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To be completely honest, I Look at patterns (possible routes a company can take) ONLY.
This simply means:
My team and I lay out ALL possible routes known, or are possible based on the company , its wares etc... (many many)
Then we look at what could/would need to be done in order for it to grow...etc...etc...
If we see that said company has potential, then we really dig in - go see there buildings, look at them, (and their customers), see how they treat their equipment, how their product is viewed...etc...etc...
This takes 100+ hours.
This is why we only do 3-4 stocks a year.
Once we find a stock.
Then as each piece comes along, we reduce the number of possible paths available.
That all stated, I do not look at the Price Per Share (PPS), as my team and I believe it to be a secondary.
Knowing your Son/daughter has a stomach ache, and what SHOULD or COULD be done is primary. That doesn't make me a mind reader when I give my child a tums, before the doctor says give them a tums. But it does mean I was able to effect their (my) position prior to the doctor. Good analogy?
So, to answer your question: Yes I agree, PPS will continue to stabilize (settle?). As far as how long that PPS is truly valid, I guess would depend on where your standing/How much DD you do. In other words, just because we have not heard it from the doctor yet, does not make it any less true. Hence why we place so much effort on the front side.
This as far as I am concerned applies to all areas debt (both related/unrelated), how many vehicles they have/are buying, how they are viewed etc...etc...
You must forgive me, I am unaware of who you are, and what you already know, so if I am being to simplified, it can only be due to my lack of knowledge about you.
is that what you needed?
Great Job. I did as well. I guess its normal to be a bit greedy, but would have loved to get them at .0002. but like many at the time was a bit scared my DD may be wrong. It wasn't until around October that I got the final piece for this first step (Jump happened in Jan). I would have had a nice little boost after that, but my wife is modern, and she demanded that all our children have shoes to wear to school - lol
Also its apparently illegal to hire your grand children out to do yard work for others..pft....who said a five year old cannot cut grass.
Right!
I can only discount an idea if there is plausible way to discount an idea - based upon much DD, this still has not been ruled out. Thus it is still a possibility.
If when MJ becomes FULLY legal (for all), then it will become a simple transaction, thus follow the same rules as all other merchant coded product, and become too expensive to have its own platform - thus like most things will (could) move over to an already designated platform - like VISA. Notice I said fully legal (no additional or necessary coding or compliance).
The question I ask myself: With so much money to be made with compliance, and the fact that VISA is not able to CURRENTLY process in house, WHY....WHY after its legal, and they have no threat of crossing the Government line and losing their government contracts, would they NOT attack as quickly as possible. Remember once fully legal (or partially based on fundamental rules), would VISA just throw away so much money (Millions) by NOT maintaining a system they already have in place to process MJ.
One scenario is simply they will buy out current businesses and be king of the playground, as they already mostly do.
Here is a alternate path to also observe-----
What happens if:
BLPG stays as is and is used as a side by side company working with Hypur? How would that affect BLPG?
I mean, we know that Hypur is picking up business all the time. We know that they are in control period - do you see it differently???
I suppose that as much has been done last year to know, being an indicator, that they could set up BLPG to handle all their cash vaulting at ALL of their locations - I mean, that is what they are saying right???
It could be that before buying/building a BLPG platform for that area, they are upping the amount of business in that area??? I mean, we already see that happening even now right?
BLPG as a stand alone is finally now on the right side of things? To make them great, only more business is needed (perhaps a new product to be released)?
What could make a small, very functioning company even greater than more business? Perhaps if it had more money, better or greater coverage, NOT just increased workload, but share price.....
Lets say their (HYPUR) intent is to up list them? If it were what steps would need to be done? Well they would need to increase there workload so that their share price could increase - how would they do that?
RS, while at the same time increasing business? We know all systems are already automated, so the old adage that their are too many shares out their right now to manage, seems weird??
We all realize that an action is taken on purpose, and for rhyme and reason?
Lets just say all above is true and that any action taken on behalf of BLPG was done on purpose and with intent (other than the change of the 8k from 2 years ago from 1/20 - to now 1/100 RS), then what would the next purposeful step be?
We can paint a picture, but due to key pieces not clearly defined, it leaves us with an open end question?
If you had a private company (that was already doing well), and that private company linked itself to key areas like, distribution, transportation etc...what direction would you take?
Oh by the way, and NOT trying to look to close but if you know that on the Hypur Venture site it specifies a number of companies that will be entangled with Hypur....We also see that they mention 100M that will be used for those (OMO is no longer a moderator, but the document was posted). If we read that note, it clearly stated (in smaller letter - lol) that these funds would be used across PRIVATE Companies.
BLPG is not private though? At the time of posting, neither were a handful of the other? Yet Now??? How many already moved over?
This is just another way to look at this. I have 6 of these paths built out, with only 1 left that its outcome would be less than brilliant (positive). Each time an action takes place it alleviates an unknown (unless they screw up and put out something just wrong or illegal).
The above does NOT take away an RM, or a buyout from VISA.
I suspect if we all started sharing even a bit more and started posting exact pathways and WHY and HOW they are a possible (then probable) path, many would vastly be less concerned.
Yes, Yes I am well aware that for many, when you find a nugget this large already sticking out of the dirt, you don't want to yell it out at the top of your lungs, in part, you will never get another share at such a reduced rate.
Some of us bought in at 2-5 cents back some years ago, knowing full well many pieces of this were aligned.
A few of us even bought millions at .004 after writing out and defining in detail, what exactly would have to happen for this company to become great.
Some of us (not me -cry cry) were even lucky enough to grab some at .0002. ( I believe it only happed once?).
As each of those areas were defined, and each one happened we could alleviate other possible paths, that had become obsolete.
Now we are at .01-.02 cents a share, and the final piece for a number of paths has been done (way better than 1/20 RS I might add).
I would state here that next we will see 3 to 8 bucks a share (in other words .03 - .08 cents in before RS speak).
Now BLPG is not a debt HOG (nearly all unrelated debt gone - Hypur only one with Related debt), but a more or less balanced company, unlike when we all started. That is key and can be easily validated now, and by all - just simply go out to the SEC and read the prior reporting - for a little more excitement, and an interesting piece of the puzzle take them side by side and take off the difference. Look at that difference, do you see anything?
Sure RM is possible.
Sure BLPG going private and becoming a sub to Hypur is possible.
Sure Buyout from VISA is possible.
what do you think the other 3 are? If you share then I will also. Meaning I will show exactly why I agree or disagree with you. Lets have some real fun here?
Would there ever be a clear reason to not share this info? Yes of course, the price will not drop when RS happens, and we all have a small fortune on the side to jump on it. Currently I am seeing fewer and fewer indicators that show that it will happen now, so who cares (Plus I have all the shares I am going to get - lol).
Thoughts?
FYI - Correct, but am NOT referencing Class A preferred shares. In fact, I was more specifically referencing Class B preferred shares.
To validate my own statement, I just went out and pulled a company - in this case ALESCO FINANCIAL INC.
They have Class B Preferred shares with Voting rights.
I then went out to validate whether or not it mentions what type of Preferred shares are to be issues, but was unable to pull that, at least from the current/past 8K that informed us of the RS, initially and at present.
I then went back to validate against Hypur Ventures document that stated both Class A and B would be issued on behalf of an assortment of companies (a document that OMOLIVES had posted from their site some odd years ago, but has since been removed as far as I can tell) and was unable to locate any ERXACT detail there as well.
Just keep this in mind:
(Cut and Paste):
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. ... Both types of stock represent a piece of ownership in a company, and both are tools investors can use to try to profit from the future successes of the business.
(End Cut and Paste)
Focus on the words USUALLY (meaning NOT ALWAYS) and FUTURE Successes.
I believe both of these forward statements will be shown in more detail very soon (after the RS) and with combination of new product to be released - both I should hope being represented on the new BLPG website?
If I break out each piece and their alignments, it forces me to look at the number of Preferred, and why it is placed at (rounded up to) the number of Preferred shares acknowledged in the 8K.
From there we can all deduce a number of possible factors. One of them being whether or not an RM is even possible (feasible)..
Anyway, my line of reasoning. I built a program that does all this for me, as the number of POSSIBLE (and probable) paths are defined by what is, then what can be based on that ONLY (and currently at all points).
Anyway, my two typing fingers are getting tired, so I shall wish you good luck, and fair weather ahead....Don't forget to get that extra wheelbarrow.
Go BLPG.
MrDALE - Forgive me, final point, just to clarify:
If HYPUR can be paid the shares owed to them using the prefered (legally), then there will be rules surrounding them...how soon they can be cashed in etc... etc...
That is the reason I stated go buy a wheelbarrow.
In my opinion, and based on my DD, that shows that HYPUR, would not only own and control BLPG, but as long as they held unto those shares, that would never change.
That too me translates into them "NOT" selling their owed shares, which to us means no HEAVY dumps etc....
That would then translate into, NO DILUTION, as that would then reduce the over-all value of THIER shares...so on, and so on....
MRDALE, This may also be the reason many may wonder WHY...WHY, the stock, once announced the RS did not drop last time. It was very surprising, at least to me - I believe OMOLIVES showed his surprise, or at least that is how I took his comment, some months ago.
Bottom Line - Shares to Hypur must be paid somehow. Perhaps they will take the % of the 100M Preferred shares? If that is the case, and why they defined the 8K the way they did, then hold on!! Meaning that there is another set of indicators that show that you will need to report to Home Depot, in order to buy a wheel burrow, cause your going to need it to carry all the cash you will make - lol.
MRDALE - I think we can look at dilution a number of different ways right?
1. According to RS Preferred shares (100M) after RS could be an indicator.
2. 14M authorized shares with only 8.44M issued could be another indicator.
If Number 1 happens then we could assume that those shares would be procured by institutions. Thus in my opinion, Number two would dilute, thus making the Institutional buyers unhappy. I don't see that happening.
That stated, keep in mind the common shares owed to Galvin and his boys (HYPUR), which can be found on the last quarterly. I then must deduce that if the current shares (After RS) have not been diluted, that another action to pay them their shares in the future must happen.
So I believe the question we need to ask ourselves is: Is the difference in what is owed and what remains after the RS greater than (or equal to) the number of outstanding shares that are owed to Hypur?
Thoughts?
Not to butt in rudely, but...we could also say that the fewer shares to trade equates to a faster increase by fewer shares bought. Remember the ultimate goal of a traded company is to increase value beyond a "penny share" of 1-3 bucks right? That is why we could push the argument that Once the RS happens, it would be to increase share price rapidly. Thus anyone could manipulate the Market, unless another RS happens to increase the overall Authorized amount.
That said, and not to defeat my own argument, but Nestle and companies like that have purposely opted out of a higher placement, due in great part to reporting issues (or lack there of on the OTC).
Thoughts?
I think we all should look at the near term capabilities of this stock now.
Keep in mind there are two possible (near term) possibilities here.
We all understand that the RS will happen according to the 8K, so lets start there (July 6).
Number 1: After the RS the stock will initially drop. This is a knee jerk response to an OTC company. Too many times I have only heard an RS is bad voodoo. I am hoping (crossing my fingers and toes), this will be the case. It will (May) very possibly be the last time we can scoop up less expensive shares.
Number 2: Too many may already have a clear picture of what this stocks potential, and after RS, it will just climb. No MORE inexpensive shares.
My biggest worry is that the 217 share holders on record, will drive this up (Hype), and that by the time the dust settles, the actual revenue/enterprise value of the company itself, will be overly inflated.
In other words, it will not drop to around 80 cents (.008 prior to RS), but instead will maintain the .0125 (or 1.25 after RS), and just continue to grow from that point. This in part is due to the new (secret) product getting ready to come out (which I think will be them opening up their new website, with a clear line that in some way shows the fintech company HYPUR, and its alignments).
Thoughts?.
Agreed!
Correct. I believe the new product will be highlighted on BLPG website, which will finally be turned on.
Call me greedy, but I still hope the RS will scare a bunch, as it drops then I can grab another chunk.
NOT going to go down in value, unless the next quarterly comes out and shows a distinct drop in revenue/other.
Go BLPG, GO HYPUR!!
Do you see any negatives?? I just don't, but there must be?? Thoughts?
I don't think so, but they will reverence Hypur product for sure! AND...AND...New products...so when did you think the website will be ready - next week? I see a picture forming CHING CHING!! Lets see if I am right?
And what will it specifically say about Hypur!
I will make sure my pockets have zippers before sitting down at that game - way too much brain power.
I can feel everyone waiting for OMO reply - .....
Yep for the debt.
I suppose we all know how this ends, but GEEEEEEZZZZEEE already, lets get on with it!! Ya, Ya, enjoy the adventure as much as the end state, but enough already!!!! GO BLPG!! GO HYPUR, and GO VISA!!
YES!!!!! Come on BLPG!!.
For sure blue sky's ahead. Hey I cannot wait till someone starts bragging about how they bought in at 8-10 bucks a share, and are ecstatic about it.
I might go out on a limb and say NO. I suspect it will be maintained, and grow. To be up listed. That is the reason for everything coming out as it is. Very exciting times Ladies/Gents.
Absolutely, CERE went from .0085 (ish) to 40 cents - NO RS, look it up. Land of lakes ended up buying it.
The Preston that works for Mr. Deeds?
Ha ha, no, I like seeing the banter, as most do I suspect. It adds that little bit of excitement needed. To keep my rear in the chair.
I just think too many may not be seeing just what has actually happened so far...really don't want to continue to repeat the same things - just figured if I put a clean and reviewed by all document out, then we could all move past the basic steps of this, like whether or not BLPG is actually even a company - lol.
A clean starting point, so all can start to work the new ideas as they come out. I have 11 paths left of MANY (I think for this stock I started with over 100 initial (possible to probable) pathways.
As those narrow beyond the remaining potentials (11), I myself could use more eyes.
Just figured I would invite more in on this project, and at the same time assist the newer guys in the way that I do DD.
It benefits all.
A nice white paper reviewed by all, will get this engine started.
D
Great.
I'm working it now.
Great.
I am going to do a clean write-up.
I'll need a number of personnel to verify I have FACTS only (the starting point).
I want (need?) to show EXACRLY where we were last year, and the changes that have happened since.
Once we all agree on a sound platform, then we will all need to push the data into each of these areas.
Give me one day to really get a clean white paper done, then I'll send it out.
I'll need an area to dump it in for review PRIOR to going out, to ensure I have captured all the necessary and correct points.
I have spoken with OMO a number of times, perhaps he will post to IHUB as well.
Thoughts?
Hmm, good point, not necessarily share holders, but I wonder if I (we all) could get a count of users following across all platforms? Then I (we) could put together something to show exact details and each piece of progression and get it to them, so all know exactly what's going on here -
A data point paper (basic white paper) that is accurate and completely factual, so we could assist MANY to better understand what exactly we are all looking at when we are all speaking so wonderfully about BLPG?
Too many have doubts. Too many are Leary....they need a kick start...a clear picture. A picture without any opinions. A picture that shows exactly where they came from, and where they are going.
THEN, all are on the same starting page.
Then we can all start to show the different leg work from each of the different POSSIBLE paths ahead.
Might be a way to alleviate a number of already spoken about paths - and get all of us here on IHUB to focus on the more or less plausible scenarios.
This would also help the more seasoned personnel here on the board as well, as then they could respond to legitimate and developed questions, instead of not participating.
Thoughts?
D
Please for the love of all that is good, where are you getting your current share holder numbers?
Meaning, how many share holders do you think BLPG has??
According to OTC, they have 217 as of 05/14/2021 (per OTC).
For the life of me, I cannot understand why such a low count???
Ideas? Am I missing something?
Welcome back LL! Hope all went well. Nothing like a forced break to slow you down eh!
Understood.
Look at the last quarterly - did you happen to see what they (BLPG) stated about pulling 30M preferred shares at their time of choosing?
When you read that, what are you seeing?
A final note on the topic of Pumping and dumping, as I am aware many new personnel coming on line for this stock:
Be clear, we all have an agenda, and that is to make money. Pumpers and dumpers.
YOU must look into the details yourself(esp. in OTC), or you will be led (good or bad).
A format like IHUB, can only work for you if you take the info you read and verify it period.
That stated, I am telling you BLPG is a golden company with vast potential, based on its CURRENT connections, and its CURRENTLY defined reporting. Now go to the SEC and pull up their last two years of reporting - do a comparison of what was, and what is....look closely at the difference, I promise you will see what I am seeing (notice I did not say we).
Find others that hold the same ideology, and when they post a piece of info, go out and verify it. If it cannot be verified....then take that piece and define it as the end state, and see if the idea is even rational. Be careful, some ideas that seem sound are not, and interesting enough, many that seem obvious, are not as well - lol
Start building a picture. Share it with us all, so we can be enlightened. So we all can take advantage of this satiation, GOOD OR BAD.
Lets make this platform work for us.
Do NOT get upset if others don't fall in line (get on board).
PLEASE do NOT just state something without any back-up (or a direction you are going) because all that ever does is add doubt to the already growing list of worries many of us have, as we all try to support our families and buy the necessary number of wheel burrows we all need to get our cash home. This will make it much harder for those just here to entangle themselves (create confusion), just to grab a few dollars and run.
Nice!!
When you take account for all the moving pieces, and realize that each piece must be balanced to vary degrees, then you also realize that the share holder piece MUST be balanced at some point or it will be used against them in the future, you also realize that the MM/Others are defining the PLATE that you and them will be using in the future to hold all our food, then you will see that a direct negative (or end state to crushing share holders) is very unlikely in this case.
D
The irony to this statement is itself interesting RIGHT!
Such a basic need, yet so powerful.
Ladies/Gents;
Nothing like some good bantering, but we all know DD is necessary, esp. if your going to comment, and are truly aligned with the stock itself, and doing it in an effort to raise awareness blah...blah..blah......Plenty of tricksters here, just be aware always.
I normally don't share "HOW" I come to my conclusions, as the route I take is very labor intensive for my team and I.
But here goes-------------
My team and I have built a sort of manual algorithm. I built it in a way that allows me to define each piece against each other and reduce out a negative - let me explain.
We take a company and lay it out based on its reporting. That means we take official documents only and show CURRENT. Yes The company itself ONLY..
Then we brain storm all possible outcomes - we call this the end state.
For BLPG my team and I found 42 plausible end result's(end states), it could have based on its CURRENT state of being.
The difference is the DD. We do a clean map (write-up) of what MUST happen in order for that end state to become for EACH of those end states.
Then my team adds each piece from current company to each sheet until that direction (path) has been shown to be negative (not possible).
My team is down to 11 known and possible outcomes, as each variable is accounted for.
I would share those 11 with you all, but frankly it would not be worth it, as the context of each of the remaining paths has much detail, and I am NOT willing to be on the computer for 20 hours defining details that could be misunderstood, and would ONLY confuse.
RS is next step. If they do, then 7 of those 11 remain. if they do not, then only 4 paths remain.
Only 1 (ONE) path has a detrimental (negative) end result or end state based on my team, and their massive data collection efforts. This is why I mention the number of share holders all the time.
Please read the below document and let me know what you see. I am JUST SHARING. If in doubt, then go to the SEC and physically pull the document yourself (that's proper DD).
HERE IS THE COPY PASTE as I cannot seem to upload unless I pay for another level?
:START Document":
ECURITIES AND EXCHANGE COMMISSION
(Release No. 34-80888; File No. SR-NASDAQ-2017-053)
June 8, 2017
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change to Amend Rule 5110(c) to Permit a Reverse
Merger Company to Qualify for Initial Listing Under Any Applicable Listing Standard After
Satisfying the Required Seasoning Period
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),
1
and Rule
19b-4 thereunder,2
notice is hereby given that, on May 25, 2017, The NASDAQ Stock Market
LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or
“Commission”) the proposed rule change as described in Items I, II, and III below, which Items
have been prepared by the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed
Rule Change
The Exchange proposes to allow a former reverse merger company to qualify for initial
listing under any applicable listing standard after satisfying the required seasoning period.
The text of the proposed rule change is set forth below. Proposed new language is
underlined; deleted text is in brackets.
* * * * *
5110. Change of Control, Bankruptcy and Liquidation, and Reverse Mergers
(a) – (b) No change.
(c) Reverse Mergers
1
15 U.S.C. 78s(b)(1).
2
17 CFR 240.19b-4.2
(1) A Company that is formed by a Reverse Merger (a “Reverse Merger Company”) shall be
eligible to submit an application for initial listing only if the combined entity has, immediately
preceding the filing of the initial listing application:
(A) No change.
(B) maintained a closing price [of $4 per share or higher]equal to the share price requirement
applicable to the initial listing standard under which the Reverse Merger Company is
qualifying to list for a sustained period of time, but in no event for less than 30 of the most
recent 60 trading days.
(2) In addition to satisfying all of Nasdaq’s other initial listing requirements, a Reverse Merger
Company will only be approved for listing if, at the time of approval, it has:
(A) No change.
(B) maintained a closing price [of $4 per share or higher]equal to the share price requirement
applicable to the initial listing standard under which the Reverse Merger Company is
qualifying to list for a sustained period of time, but in no event for less than 30 of the most
recent 60 trading days prior to approval.
(3) No change.
* * * * *
The text of the proposed rule change is available on the Exchange’s Website at
http://nasdaq.cchwallstreet.com, at the principal office of the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the Exchange included statements concerning the
purpose of and basis for the proposed rule change and discussed any comments it received on the 3
proposed rule change. The text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below,
of the most significant aspects of such statements.
A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
In 2011, Nasdaq adopted additional requirements (the “Reverse Merger Rules”) for
companies applying to list after consummating a reverse merger with a shell company (a
“Reverse Merger Company”).3
These additional requirements were proposed in response to
regulatory concerns, including accounting fraud allegations, which had arisen with respect to
Reverse Merger Companies, and were designed to improve the reliability of the reported
financial results of Reverse Merger Companies by requiring a pre-listing ‘‘seasoning period’’
during which the post-merger public company would have produced financial and other
information in connection with its required Commission filings. A Reverse Merger Company
was also required to meet the minimum share price requirement for a sustained period of time,
but in no event for less than 30 of the most recent 60 trading days, before filing its application
and before being approved for listing.4
Of course, a Reverse Merger Company is also required to
meet all other requirements for initial listing before it could be approved.
3
See Exchange Act Release No. 65708 (November 8, 2011), 76 FR 70799 (November 15,
2011) (SR-NASDAQ-2011-073). Rule 5005(a)(35) defines a “Reverse Merger” as any
transaction whereby an operating company becomes an Exchange Act reporting company
by combining, either directly or indirectly, with a shell company which is an Exchange
Act reporting company, whether through a reverse merger, exchange offer, or otherwise.
The rule also provides certain exceptions to this general definition and provides guidance
on the factors Nasdaq will consider in determining whether a company is a shell
company.
4 Rule 5110(c). A publicly traded company that applies for listing under the Market Value
of Listed Securities standard in Rule 5505(b)(2) would also need to meet the applicable 4
At the time Nasdaq adopted the Reverse Merger Rules, all companies were required to
achieve a minimum $4 bid price for listing. Subsequently, in 2012, Nasdaq modified its listing
requirements to add an alternative to the $4 minimum bid price per share requirement (the
“Alternative Price Requirement”).5
Under the Alternative Price Requirement, a security could
qualify for listing on the Nasdaq Capital Market if, for at least five consecutive business days
prior to approval, the security has a minimum closing price of at least $3 per share, if the issuer
meets the Equity or Net Income standards, or at least $2 per share, if the issuer meets the Market
Value of Listed Securities standard, in addition to other criteria designed to ensure that the listed
security would not be considered a penny stock.6
At the time, because Nasdaq did not yet have sufficient experience with the Reverse
Merger Rules or any experience with the new alternative price criteria, Nasdaq did not allow
Reverse Merger Companies to list under the Alternative Price Requirement.
Nasdaq now believes it is appropriate to allow a former Reverse Merger Company to
qualify for initial listing under any applicable listing standard, including the Alternative Price
Requirement, after satisfying the seasoning period required by the Reverse Merger Rules. In
making this change, Nasdaq notes that the Reverse Merger Rules’ seasoning period requires that
a company must wait at least one year after it files with the Commission or other Regulatory
Authority all required information about the transaction, including audited financial statements
price requirement for 90 consecutive trading days prior to applying, although these
periods can run concurrently.
5
See Exchange Act Release No. 66830 (April 18, 2012), 77 FR 24549 (April 24, 2012)
(approving SR-NASDAQ-2012-002) (the “Alternative Price Filing”).
6
Specifically, the company must have net tangible assets in excess of $2 million, if the
issuer has been in continuous operation for at least three years; or net tangible assets in
excess of $5 million, if the issuer has been in continuous operation for less than three
years; or average revenue of at least $6 million for the last three years. See Nasdaq Rule
5505(a)(1)(B) and IM-5505.5
for the combined entity and that the Reverse Merger Company must have timely filed all
required periodic financial reports with the Commission or other Regulatory Authority for the
prior year, including at least one annual report with financial statements for a full fiscal year
commencing after it filed the necessary information about the transaction. Nasdaq believes that,
upon completion of this period, it is appropriate to treat a Reverse Merger Company in the same
manner as any other company and to permit listing under any of Nasdaq’s applicable listing
requirements, including the Alternative Price Requirement.
Rule 3a51–1 under the Act7
defines ‘‘penny stock’’ as any equity security that does not
satisfy one of the exceptions enumerated in subparagraphs (a) through (g) under the Rule. If a
security is a penny stock, Rules 15g-1 through 15g-9 under the Act8
impose certain additional
disclosure and other requirements on brokers and dealers when effecting transactions in such
securities. Rule 3a51–1(a)(2) under the Act 9
excepts from the definition of penny stock
securities registered on a national securities exchanges that have initial listing standards that
meet certain requirements, including a $4 bid price at the time of listing. If a security listed
under the Alternative Price Requirement no longer meets the applicable net tangible assets or
average revenue tests following initial listing, and does not qualify for another exclusion under
the penny stock rules, the security could become subject to the penny stock rules.10
Further,
broker-dealers that effect recommended transactions in securities that originally qualified for
7
17 CFR 240.3a51–1.
8
17 CFR 240.15g–1 et seq.
9
17 CFR 240.3a51–1(a)(2).
10 The Commission has previously noted the potential for abuse with respect to penny
stocks. See, e.g., Securities Exchange Act Release No. 49037 (January 16, 2004), 69 FR
2531 (January 8, 2004) (‘‘Our original penny stock rules reflected Congress’ view that
many of the abuses occurring in the penny stock market were caused by the lack of
publicly available information about the market in general and about the price and trading
volume of particular penny stocks’’).6
listing under the Alternative Price Requirement, among other things, under Commission Rule
3a51–1(g), need to review current financial statements of the issuer to verify that the security
meets the applicable net tangible assets or average revenue test, have a reasonable basis for
believing they remain accurate, and preserve copies of those financial statements as part of its
records. To facilitate compliance by broker-dealers, Nasdaq monitors the companies listed under
the Alternative Price Requirement and publishes on the Nasdaq Listing Center web site a daily
list of any such company that no longer meets the net tangible assets or average revenue tests of
the penny stock exclusion, and which does not satisfy any other penny stock exclusion.11
Nasdaq also specifically reminds broker-dealers of their obligations under the penny stock
rules.12
To address concerns about the potential manipulation of lower priced stocks to meet the
initial listing requirements, securities listing under the Alternative Price Requirement are
generally required to maintain a $2 or $3 closing price for five consecutive business days prior to
approval for listing, rather than on a single day as under the $4 price test, to reduce the risk that
someone might attempt to manipulate or otherwise artificially inflate the closing price in order to
allow a security to qualify for listing. 13
Under the proposed rule change, this requirement would
11 https://listingcenter.nasdaq.com/PennyStockList.aspx
12 In approving the Alternative Price Filing, the Commission stated that it believed that
although the listing of securities that do not have a blanket exclusion from the penny
stock rules and require ongoing monitoring may increase compliance burdens on brokerdealers, the additional steps taken by Nasdaq to facilitate compliance should reduce those
burdens and that, on balance, Nasdaq’s proposal is consistent with the requirement of
Section 6(b)(5) of the Act that the rules of an exchange, among other things, be designed
to prevent fraudulent and manipulative acts and practices, to promote just and equitable
principles of trade and, in general, to protect investors and the public interest. 77 FR at
24552.
13 A publicly traded company that applies for listing under the Market Value of Listed
Securities standard in Rule 5505(b)(2) would also need to meet the applicable price
requirement for 90 consecutive trading days prior to applying.7
be further heightened in the case of a Reverse Merger Company, and the security would have to
maintain the applicable $2 or $3 closing price for a sustained period of time, but in no event for
less than 30 of the most recent 60 trading days prior to its application and approval for listing.
In addition, if a security listed under the Alternative Price Requirement subsequently
achieves a $4 closing price over at least five consecutive business days, and the issuer and the
security satisfy all other relevant initial listing criteria, then such security would no longer be
considered as having listed under the Alternative Price Requirement. While this potentially
could provide an incentive for market participants to manipulate the price of the security in order
to achieve the $4 closing price and no longer be considered as having listed under the Alternative
Price Requirement, Nasdaq adopted measures designed to address those concerns for any
company listed under the Alternative Price Requirement, which the Commission concluded
should help reduce the potential for price manipulation to achieve the $4 closing price, and in
this respect are designed to prevent fraudulent and manipulative acts and practices consistent
with Section 6(b)(5) of the Act. Specifically, Nasdaq will conduct a robust, wholesale review of
the issuer’s compliance with all applicable initial listing criteria, including qualitative and
quantitative standards, at the time the $4 closing price is achieved, and will have a reasonable
basis to believe that that price was legitimately, and not manipulatively, achieved. Nasdaq also
applies enhanced surveillance procedures to monitor securities listed under the Alternative Price
Requirement in the period around when they achieve $4, and would no longer be considered as
having listed under the Alternative Price Requirement, to identify anomalous trading that would
be indicative of potential price manipulation. These measures would also apply to a Reverse
Merger Company listed under the proposed rule change. 8
Accordingly, Nasdaq proposes to remove references within the Reverse Merger Rule
requiring the security of a Reverse Merger company to achieve a $4 minimum bid price and
replace those references with a requirement that the security satisfy the share price requirement
applicable to the initial listing standard under which the Reverse Merger company is qualifying
to list.14
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section 6(b) of the Act,15 in
general, and furthers the objectives of Section 6(b)(5) of the Act,16 in particular, in that it is
designed to promote just and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system, and, in general to protect
investors and the public interest. The proposed rule change will allow a Reverse Merger
Company to satisfy any of the already approved listing requirements for listing on Nasdaq and,
thereby, eliminate an unnecessary impediment to a free and open market and a national market
system. A company listing under the alternative price requirements of Rule 5505(a)(1)(B),
including a Reverse Merger Company listing under this proposed rule change, must also satisfy
additional requirements designed to ensure that the listed security would not be considered a
penny stock and, following listing Nasdaq will monitor the company and publish on its website if
the company no longer satisfies those additional requirements or any of the other exclusions
from being a penny stock contained in Rule 3a51-1 under the Securities Act of 1933. In
14 Nasdaq rules permit Nasdaq to apply additional or more stringent criteria for the initial
listing of securities in situations where it would be inappropriate to list a Reverse Merger
company at a reduced price, such as where the company has not demonstrated the ability
to maintain compliance with the continued listing requirements. See Nasdaq Rule 5101.
15 15 U.S.C. 78f(b).
16 15 U.S.C. 78f(b)(5).9
addition, whereas other companies listing under the Alternative Price Requirement must satisfy
the applicable closing price for five consecutive business days, a Reverse Merger Company
listing under the proposed rule change will be required to meet the heightened requirement in the
Reverse Merger Rules and must satisfy that price for a sustained period of time, but in no event
for less than 30 of the most recent 60 trading days before it can apply and be approved. Further,
given that a Reverse Merger Company must satisfy a seasoning period, and timely file financial
information during that period, Nasdaq believes that the proposed change to allow a Reverse
Merger Company to list under any of the approved listing requirements protects investors and the
public interest.
B. Self-Regulatory Organization’s Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will impose any burden on
competition not necessary or appropriate in furtherance of the purposes of the Act. To the
contrary, by eliminating a disparity between Nasdaq’s rules and those of NYSE MKT, the
proposed rule change will enhance competition.17
C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule
Change Received from Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action
Because the foregoing proposed rule change does not: (i) significantly affect the
protection of investors or the public interest; (ii) impose any significant burden on competition;
and (iii) become operative for 30 days from the date on which it was filed, or such shorter time
as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of
17 Section 101(e) of the NYSE MKT Company Guide permits a Reverse Merger Company
to list on NYSE MKT upon satisfaction of any applicable listing requirement, including
those with a $2 or $3 minimum price.10
the Act18 and subparagraph (f)(6) of Rule 19b-4 thereunder.19
At any time within 60 days of the filing of the proposed rule change, the Commission
summarily may temporarily suspend such rule change if it appears to the Commission that such
action is: (i) necessary or appropriate in the public interest; (ii) for the protection of investors; or
(iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action,
the Commission shall institute proceedings to determine whether the proposed rule should be
approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and arguments concerning
the foregoing, including whether the proposed rule change is consistent with the Act. Comments
may be submitted by any of the following methods:
Electronic comments:
? Use the Commission’s Internet comment form (http://www.sec.gov/rules/sro.shtml); or
? Send an e-mail to rule-comments@sec.gov. Please include File Number SR-NASDAQ2017-053 on the subject line.
Paper comments:
? Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange
Commission, 100 F Street, NE, Washington, DC 20549-1090.
18 15 U.S.C. 78s(b)(3)(A)(iii).
19 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory
organization to give the Commission written notice of its intent to file the proposed rule
change at least five business days prior to the date of filing of the proposed rule change,
or such shorter time as designated by the Commission. The Exchange has satisfied this
requirement.11
All submissions should refer to File Number SR-NASDAQ-2017-053. This file number should
be included on the subject line if e-mail is used. To help the Commission process and review
your comments more efficiently, please use only one method. The Commission will post all
comments on the Commission’s Internet website (http://www.sec.gov/rules/sro.shtml). Copies
of the submission, all subsequent amendments, all written statements with respect to the
proposed rule change that are filed with the Commission, and all written communications
relating to the proposed rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission’s Public Reference Room, 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m.
and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All submissions should refer12
to File Number SR-NASDAQ-2017-053, and should be submitted on or before [insert date 21
days from publication in the Federal Register].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.20
Robert W. Errett
Deputy Secretary
"END Document"
forgive the long read.
KD
? I guess I don't understand this comment. Not a conspiracy. the annual plus just the last quarterly show absolute increase?
Both Companies are basically owned by Hypur (BLPG difference is Hypur owns a majority shares (see debt and shares paid out), as well as all current related debt.
Galvin himself, as well as 3 other clearly stated that BLPG HAS (NOT HAD) a very exciting future.
BLPG is stating now that they will keep 30M preferred shares, which they can execute at the time of their choosing.
They have dropped their OH place, yet have kept their current and AZ locations, the latter being located just a county over from Hypur in AZ.
Bottom line, cost of business has been lowered based on the extended growth.
If you read the LAST quarterly, and then go back and take a look at the same quarterly for 2019 and do a quick comparison, you can more easily see a path forward.
No Nicola Tesla, I have built a radio wave (communication device) and am communicating with their minds, instead of Martians!
I meant Scottsdale, AZ - Not Mesa, that is another situation I'll reference later after I get a couple more pieces.