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They're weird, without doubt.
We logicians tried to differentiate ourselves from pure maths types by being funnier & better dressed while just as weird - didn't work that well, I'm afraid.
Good luck!
While you're doing this, I'll be working on my proof that Titian's portraits conclusively demonstrate that Charles V did *not* suffer from pseudobulbarism, contra the opinions of modern revisionists.
After all these years and efforts to prove it, the best bet I think is that Fermat (like countless others) thought he'd found a simple proof, but was mistaken.
Personally, as a different kind of logician, I never found this kind of stuff very interesting. But then again I did spend ~3 years obsessing about the different meanings of the word "and". *Perhaps* even weirder, or maybe a symptom of crypto-pseudo-bulbar-ismus.
I think more than just puzzle solving, though that's part of it. The theorem looks so simple ("No n > 2 for which x^n + y^n = z^n") that not knowing how to prove it can seem to indicate some lack in one's basic understanding of numbers and mathematics.
Never heard of it!
Pretty sure I can convince myself I've got it, though. Just takes a bit of imagination.
Consider a problem like Fermat's Last Theorem. I have no clue what it's about, and probably wouldn't begin to understand it if it were explained to me. But obviously it was a seductive story; the proof Fermat said he'd worked out, but that had somehow been lost. Were subsequent attempts affected by changes in the field of mathematics over the next 350 years? That would be, from the point of view of someone like me, an interesting idea to pursue. And perhaps easier to deal with than arriving at the proof itself, though not by much. So count me out. But as far as I know, solving that kind of mathematical problem is no more "useful" than determining the year in which Leonardo da Vinci's portrait of Cecilia Gallerani was painted.
I did part of my PhD with a group that had been extravagantly funded (relatively speaking) in part to prove Fermat's Last Theorem using mathematics built on a funky new logic.
Didn't work - big sadness!
For me, the unanswered question was: Why care about FLT anyway? (Apart from the glory aspect.)
You can see why mathematicians cared about it, though - very simple statement, looks like it "should" be easy to prove. It finally fell to very complex mathematics, certainly way beyond whatever Fermat had available to him.
Thanks for "pseudobulbar".
https://en.wikipedia.org/wiki/Pseudobulbar_palsy
Always good to add a new item to the hypochondria worry list.
From the docket, looks like he showed up but the hearing was adjourned to 11th August. There's a letter from the trustee's attorney demanding that Cohen provide a valid mailing address for re-service of the subpoena, so I guess he claimed that he never received it?
This was Mr ThePennyKing's last transaction with the court in his SEC case:
01/10/2008 225 RECEIPT of Payment: $ 0.01, receipt number 70020289 (no image attached) (LG) (Entered: 01/11/2008)
Is there anybody this funny out there these days?
(OT) Save the chihuahua!
Gabor Acs and his little friend
The trustee in CR's personal BK case has filed a contempt motion against Cohen for ignoring a subpoena summons. Hearing scheduled for 7th July.
And a new 8-K, saying it's fixed:
Effective January 1, 2015, on May 21, 2015, we reinstated the Amended Patent License Agreement with S&W after its termination. In consideration for the reinstatement of the Amended Patent License Agreement, we are required to pay $45,000 no later than June 15, 2015. If S&W does not receive payment of $45,000 and an annual due diligence report in accordance with Section 5.2(b) of the Amended Patent License Agreement, by June 15, 2015, the Amended Patent License Agreement will automatically terminate on June 15, 2015, with no further notice required by S&W. Upon termination, all rights granted by the Amended License Agreement will revert back to S&W.
Reinstatement agt executed for VG by Tynan, not Haig.
10Q filed. Has this additional commentary re S&W:
The Company is currently engaged in negotiations with S&W to pay all amounts due, to cure the default, and to reinstate the terms of the original agreement as amended. At this time, the negotiations have not resulted in any final agreement between the parties and the agreement remains in default. In the event that the license cannot be reinstated, the Company will lose certain patent and other intellectual property rights that will impair its current research and development activities.
VG loses the Scott & White license:
http://www.sec.gov/Archives/edgar/data/1091326/000101968715002009/vglife_8k.htm
We were in compliance with these payment terms, except that the payment due January 1, 2015 was not made. As a result, we received notice of termination on March 10, 2015, which resulted in termination under the original Patent License Agreement on May 9, 2015. S&W has the right under the Patent License Agreement to charge daily interest on overdue payments commencing on the 31st day after the payment is due at the lower of either one and a half percent per month or the highest legal interest rate. This right does not terminate upon the termination of the Patent License Agreement.
The amount they were supposed to pay on 1st Jan looks like $45K. Is it possible that VG simply forgot to pay and then ignored the 10th March notice?
Presumably dealing with this was Haig's responsibility - he's "Vice President IP" and he's the signatory for VG on the agreements with S&W.
So, I would say that it is indeed possible.
Dunno how important this IP was for VG, but it seems like the relationship with S&W is in *excellent* shape :)
Perhaps we'll get some more detail when VG gets around to filing its overdue 10Q.
For anybody who remembers the Telynx comedy, its last auditor (Ted A. Ma1dsen CPA of SLC) was finally zapped by the PCAOB in January: http://pcaobus.org/Enforcement/Decisions/Documents/Madsen.pdf
All sorts of bad stuff to do with China-crap Sino Agro and REDTone, plus other failings.
Given that he's now retired not sure how much hurt this inflicts upon him. He should have been zapped years ago when Telynx was deregistered, given that Telynx's "audited" financials were obviously made up.
But at least they managed to get him while he's still alive ...
Dutchess S-1 now effective.
And another year goes by without any apparent progress on this - nothing on the court docket since 2013.
The judge (Douglas Woodlock) takes "senior" (ie semi-retired) status in June this year. Would be nice to think things might get resolved before then.
CR filed for Ch7 bankruptcy in December. The SEC has filed an appearance - of course they're a creditor for the settlement amount from the SEC case - and hopefully they'll do some kind of a job re putting him through the wringer on his real assets.
Creditors meeting on 20th Jan.
S-1 registration statement for the Dutchess deal filed: http://www.sec.gov/Archives/edgar/data/1091326/000101968714004506/vglife_s1.htm This will go through the SEC review & comment process before becoming active.
SEC's comment letters and VG responses for the Form 10 filing now available on EDGAR.
Dworkin was supposed to be sentenced on Nov 5. Dunno whether this happened - nothing about it on the court docket.
However, there is a letter from Holder-heir-apparent Loretta Lynch detailing progress in collecting on Ribotsky's $14.5M. Summary version: Zilch.
Detailed version:
Dear Judge Dearie:
The government respectfully submits this letter in connection with sentencing in
the above-captioned case, which is currently scheduled for Wednesday, November 5, 2014 at
10:30 a.m. During the last court appearance in this case, the Court adjourned sentencing and
requested that the government obtain additional information regarding efforts undertaken by
third parties to recover funds for investors of the NIR Group (“NIR”).
Recovery efforts are proceeding along two separate, parallel tracks. First, as the
Court is aware, on September 28, 2011, the Securities and Exchange Commission filed a civil
lawsuit against NIR and the NIR fund manager, Corey Ribotsky, alleging securities fraud.1 See
SEC v. NIR, 11-CV-4723 (JFB). On November 13, 2013, as part of a settlement with the SEC,
Ribotsky agreed to pay disgorgement, prejudgment interest and a civil penalty in the amount of
$14.5 million, and the Court entered judgment against Ribotsky in that amount. However, to
date, Ribotsky has failed to pay any funds to satisfy this judgment, and, as a result, the SEC has
undertaken action to enforce the judgment and recover assets from Ribotsky. Discovery
concerning Ribotsky’s income, assets, and ability to satisfy the judgment is ongoing, and the
SEC has informed the undersigned that Dworkin has provided substantial assistance to the SEC
in its collection efforts against Ribotsky.
Second, on July 21, 2014, PricewaterhouseCoopers, acting as liquidators for NIR
and on behalf of NIR investors (“the Liquidators”), filed a civil action in New York County
Supreme Court against Marcum & Kliegman LLP. A copy of this complaint is attached hereto
as Exhibit 1. In this action, the Liquidators seek $25 million in damages for failure to protect
NIR investors by properly conducting an audit. See Complaint, Exhibit 1, ¶ 1. As set forth in
the PSR, Marcum failed to produce an audit report for the year 2008, a time that the fraud to
which Dworkin pled guilty was ongoing. Attorneys for the Liquidators have informed the
undersigned that the parties are currently litigating pretrial motions. Attorneys for the
Liquidators have further informed the undersigned that Dworkin, acting at the direction of the
government, met with them and provided information useful to them. A letter from the
Liquidators to the Court is attached hereto as Exhibit 2.
Respectfully submitted,
LORETTA E. LYNCH
United States Attorney
Eastern District of New York
So they've paid their $10K to OTC Markets and filed the little annual disclosure statement, and with the Form 10 clearing SEC comments, OTC Markets has given them an "OTCQB" tag.
To some people this might mean "uplisting" but personally I don't see why it means anything in particular; they're still pennystock not listed on any exchange. Being an SEC filer is the meaningful thing, IMO.
However, they seem to be whispering that the "uplist" does mean something in terms of getting some kind of deal done:
Strategically, the timing of this move fits with the company's developments in research, pre-clinical, and clinical development of its patented drugs.
Guess we'll find out.
So they've now cleared the Form 10 comment process. I guess the next things to look out for on the filings front are the registration filing for the Dutchess deal and the comment letters (but doubt there will be much of interest in those).
Shouldn't the insiders be filing ownership notices?
New amendment to the Form 10 filed. Too much work to try to puzzle out what's changed except that the deadline for getting a registration statement filed for the Dutchess deal extended to 30 days after SEC signals no further comments on the Form 10; no surprise there.
Evidently that really pissed him off.
I guess it would. Message to pennyscammers: Always wear lots of bling, just in case.
Amendment to Form 10 filed. I wish these things were red-lined; would need work to discover all the changes, but I guess when the comment letters appear on EDGAR it will help.
One apparent thing: the Series B prefs have gone away. According to this amendment, they were put in place on 9 July, then on 19 July they decided to scrap them, with amendments to the Tynan/Odell agreements removing all references to them.
Question: how come the quarterly filed at OTC Markets on 13 Aug didn't say anything about this reversal?
Why the reversal? Some reg/tax/whatever unintended consequence discovered? Infighting amongst insiders? Who knows.
Anyway, it all looks chaotic & opaque and once again there's no independent director giving any comfort that outside shareholders' interests are being looked after while the insiders fiddle away at things.
I see that Kenny Eade's new career as author is really taking off. You can pre-order his new thriller now: http://www.amazon.com/Thrillers-Mysteries-thrillers-political-courtroom-ebook/dp/B00MQ9TK0O/ref=sr_1_4?ie=UTF8&qid=1409901845&sr=8-4
No word as yet on whether his dad Snookie thinks it's as good as Ken's bee book which he didn't read.
Cheap laughs tip: check out Ken's interactions with non-sock-puppet reviewers of his other books.
Form 10 buffoonery ... is this kind of thing common?
Pot-stock CNAB f/k/a MySkin filed a Form 10 in Jan 2012. The SEC had a bunch of comments and there was a series of responses and amendments, with the SEC having additional comments as of Mar 2012.
From then until August 2012, no response or any filings at all from the company. At this point the SEC reminded them that their Form 10 was now effective; they really needed to file their 10-Q's; and would they please respond to the comments from back in March.
The company came alive again and re-engaged in the Form 10 comment process, with the to-and-fro lasting until May 2013, when the SEC indicated no further comments. Approx 14 months after filing, with no suggestion I can see that the SEC ever threatened zapping the company for non-compliance.
Pathetic on both sides.
Form 10's are automatically effective 60 days after filing, I think, so VGLS is now an SEC filer and must file 10-Q's, 10-K's, 8-K's etc.
There haven't filed any amendments to the Form 10 so either the SEC had no comments; or comments were resolved without requiring amendment; or there were comments but VG kind of ignored them.
(The last scenario does actually happen - see the pathetic filing history of United Cannabis Corp f/k/a MySkin - and the SEC's pathetic lack of action to zap it for non-compliance.)
At some point any comment letters and responses should appear on EDGAR.
Less importantly, presumably VG can now apply to OTC Markets for inclusion on the OTCQB tier, as it has said it will do.
OTC Markets says that it does some kind of diligence on these applications and presents the tiering as something other than just getting companies to pay to avoid being tiered with all the pink scams. Maybe, but I don't see any huge reason for anybody to care about which tier OTC Markets assigns to a pennystock - they are not an exchange and it's just their own commercial decision how to handle this. Though I guess if there are still outstanding comments from the SEC then OTC Markets might not accept VG for the OTCQB tier.
Being an SEC filer should be a much more important thing for investors, regardless of "tier".
The other thing to look for is an S-3 or whatever registration for the Dutchess deal shares. According to the Form 10 VG is supposed to file this by 31 Aug (so I guess 1 Sep, actually).
Couple of things, going back to the Form 10:
- Haig holds 57.4% of the Series A, not 37% as I'd mis-remembered.
- Also forgot to take into account the R/S impact on Series A conversion: originally 10 common per Series A, now (10/600) per Series A.
- Ex 3.6 sets out the details of the Series A. On voting (later amendments for the R/S etc didn't change this):
... the aggregate number of votes to which the Series A Preferred Stock shall be entitled to vote is equal to the number of shares of Common Stock of the Corporation issued and outstanding at the time of such vote multiplied by 1.01 (the "Total Series A Vote"). The number of votes with respect to Series A Preferred Stock to which a holder of the Series A Preferred Stock is entitled to vote is equal to the Total Series A Vote multiplied by (i) the number of shares of Series A Preferred Stock held of record by such holder divided by (ii) the total number of Series A Preferred Stock issued and outstanding at the time of such vote.
So looks like my guess is basically correct: Series A in total has voting power equal to 1.01 the voting power of the total common, which means (1.01/2.01) = 50.2% of the total vote. Each Series A holder has voting power equal to its pro rata proportion of this 50.2%; plus its pro rata proportion of the 49.8% aggregate voting power of the common shares, if it holds common.
You can see this at work eg at the end of Ex 10.88, where a shareholder vote in Aug 2012 didn't need to go beyond just Haig, voting the Series A and common that he owned or controlled at that time, to get above 50%.
Filed their Q2 report at OTC Markets - on time! Think it's the first time I've every seen that.
Most interesting thing for me: They're getting rid of the Series A prefs and replacing them with a new class of Series B prefs. The Series B is the same as the Series A except that it doesn't have any liquidation preference or dividend rights and it is not convertible into common.
Odell and Tynan get 100,000 of the Series B as part of a new note deal in which they will invest up to $500K of which they have invested $200K to date. I guess this is to bridge through to the Dutchess deal, which will not kick in until the Form 10 becomes effective (60 days after filing, so later in Agust sometime). These new notes convert at $0.1245 so a much better deal for outside shareholders than the $0.0588 pricing used recently for other issues.
Current Series A holders can elect to convert them into common at the 10-for-one ratio provided for in the terms of the Series A; or into Series B at one-for-forty.
Given no conversion etc the Series B are purely a control instrument; collectively they will carry over the guaranteed 50.05% voting power of the Series A. There won't be a public market for them.
Presumably this is being done to wash out the control current Series A holders have over the company (Haig IIRC has 37% and no doubt effective control over some or all of the rest).
If all the Series A holders elect to convert into Series B, Odell and Tynan's 100,000 shares will give them 29%; if they all take common instead, Odell & Tynan will have 100% of the Series B. At that point I guess they can rejig the board and take complete control of VG.
(I could never figure out how things are supposed to work in terms of votes if there is disagreement amongst the Series A holders - do the parties split the 50.05% voting power pro rata and then look to see whether any of them have enough common to get votes on one position or the other above 50%, avoiding any need to go to the outside shareholders?)
If this is being done to chisel Haig out, maybe it's a good thing. If it's being done between Haig, Tynan & Odell to chisel out other parties - who knows?
As with the Series A, the Series B voting provisions mean that common shares don't have any effective voting rights. If anybody wants to get control of the company, they can do it by buying up the Series B. They could then take the company dark. Common holders wouldn't need to be paid anything, or told anything much, as far as I can see. Maybe there would be some recourse under Delaware law - good luck with that.
In any case, this is all being done between insiders with no independent directors assessing whether or not deals are in the interest of outside shareholders, who have just about zero visibility on what's going on. Personally wouldn't touch it with a barge pole, without credible independent directors and much greater transparency.
Perhaps they'll move in that direction - we'll see.
Dworkin sentencing delayed once again, to 5 Nov.
07/22/2014 27 Letter by the government, dated July 22, 2014, requesting an adjournment of the sentencing as to Daryl Dworkin (Paes, Winston) (Entered: 07/22/2014)
07/25/2014 ELECTRONIC ORDER as to Daryl Dworkin re 27 Letter from government counsel requesting adjournment of sentence currently scheduled for 8/1/14; advising that defense counsel consents to adjournment request. Court approves adjournment request. Sentence rescheduled to 11/5/2014 at 10:30 AM in Courtroom 10A South before the undersigned. SO ORDERED. Judge Raymond J. Dearie. Dated: 7/25/2014. (Mulqueen, Ellen) (Entered: 07/25/2014)
The govt's letter:
Dear Judge Dearie:
We write to respectfully request an adjournment of the sentencing in the above-referenced matter, which had been scheduled for August 1, 2014. At the June 3, 2014 sentencing proceeding, the Court asked the government, inter alia, to provide information about the steps being taken in the civil context by the Securities and Exchange Commission (“SEC”) to collect on its judgment in the related civil matter against Corey Ribotsky. The government is in the process of obtaining that information and needs an additional sixty days to provide the Court with a comprehensive report on the requested information. Based on the foregoing, the government respectfully requests that the Court adjourn the sentencing to a date in October 2014. The defendant, through his counsel, consents to this request.
Respectfully submitted,
LORETTA E. LYNCH
United States Attorney
Eastern District of New York
("Judge Dearie" - wasn't that from an old Monty Python skit?)
I assume that T&T doesn't have any interest in holding shares; they'd want to flip any they get. But at current reading volumes, selling 4M+ shares would take forever with every chance the share price would tank while you were trying to do it.
Not sure - it's pretty flaky drafting.
The body says that the only change to the original debenture http://www.sec.gov/Archives/edgar/data/1091326/000101968714002510/vglife-ex1028.htm is to replace the tranches and their due dates in Sec 3 by the stuff in Sched B.
"Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms."
But Sec 3 of the original debenture set out the amounts VG had to pay T&T on particular dates, in either cash or shares, with various default provisions if they failed to do so.
Very unclear to me how Sched B is supposed to fit with that. If I had to guess at the intent, I'd say:
- Term extended to 2020 for the whole remaining $862K.
- T&T can convert at VWAP whenever they like.
- If the VWAP is above $1/$2 at the end of a quarter, then they *have* to convert at least the amounts given in Sched B.
- Anything left at start 2020 converts at VWAP.
This seems consistent with the narrative in the body of the Form 10: eg
"Thereafter, as a result of DMBM, Inc.’s failure to perform beyond payment of $37,500, we entered into a debt settlement modification agreement with T&T and issued to them a convertible debenture in the amount of $862,500, maturing January 1, 2020 and bearing interest at 0.35% per annum. This note is generally convertible at the 15 day VWAP prior to conversion." (p68)
But just a guess.
Note that there's also an Ex 10.34 which appears to be exactly the same amendment with the same effective date as this Ex 10.102 you point to - very strange.
Certainly university research is a big source of successful drugs, but it is nevertheless the case that most uni research doesn't lead to a commercial outcome - a lot of research; a small percentage succeeds commercially.
Drug research in general of course has a low success rate. Interesting-looking recent paper http://www.nature.com/nbt/journal/v32/n1/full/nbt.2786.html
From the teaser charts you can see they claim overall success rate from Phase I thru acceptance is 10%-15%. The funnel from lab through Phase I would be even narrower, I suspect.
If VGLS is such a good opportunity, why don't they have a real venture investor? If they were able to attract venture funding would have been massively cheaper than the "investment" from DMBM etc.
I see three possibilities:
- They pitched to VC's but none of them thought the IP was interesting.
- They pitched to VC's but none of them would do a deal without taking a control stake or without Haig et al hitting the road.
- They didn't pitch to any VC's (likelihood = 0.0001% IMO).
On Phelps: He has no apparent credibility as a nanocap biotech investor, and the fact that his $40K investment is now worth ~$200 certainly doesn't improve that assessment. The annals of pennyland are full of depressing tales of big company execs making dumb investments. Very, very often they are appallingly bad at doing the kind of diligence required with tiny companies - in their corporate life that was something juniors did.
On Newell: She has no apparent track record of getting a molecule or drug to market, and her pre-VG attempt to commercialise some of the same IP via her own company failed after burning $5M (? - think that was the number). Most academically interesting research has zero commercial value; maybe this stuff is the rare exception; who knows?
I have no insight into her joining up & remaining with VG instead of some more credible partner. Maybe nobody else liked the IP; maybe nobody else would pay her as much as VG. I also have no insight into how important she regards this IP in relation to her other activities.
It's not that uncommon for Uni's to get into deals with dubious companies; if the lead academic wants to do a deal and the company is going to pay for patent prosecution etc then the TTO often doesn't have much room to block it. Plus they often suck at diligence.
And if you looked at that market research I don't think you'd find much detail on most of the companies mentioned, just a brief profile from public info.
Often the "best" scams are ones which have some kind of real activity going on - they last longer, give better story to support the core paper-printing business.
So to me none of this means that VGLS has definitely turned into a swan. More important: no apparent pump activity for quite a while. It'll be interesting to see whether that continues to be the case if/when the Dutchess deal goes active.
Other questions: Why are Haig/Arthur/DMBM still around? Why haven't they gotten any involvement from a real biotech investor?
But like I say, it'll be a really good thing if they do turn into a swan & I'll be happy to eat crow!
This seems like such crap. Anyway, the drone used for this: