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While one is in jail.....they need to use that time to reflect and perhaps educate themselves. Even though I used to fancy myself as somewhat of an expert at reverse mergers.....someone came along that made me rethink my entire approach to reverse merger investing. I am posting a video of this guru now.....who explains how reverse mergers truly work and all of the implementations involved in such diverse transactions
Thanks SO MUCH for posting that. Makes it easier for me. Everyone read this slowly and comprehend. https://www.delawareinc.com/corporation/how-to-dissolve-delaware-corporation/ A Certificate Of Dissolution must be issued by the state of Delaware IN ORDER TO formally dissolve a company. (This clearly indicates that the official issuance of a certificate of dissolution is the FIRST STEP to formal dissolution of a company). It is important to note that the documentation must be signed by an officer of the corporation. After it is signed and returned to us by mail, email or fax, the certificate of dissolution will be filed with the state of Delaware within 24 hours. Thus....if a certificate of dissolution is the first step in formally dissolving a company, the 3 year winding up period begins as of the STATUS DATE showing in the Delaware Certificate showed so brilliantly in your post. Thumbs up.
Wrong. Dissolution is a process. The status date pertains to the date all fees were paid and the dissolution was authorized. There is also a 3 year window to revoke the dissolution. In the meantime the corporate shell continues to exist for the sole purpose of marshalling assets and winding up the business. During that dissolution period, a reverse merger with a successor entity can take place. Which is why Delaware has so many laws pertaining to successor entities and obligations. More DD is needed :)
I will address this ONE MORE TIME. Your post originally stated that Shiong HAS NEVER SAID he was going to do an RM, nor has he ever SAID that he will use KEYO for an RM. Now with this post, you are referring to "Public Disclosure". An official public disclosure is totally different than speaking to a magazine editor or unofficial conference and simply "saying" he is going to use KEYO as a means to do a reverse merger. An official public disclosure is usually a press release that informs all investors of a pending reverse merger or a merger that has already happened. Such as, the case with your link, a shareholder vote was required for the reverse merger to take place and most likely a letter of intent was signed and announced through an offical PR. I think that this concept is easy enough for most here to understand is'nt it? As far as your second point, KEYO is no longer trading but it doesn't mean the shell is dead. The shell continues to exist and can resume trading at ANY time under a different symbol. As far as Shiong not making an announcement of reverse merger at this current time....he will when NantWORKS (not health) is ready to go. Hope that answers question.
LMAO....those statements actually assure us of just the opposite. When this KEYO reverse merger happens, I will be the first to post a link......that I can most definitely assure.
WOW....where does all of that GREAT info come from? Keyon Communications does not have "100s of thousands in taxes and penalties". Any and all corporate taxes must be paid prior to filing for dissolution. Secondly, $89 for a new KEYON? LMAO this has been explained a COUNTLESS NUMBER OF TIMES! A "New KEYON" company is NOT the play here! Nobody is waiting for Keyon Communicatons Holdings to make a return. The empty shell is the play here, for the million-billionth time. And a new, clean shell (SPAC) organized from scratch by attorney takes a heckuva lot more money that $89 I assure you. For those that are still having difficulties with this subject...the corporate shell of a company continues it's existence during and after the dissolution of a company....strictly for marshalling assets and "winding up" the affairs of the company. That empty shell may also be used for a reverse merger of a NEW business entity if it may restore value to prior shareholders. The dissolution of the predecessor company also assures elimination of any successor obligations in and of the new company that takes over the shell. I have seen these events unwind while under the jurisdiction of bankruptcy proceedings as well.
Is NEOM a good stock? LOL
"You can't own a shell that has to be reinstated". BTW, there is no such thing as reinstatement". ROFLMAO http://investorshub.advfn.com/SHELL-STOCK-REINSTATEMENTS-10763/ while we are at it.....there is no such thing as OTC penny stocks.....no such thing as the Nasdaq..... and no such person as Warren Buffett . They are all a SCHEME. Bwahahaa. There is a whole board on this very site dedicated to finding shell stock reinstatements (sold by an OWNER to a NEW OWNER/ENTITY) and yet you are here telling us there is "no such thing". WOW. Just....WOW.
Why would someone "just throw away" a clean, debt free shell worth hundreds of thousands of dollars, plus $30m in NOLs?
"Many voluntarily terminate their SEC registration; that does not effect their trading". I believe I already just made that point in my post that you are responding to. I stated that many 15-12g deregistered stocks continue to trade on the pink sheets. Many of them being shells with no business operations. So, I am glad we agree! Secondly, the dissolution of the active business/corporate revocation has nothing to do with the stock trading of the shell. Most shells have little or no business operations or are liquidated/dissolved. Finally, you said "The only way KEYO could possiibly come back would be if someone hijacked the ticker and sold it, and then, of course , it would have nothing to do with Soon Shiong". So...let me get this straight, it is possible for a con man to hijack the ticker (it is not only a ticker that is hijacked by the way, it is the entire shell structure, which is how con men make money....they file for reinstatement, sell the shell to a shady company and take a combo of cash and shares before pumping the reverse merger of said shady company) but yet FOR SOME REASON, it is TOTALLY INCONCEIVABLE that the actual owner of the shell Dr. Soon Shiong, could reinstate it and do a LEGITIMATE reverse merger with one of his LEGITIMATE companies? LOL where is the logic in that statement?
LOL....do you know how many companies have been "de-registered" and then reactivated months/years later and trade again? (many times due to reverse merger) KEYO was actually "de-registered" officially on 12-23-2011 when they, themselves filed a 15-12G termination of registration http://yahoo.brand.edgar-online.com/default.aspx?companyid=682091 Many times, these 15-12G deregistered stocks continue to trade on the pinksheets (like KEYO did for a few years after the deregistration) despite being defunct (a shell with no business operations). The deregistration is not the reason why KEYO no longer trades. The reason it does not trade is due to the FINRA DELETION (Note: NOT AN SEC REVOKE). The owner of this shell could easily contact FINRA and have the stock trading again.....or a Market Maker could opt to make a market for it again in which we would see trading in KEYO resume in that scenario. Of course, I personally believe trading will not resume until the reverse merger is set in stone and when that happens, there will be a new symbol and trading MUCH HIGHER. For the time being, some of us are locked in and others are locked out of this supposed "scam". I prefer to call it a life-changer of course but that's just me. GLTY
UNBELIEVABLE buying opp here today......wish I had some dry powder. Such an unbelievable float and potential. Can't believe more ihubbers aren't all over this......oh well, in the long run that is probably a good thing. More for us :)
I love the fact that these patents have already been through an ex parte reexamination by the USPTO and were successful. It shows the patents are iron clad. John Kent.....you have done your research. For those who have not, and are suggesting that somehow Strikeforce settled on the cheap....more DD is needed. The very nature of these patents are of enormous value, particularly at this time. We are talking hundreds of millions of dollars, and in the long term billions. Typically, in cases such as these companies get bought out. I would be willing to bet they have had buyout offers already.
While do not care for the company's past record, the potential for a good story is there. Microsoft does not settle easily. Much like a small biotech on the brink of going broke who invents that one miracle that turns it all around......patent plays can be the same way (although far and few between). I picked up a small position here, Worth a gamble.
VirnetX was in the same arena, basically. The suit was based on technology that had to do with Skype.....which at the time was a product that was $2B per year in sales. Thus, at $200M, Virnet received approx. 10 percent of those sales figures. Strikeforce's suit has to do with Microsoft's "Azure" product, which infringes on Strikeforce's patents. Microsoft's azure was estimated to be a $1B per year in sales product (it has not been officially disclosed, it has been estimated they may be more like $400M). 10 percent settlement would then be a lump sum of $40M (plus future licence revs). These are just my guesstimates. How big is Strikeforce's patent? Watch this clip
Drugdoctor.....more DD is needed. From your own post....IF at the proposed time of closing, we do not have sufficient authorized but unissued shares to issue the number of shares as we agreed in the Acquisition Agreement.... they would then effect a recapitalization consisting of a reverse split on which amount their board would determine, as well as an increase in authorized shares. Understand......that is a big IF considering Turlov already has in his possession 80.1 percent of common shares. Turlov now needs to acquire an additional 15 percent of common shares to complete the Freedom RU (13%) and Freedom CY (2%) acquisitions. If a reverse split is required for this.....it will not be the type of R/S you are accustomed to in the typical pink market penny stocks. It will be tiny. Common sense dictates that Turlov would not execute a huge reverse split on the 80.1 percent of common shares he already owns! As more investors do their own DD and pay attention to the concrete numbers, they will see we have something quite unique taking place with BMBM.
Yep :) I'm thinking we'll get an update at any time, EMBR will only go up from here IMO.
For those who were concerned about the A/S raise, the A/S of a stock is almost always raised upon or before a reverse merger is finalized....and then you see a HUGE RUN. It is the O/S and float that is important.....and with the O/S on EMBR trading at these levels (with the catalyst of a good looking reverse merger taking place) it is a complete no-brainer. Could run BIGLY.
Yes. This is NOT a BK play to invest in. This was not a buyout rather a sale of assets structured under the bankruptcy court (see bankruptcy 363 sale) The acquirer's company shares went to the lender (creditor) this link states near the end that no recovery is expected for Response equity (share) holders. I follow most BK plays unfortunately, this one's a dud....
We'll wait and see what happens....but eventually even if the company does not resume operation and this becomes a shell, the share structure is awesome and this can run on any news.
Im amazed this has not been discovered by the IHUB MJ investors yet. They should be all over this. I loaded shares several days ago. With CBNT's tiny share structure/float why invest in bloated O/S MJ stocks when here is a legit company with a GREAT product (here is their website http://www.cabinetgrow.com/) give it time, some are yet again late to the party. I'm locked and loaded.....
As more develops....BMBM could shock all of IHUB. INSIDE OWNERSHIP could be 95 percent, leaving a tiny float available to small investors like you and I. Could run BIGLY.
Exactly.....
With this float could run to double digits....I am well aware of Cutler shells. This has potential to be one of his best runners yet. Called my buys in earlier. Looks like we are early to the party. Those arriving late will have to pay higher PPS :)
Gotta love these low floaters..... BMBM looks sweet! In at .003-.0035 only a matter of time here IMHO....
"Ignoring" my comment on consideration and trying to argue a different subject again, are we? Stick to the original subject. I find it humorous you are now posting the steps to a reverse triangular merger when it was Lesnshawn and I who were the ones first posting about it long ago. That is not what we were discussing. Please post your link stating that 80 percent consideration means equal value to that of the target company. Either that, or stop posting information that is flat out incorrect.
NO....WE ARE NOT. You are still repeating the same statement as fact without posting a link (other than the link you provided of lshawn's post which did not contain anything to support your statement). I will try to make this as easy as I can. The 80 percent stock consideration issued by KEYO to target (Nant) shareholders DOES NOT have to equal ANYTHING close to $10B, or the target company's value. "The consideration", in a reverse triangular merger, is THE STOCK ITSELF. The private/target company finds value in this because their private company is now a publically traded company, and the value of their new company now trades through the former public shell's stock. I'm sorry, I just don't see how I can explain it any simpler.
Let's not confuse the issue or mask the original topic by arguing of all things, what "par value means". I know exactly what par value means. It is the nominal value of a stock/bond/etc. Remember, you stated that KEYO had to come up with a "whopping $8B in stock" to cover the total value of Nantworks (I don't think you understand reverse triangular mergers) In a reverse merger private shareholders exchange their shares for shares in the public company. It is the public company that issues shares to the private shareholders to trade on the public market. A stock's "par value" is specified in writing, or by the company charter. Thus, according to your unfounded opinion KEYO would have to issue Nant shares with astronomical par value, equal to the $8B Nant is worth. That is totally wrong, and we are still waiting for a link from you that shows us IRS rules regarding RTMs that state the shell company must issue shares that equal the value of the target company. LMAO, under your guidelines, no reverse mergers of value would EVER take place!
"80% of consideration has absolutely nothing to do with par value. It would take a whole lot of value to get $8 billion". LOL your story changes with every post! So I guess this isn't your post? http://investorshub.advfn.com/boards/read_msg.aspx?message_id=118368145 You specifically state that 80% consideration means that KEYO will have to issue stock at the value of Nant, a "whopping $8B"! LOL
Read my posts! I stated, "you are confusing the SHELL of KEYON (yes, the shell is connected to the name of Keyon Communications, no one ever said it wasn't!) with the FORMER ACTIVE company Keyon Communications. You stated for some reason or another, that Keyon Communications would have to do "another IPO". I stated that investors here invested in the SHELL of Keyon Communications waiting for the entry of a new company.....we are NOT waiting for Keyon Communications to become an active company again!. Secondly, I am STILL WAITING! NO WHERE IN YOUR LINK (which is just a link to another post BTW) does it prove your point right whatsoever. Our dispute was what 80% of consideration means. You stated it meant PAR VALUE meaning in your words, that Keyon would have to issue a "whopping $8B in stock" ROFL. I showed you the definition of consideration in RTM terms. 80 percent consideration means stock of the acquirer (and your "link" proves me right so thanks!) However, no where in the link does it state that the consideration of shares must be on par, or equal to the value of the target company's private stock. If you can show us that i'd love to see it.
http://dictionary.law.com/Default.aspx?selected=305 consideration is a condition that is bargained for between two parties. It is something of value (at least to the two parties). In a reverse merger, consideration is a condition that simply means the private company shareholders are exchanging shares in order to trade publically. That is the value to them. There are other situations in which the IRS rules state that par value must be met (such as equity/debt swaps in order to retain NOLs) however reverse triangular mergers are not one of them. Think about it.....the reverse triangular method is the most common used to execute a reverse merger (one reason being it's tax free). Most of the time it is done using empty shells with no cash/assets/business operations. Under your incorrect scenario, reverse mergers of any kind of value would NEVER happen because it would mean that the empty shell with no assets would have to come up with shares of value to equal that of the active, private merging company for the exchange. COMMON SENSE dictates that theory is totally wrong.
No....we do not agree. Once again, you are confusing the shell of Keyon for the formerly active company of Keyon Communications. Like I said, we are not waiting for Keyon Communications to make a comeback, we are simply waiting for the shell to be reinstated. Not a difficult concept to grasp. Secondly, please give us a link pertaining to IRS rules regarding a reverse triangular merger that state consideration must equal monetary value or it is not tax free....as you claim. I will be waiting.
I am not the one mixed up on basic concepts. I will dissect your post point by point... although I am quite certain Lshawn has done so in great detail previously. First of all, KEYO is not "reinstated"....YET. When that happens, how in the world does one arrive at the conclusion they would have to do an "all new IPO"? No one is here for the comeback of Keyon Communications. I think this has been explained more than a few times. Secondly, you are confusing "consideration" and "par value". NO..KEYO does not give Nantworks a "staggering" $8B in stock. You are thinking in terms of consideration being 20 percent shy of par value. "Consideration" does not mean in terms of equaling or coming close to, monetary value. This is just basic RM knowledge. "So 2 IPO's and 2 RTM - all to avoid 1 IPO! Smart". Wow. No comment.
http://www.legalandcompliance.com/reverse-mergers/ In a reverse merger process, the private company shareholders exchange their shares of the private company for either new or existing shares of the public company so at the end of the transaction , the shareholders of the private operating company own a majority of the public company and the private operating company has become a wholly owned subsidiary of the public company. The public company assumes the operations of the private operating company. At the closing, the private operating company has gone public by acquiring a controlling interest in a public company and having the public company assume operations of the operating entity. As you read further into this, you will also read that the most common method of doing this is by a reverse triangular merger using a shell (which acts as the public vehicle). Yes....private companies do have shares and shareholders albeit privately structured. Yes, shells have a share structure as well (publically traded or in the case of KEYO, to be reinstated). When the reverse merger takes place, shares are exchanged and that is when the fun begins. For people that held KEYO, anyways.
Yes, Of course it was an honest mistake. We have talked about this scenario ever since the Forbes article was written. The parent company reverse merges, then all of the subs are IPO'd as tracking stocks. All he needs to do is look at our posting history. No big deal.
LMAO, Lesn's statements did not "morph" into anything contradictory as your post seems to insinuate. When Lesn states that Shiong will not do an IPO, he is clearly talking about the parent company. We have always believed that the parent company will go public via reverse merger. Forbes told us that many of NANT's subs will IPO as tracking stocks. We have never disputed the IPO of the tracking stocks. Read our past posts for goodness sake! Tracking stocks cannot be issued as a reverse merger in and of themselves. It will be the parent company Nantworks that will IPO. it will be a holding company, just like the shell was (thus no "business change" penalty to NOLs). Dr. Shiong maintains control (thus no change in ownership penalty to NOLs).
Speaking of "remedial", I cannot ascertain how anyone with even an inkling of knowledge on how a reverse merger works could conclude that KEYO compensates Nantworks shareholders or that that KEYO must compensate them $10B as stated in your previous post. Here is a link http://primaryllc.com/reverse-merger/ please read it before posting further. It's embarrassing.