tomorrow.
And, no, I didn't make this up. It is real!!!
I can't wait to see who comes up with the intelligent questions. Make em good boys and girls.
CPA
Term Sheet for Wave Systems Corp. (WAVX)
February 10, 2006
Issuer: Wave Systems, Inc. (WAVX)
Investor: to be disclosed
Investment: $4.601 million.
Securities: Common Stock plus Warrants sold pursuant to the “Shelf” Registration Statement filed on December 16, 2005.
Closing Date: On or about February 16, 2006.
Purchase Price: The Purchase Price for the Common Stock shall be $0.535 per Share.
Warrant: Investor shall receive a $1.15 million warrant to purchase 1,597,569 shares of WAVX common stock. The warrants will be exercisable into shares of WAVX common stock at $0.72 per share. The warrants shall be exercisable for a period of 6 months from Closing. The warrant shall be cancelled if the closing bid price of WAVX common stock exceeds $0.86 for 10 out of 20 consecutive trading days and the warrant has not been exercised by the close of business on the trading day after the 10th trading day on which the closing bid price exceeds $.86. The warrant will not include a cashless exercise feature.
Due Diligence: The company shall pay the lead investor a due diligence fee of $35,000 upon closing out of escrow.
The foregoing shall be subject to negotiation and execution of definitive documentation, NASDAQ clearance as well as Wave board approval.
By: _________________________ Date:_______ By: _________________________ Date:_______
Wave Systems Corp. Lead Investor
Roy,
No, that was not me. Although it probably someone in the know.
CPA
Wavemaster,
Why don't you just say 10%. People undertand that.
Anyway you look at it, your % of ownership goes down by a certain %. Just by making the numbers small doesn't remove the reality of the situation.
CPA
yukon wookie,
HE IS A LIAR!!!!!!!!
I KNOW FOR A FACT THAT IT WAS NOT FULLY SUBSCRIBED AS ADVERTISED!!!!!!
CPA
ps or you are making up his e-mail.
Dutchbj,
Because I can and have have money on this stock. I have a great understanding of how this stock reacts to news of all sorts. Day trading this stock is a blast.
Watching how the longs and shorts react is a great way to make money.
CPA
Whitewash,
Maybe! But I doubt it.
CPA
p.s. Yes, I'm banking on it.
Wait a day or two, It'll get there.
By patient.
CPA