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Although we are debating on different things here, the objectives are same, that is PASO to do well and so do we. Thought process may be different, interpretations may be different, again the goal is same. So it’s not worth fighting for nothing. OTC stocks have always risks, no matter what. On the other hand, if you are on the right side at the right time, you can make big money too. Only occasionally, you get lucky. Because of high risk and reward, there always remains uncertainties. While we hope to be rewarded big time, simultaneously, we fear the worse. So everyone tries to know and understand everything as much as possible, nothing wrong with that. Be patient and don’t get upset if someone says something doesn’t make sense, try sharing you know something useful to others. Thanks
Voting rights:
Notice in my post, it says preferred stocks “usually” don’t have voting rights. When it says usually, that means it is possible depending on the designation of such voting rights to a class of preferred stock. That’s where BigBadWolf is right that it can have voting rights. At this point, we don’t know whether or not the new classes of preferred stocks will have voting rights as it’s not mentioned yet (or until we see the terms and conditions on DA).
The problem with some people jump with guns to attack without looking at the big picture and consider the perspectives.
Wrong buddy! Your super voting concept is right but it’s attached with common shares, not preferred shares.
CravenP: Google it, you will know and see below some info for you, don’t listen to people don’t understand preferred shares mechanics.
“Preferred vs. Common Stock: An Overview
There are many differences between preferred and common stock. The main difference is that preferred stock usually do not give shareholders voting rights, while common stock does, usually at one vote per share owned.1? Many investors know quite a bit about common stock and little about the preferred variety.”
Mattwould, you don’t seem to understand the preferred stock mechanics. Preferred stocks value remains same and locked (unless it is converted to common with a good ratio) and that’s why during merger time some parties choose to take preferred shares to avoid downside risk.
As for the RS, I did not suggest it will happen, I was speculating if they would take a chance to reduce the o/s share count as it would reach to 2.5 billions after AS authorization plus there was a hint of uplisting on senior exchanges. So don’t describe words in a different way conveniently. If you think in a different way, that’s fine, just put through your opinions and everyone will appreciate.
We are all in it to win. Good luck!
Tender offer: take it or leave it
For all convertible preferred shares, one key piece of info is the “conversion ratio” or “conversion price” (subsequent conversion from preferred to common) post merger. This determines whether you will be benefited with increase of common stock price. If the conversion ratio is known and the stock price is higher than conversion price/ratio post merger, you can benefit from convertible preferred as you will get a premium for that. It works more like employee stock option.
Example: If we know that post merger, 1 prefd. can be converted to 250 common for example, then we know that our cost price was 0.06c ($15/250=0.06). Later on if the stock price is 0.15c for example, we know that if we convert, we will benefit from it (0.09c/share). The other advantage of convertible preferred is if stock price goes down, your preferred works like a bond, no decrease in value.
In the recent PR, PASO has not provided this key info (I.e., conversion ratio post merger). They mentioned 1 prefd for 250 common for tender offer but they did not indicate the conversion ratio from prefd to common unless they meant the ratio will remain same both ways.
Final words: Once we know the conversion ratio subsequent to merger or conversion price (I.e., from preferred to common), then it will be easier for us to decide if we should accept the tender offer.
This is speculation, ignore this issue (RS) for now!
Per LOI, CLX will get 10 million preferred stocks and per recent PR, those preferred stocks will be convertible preferred, meaning convertible to common shares. Most likely, UST Global and SeriousIQ will have a greater representation on PASO’s BOD to have their influence on the company initially. There are a lot of moving parts here.
Once DA is signed and released, we will know everything as to what are the terms and conditions of merger and how the preferred will be converted to common. At this point everything is speculation on our part.
Regardless, I am not going to take the tender offer to lock my shares at 0.06c/share ($15/250=0.06c) even if there is a possibility of RS simply because if the merger happens, even if there is an RS, I don’t think the share value will be any lesser than 0.06c. So nope, for me no tender offer. I would rather take the chance and hold onto my stocks.
I wouldn’t dispute your assumption but there is something in the PR re new AS is little confusing in the sense that they’re increasing the AS to put in treasury so they can issue “convertible preferred shares” to CLX. Notice that they’re not issuing directly common shares to CLX, instead keeping those shares in treasury and issuing convertible preferred shares. As you know, preferred shares do not have voting rights, that means they have to convert those preferred shares to common shares at some point in order for CLX to have their influence. This is why I am thinking they may take the opportunity to do a RS, while converting CLX and others preferred to common. I also think if they do RS, it’s gonna be in a good proportion so no one loses including CLX. This is just an assumption simply because they are issuing convertible preferred to CLX instead of common shares.
“The increase that has been approved by the majority of Shareholders is 1,750,000,000 and provides us flexibility to use a portion of these newly authorized shares to close the transaction with CLX, as well as with any other entity, by providing enough shares in the Treasury to issue a new series of Convertible Preferred shares envisioned to be priced at $15.00 per share“
RM along with RS:
Based on the recent PR, it sounds like they’re trying to get out of penny stock status as well during RM. I might be wrong but they may go for a reverse split along with reverse merger. There are two reasons, one is they already have huge o/s shares and with new authorized shares to be issued to CLX, the o/s will be almost 2.5 billions, which will be ridiculous to carry on the books. On the other hand, in order to uplist the company with senior stock exchanges, the stock price cannot be in pennies (they hinted indirectly in the PR as quoted below).
This is the opportunity for them to take care of huge outstanding shares by reverse split. The recent PR indicated that CLX will be issued Convertible preferred shares. Simultaneously, they’re asking existing shareholders to convert their shares to preferred (although it is a tender offer).
My guess is that they ultimately, they will do a reverse split along with converting CLX preferred shares to common shares. Anyone else see that happening? I am pretty sure this reverse split, if happens, will not hurt us as it will be a part of RM.
QUOTE:
“The increase that has been approved by the majority of Shareholders is 1,750,000,000 and provides us flexibility to use a portion of these newly authorized shares to close the transaction with CLX, as well as with any other entity, by providing enough shares in the Treasury to issue a new series of Convertible Preferred shares envisioned to be priced at $15.00 per share.
This clearly provides the Company with a new class of security that will not be deemed a penny stock. It is believed that this will provide us access to both an entire new group of sophisticated and professional investors to finance our planned growth.”
CLX HEALTH TWEET ((Aug 14): Prog Report: RM LOI extension request granted by PASO BoD continues forward progress as DA is in edit. We would like to thank all for their interest and support during this time. We ask that process be respected with teams allowed to continue working towards a positive Q4 result
Merger news or 3 months:
If you have taken a position, you have two targets either get the merger news anytime between now and Dec 31 or wait until Dec 31. Either you get good news and stock price goes higher, much higher, mission accomplished or wait until Dec 31, their Q4 target completes. Either way we get a closure. The third outside chance, they delay like last time, again that’s not ideal but a closure because if the delay and go beyond Q4, you know that merger shit not happening, so again a closure.
Basically we have to lock our shares until Dec 31 before we get a closure on PASO regardless, stock price goes up or down in between. Although I am 100% sure good or bad it won’t take that long.
Reportedly, they are using a $50b asset management company (AMC) to close the deal. A $50b AMC doesn’t involve their name with a OTC stock if they’re not convinced that all parties are serious enough.
The day signed DA will be announced, this thing will be in dollar land. The DD is being done long time, so I guess it is pretty much done. CLX Health joint venture is done long time. The DA is nothing but finalizing terms and conditions of closing the deal. Since they’re going to increase authorized shares, that means they agreed upon the shareholdings proportion on CLX ownership and they’re on track. Otherwise, they wouldn’t ask for definite number of AS. They made the plan as to how to deal with PASO’s existing shareholders and that’s why they came with plans of preferred shares, conversion tender offer, etc.
It’s a matter of time putting together things and do a photo ups together.
CLXH will be the ticker post merger and most likely it will be listed on the senior club, not on OTC!
To break this .0799 wall, i bought all but still that wall is there, that means someone using this as a base, funny!
Added another 25k, position getting bigger and bigger, LOL
That could be one reason. Plus most retailers aren't selling either! The next couple of weeks (until Sep 18) will be really really interesting. If you are short, you can't sleep in peace for sure. Any news can destroy the shorts. It's better to close and have peace?.For longs, not much downward risk, so nothing to worry!
So far so good, the only thing the volume is pretty low and the stock is not moving up or down as much as many would like to, also not that liquid considering the ongoing circumstances.
CLX Health joint venture was formed by UST Global and SeriousIQ solely for the purpose of reverse merger with PASO. It’s participation in the October seminar is a validation that RM deal is in good shape.
“The CLX Health Consortium is pleased to announce Joseph Gonzalez, CSO will be a featured panelist for the Data & Disruptors Seminar at Becker’s Hospital Review Annual Health IT Conference being held @ Navy Pier, Chicago October 13-16 This seminar will be virtual #HealthyAmerica”
Reverse Merger: Justifications and benefits:
Many keep wondering why the billion dollar companies like UST Global and SeriousIQ are joining with a small company like PASO. If you look at the mechanics, you will realize that there is a reason why big private companies have interests in reverse merger.
A reverse merger s often the most expedient and cost-efficient way for a private company that holds shares that are not available to the public to begin trading on a public stock exchange. Prior to the rise in the popularity of reverse mergers, the vast majority of public companies were created through the initial public offering (IPO) process.
In a reverse merger, an active private company takes control and merges with a small or dormant public company. These small public companies rarely have assets or net worth aside from the fact that they previously had gone through an IPO or alternative filing process.
It can take a company from just a few weeks to up to four months to complete a reverse merger. By comparison, the IPO process can take anywhere from six to 12 months. A conventional IPO is a more complicated process and tends to be considerably more expensive, as many private companies hire an investment bank to underwrite and market shares of the soon-to-be public company.
Reverse mergers allow owners of private companies to retain greater ownership and control over the new company, which could be seen as a huge benefit to owners looking to raise capital without diluting their ownership.
In most cases, a reverse merger is solely a mechanism to convert a private company into a public entity without the need to appoint an investment bank or to raise capital. Instead, the company aims to realize any inherent benefits of becoming a publicly listed company, including enjoying greater liquidity.
As you can see reverse merger allows private companies owners to retain greater ownership and enable them to go public without going through the complicated process. This makes sense why big billion dollar companies like UST Global and SeriousIQ making a joint venture and merging with PASO. They actually have greater interest than PASO in the merger. For us the little investors, have a great opportunity to become part of that grand plan if it goes through as planned.
Thank you Poison Sanke! Now I recall seeing this PR at the time but couldn’t remember if it was a particular date or not.
Thank you Reader3, found it. This time they went for Q4/2020 instead of a set date. In a way, it’s a good decision to not have a particular date and don’t meet. Myself was involved in a couple of M&A DD and experienced a lot of regulatory and other challenges, which sometimes go beyond a set date. Anyway, hope they can get it done in Q4.
Excerpt:
“On July 14, 2020 we were issued a request by CLX Health to extend the closing date of the merger to Q4 2020. As CLX Health continues to pursue and coordinate on its business opportunities, they had to defer completion of their due diligence of PASO. It is for this reason that CLX Health is unable to meet the agreed upon closing date and they are seeking an extension. We, Patient Access Solutions, are going to honor their request and grant the extension. We have no reason to believe that this request for an extension indicates that this transaction is any less likely to occur.”
LOI: Can anyone provide a link of revised LOI or the amendment to the original LOI? The original one indicated the closing date by Jul 15, 2020. Curious to see myself what is the new date to close the deal!
Agreed, everything has a bright side!
While this is true, the other thing is that Wall St. big funds often are not allowed or don’t take positions in penny stocks due to their investment restrictions.
$98? They’re smoking MJ, lol.
PR and conversion:
If the stock price is way over the prefd. to common conversion price on Sep 18 at market close, most people may not choose to convert, so they may not issue a PR before Sep 18 try to keep the price low. But I think because of the hype, the price around SEp 18 will be much higher than now anyway. It will be interesting to see how the conversion thing play out. As for myself, I will take the chance to keep my large holding and not choosing tender offer (which is optional anyway) for conversion regardless.
There was some very big buying, that's a good sign. Also because there are small number of shares at different price levels, in order for them to buy over a million shares at a time, they had to buy everything on sale around 0.08 and that made a big jump. The good good news is someone is building a large position, question is do they know something coming up shortly?
Wow, couple of large buying and BOOM! Wish they follow up with some good news to keep it going!
Going through the typical penny stock cycle, PR, 100%+ up, following day 30% down, day after more down, cheerleaders buy dip slogan and we will see how it goes the next couple of days.....No matter what, they follow the same pattern!
Man, you have not read the conversion part, read the next paragraph that talks about as to how conversion will work. First read, then comment!
Choosing tender offer on Sep 18:
1 prefd. for 250 common, which equals to 0.06c/share ($15/250=0.06), the preferred share price is $15. If in case, the stock price on Sep 18, for example is 0.15c (or anything over 0.06), why would anyone choose to convert to prefd. share? The positive side is you get 6% on preferred share and your 0.06c/share is locked, no risk of losing. Negative is you can’t trade until the deal is closed and you can’t get stock price appreciation afterwards. The only unknown is subsequently how the preferred shares will be converted back to common, meaning the ratio between preferred and common, it may not be same 250 for 1.
Everything will depend on the close of stock price Sep 18.
I have been following this for long but today’s price action is so typical. I want it to do well but was not impressed today with the price action. It’s because it’s following the same penny stock trend P&D. When something happens real good, the trend continues for a couple of days, that shows the market confidence, which was lacking today. Anyway, we will see next couple of days. It’s not what you and I think, it’s the market which determines the fate of a stock and market is never wrong!
Typical penny stock P&D:
One day goes up 100% and then give back 30% following day. Then excuses, healthy pullback, buy the dip, $100 stock in future, then it continues red day after red, people get annoyed and move on. Sound familiar?
Today was the first sign of that. Hope it goes green tomorrow, otherwise, same shit in a new bottle.
This was trading 5/6 pennies last few months anyway, it increased 4 pennies and gave back 2 today, seriously?
Will see tomorrow, otherwise, it’s same P&D.
Today you’re fine but if it goes another 25% down, then you won’t be fine. There are people who bought yesterday between.09 and .11, they are not fine. Hope everyone smiles tomorrow!
Hope tomorrow is green. The problem with these stocks if they go red a few days after big run up, people don’t like it anymore and it loses momentum. So it’s important to stay green.
TODAY’S PRICE ACTION: Happy or not
What do you think how it went and what to expect tomorrow!
For me it wasn’t that bad if tomorrow doesn’t continue the big red.
TODAY’S PRICE ACTION: Happy or not
What do you think how it went and what to expect tomorrow!
For me it wasn’t that bad if tomorrow doesn’t continue the big red.
This thing started yesterday and going south today, is this consolidation?