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I tend to disagree with your statement as the 8K did point it out explicitly.
There is actually quite a bit of disagreement between Avenir/Cure and the previous accounting firm.
https://www.marketscreener.com/quote/stock/AVENIR-WELLNESS-SOLUTIONS-120796450/news/AVENIR-WELLNESS-SOLUTIONS-INC-Changes-in-Registrant-s-Certifying-Accountant-Financial-Statement-43545702/
https://opencorporates.com/companies/us_ca/201600510502
https://www.bizapedia.com/ca/advanced-legacy-technologies-llc.html
https://www.avenirwellness.com/sec-filings
Well, Nancy got 11MM (the IONIC loan/debt) for Sera Labs from ole Robby boy (might have been boinking her, to do something so stupid as the convertible debt notes especially at the interest rates).
So, it wouldn't take much extra from Nicole's end.
But, I seriously doubt they want to lose their listing even though it's PINK at the moment.
Even a Shell is worth quite a bit of cash. Then again, maybe she and Nicole will take it
private and then sell off the shell - screw the shareholder's really good.
I think the debt is MUCH Higher than this represents... but:
https://simplywall.st/stocks/us/pharmaceuticals-biotech/otc-curr/avenir-wellness-solutions/health
If the lawsuit does goes against Avenir - this will indeed be a "penny" stock. It already trades like one
and is on the PINKS now..... oh well.
Oh, sure it is - but RD..... he doesn't have any ethics except "look out for number one". Well, that is how
it sure appears after watching how he operates for the last 6 years. I mean really, taking a company from $5.83 per share to almost zero - that's a heck of a feat. Oh well - conflict of interest doesn't seem to bother the two companies at all. I figure Nancy let him stay in that position since she had no idea AT ALL how to run a publicly traded company - and hadn't figured out that RD hadn't either at the time.
It's going to be interesting to see if they EVER get the financials straightened out. From what I seem to have read, they already wrote off the IONIC debt over the past 3 years. At least it appears that way in the filings.
It will be interesting to see if ole Robby Boy delivers the final 2MM due at the end of July from the TF Tech Ventures patent deal.
It's possible that AGGIA is still selling some of the shares to generate more cash for the expansion costs involved. They had over 1 million insider shares sold on the last report. It takes money to make money.
With the expansion into the America's - these shares may have been sold to generate the up-front cash needed to reach all of the companies involved. Long-term - we are solid.
It's easy to do an end of day paint job in a stock that has NO VOLUME because it's about to go bankrupt.
The tremendous amount of 1080 shares traded today... and that was on TWO transactions. Woo Hoo
Half of 2023 is upon us. No financials, no updates on IONIC debt, No cash.
Nicole Kidman - no one really gives a rats ass about this as the vast majority of the population
has no idea. And for all of the outlets - no one even knows the product, so they aren't going to grab
for a higher-priced item.
Oh oh Robby boy, you sure SCREWED over your shareholders. You should feel really bad.
What a putz.
Yes indeed !
Another POSITIVE for the company.
Great point - neither am I
I would imagine those additions will double monthly revenues given some time.
It seems that we could be seeing a company whose share price will rise past $5/share.
Nicole has been a spokesperson going on 3 years - woo hooo
Not enough volume to even get excited about.....
On very low volume - meaningless.
On 4,401 shares traded - not so hot volume wise at the time you posted this.
And for Nicole Kidman, she has been involved here for almost 3 years - nothing spectacular
happening due to her being involved.
As has been pointed out numerous times - until IONIC debt is settled - the stock is not being looked
at by anyone who is not already invested here.
20,000 shares moving it back down.
You are welcome - have followed this company for over 6 years now.
The purchase of Sera Labs via the IONIC ventures loan and convertible debt was over 11 Million
with subsequent conversion and lack of debt payback putting the lawsuit into play.
The prior CEO and current chairman of the board - really made some bad decisions.
P.S. the 2 million still owed Avenir/Curr from TF Tech Ventures is due at the end of July.
It's truly too hard to calculate with all the conversions that have taken place. When reading the legal document, it shows a boatload of conversions - but - says in the lawsuit that Ionic was still demanding 14 million dollars - that was April 2022.
https://trellis.law/doc/104529313/complaint-filed-by-cure-pharmaceutical-holding-corp-on-04-12-2022-filed-by-cure-pharmaceutical-holding-corp-plaintiff-refers-to-ionic-ventures-llc-defendant
It's going to be up to the legal system to determine this wild ride outcome.
Anyhow, the latest 10Q showed that the case was moved from California to New York (but
using California rules) which I am not even sure is possible. I am not a lawyer and am not sure how
this works. But, the legal filing that I put in my previous post still shows "pending" in California.
So who knows ???
Since you are interested in knowing - I took some time to go back through some of my old posts which give an idea of the debt with the 18% interest on said debt. You can click on the following links and see the magnitude of the debt should the ruling go against Avenir/CURR. It's now been another 6 months since I did the assesment - so the debt is even HIGHER. Again, in my opinion, given an unfavorable outcome on the courts ruling - BANKRUPTCY would be the only way out. Now, if Avenir wins - totally different story.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=169824793
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=170647606
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=170773038
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=170911061
Or, much much less than that if the ruling in the IONIC lawsuit is in favor of IONIC.
That in my opinion would force Avenir into Chapter 7 bankruptcy as I doubt that they
could restructure for Chapter 11. Just my opinion only.
And.... why would Nancy Duitch be concerned about the stock price? She got her millions
from ole Robby boy when he made the fatal mistake of buying out Sera Labs. Ever since
that dreadful mistake of convertible debt - the stock price has been on a downward death
spiral.
All time low on deck next.
It's really hard to say. The latest 10Q didn't really give much information besides saying the parties were unable to reach agreement and that litigation would switch to a New York court (utilizing California laws)
on the complaint. I did some searches and couldn't find any current information.
In some past posts, I outlined the debt, dates, defaults, dollar amounts, interest applied etc. etc. etc.
By now, the accrued debt would be astronomical.
So, I guess until the company decides to get honest with shareholder's about this debt - shareholder's
remain in the dark.
From the Sept. 2022 10Q
On October 30, 2020, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with an institutional investor (the “Investor”) for the purchase of two new series of convertible notes with an aggregate principal amount of $11,500,000. Concurrently the Company consummated the sale to the Investor of a Series A subordinated convertible note (the “Series A Note”) with an initial principal amount of $4,600,000 and a Series B senior secured convertible note (the “Series B Note,” and together with the Series A Note, the “Convertible Notes” and, each a “Convertible Note”) with an initial principal amount of $6,900,000 in a private placement (the “Private Placement”).
The Series A Note was sold with an original issue discount of $600,000 and the Series B Note was sold with an original issue discount of $900,000. The Investor paid for the Series A Note to be issued to the Investor by delivering $4,000,000 in cash consideration and paid for the Series B Note to be issued to the Investor by delivering a secured promissory note (the “Investor Note”) with an initial principal amount of $6,000,000. The Company will receive cash in respect of a Series B Note only upon cash repayment of the corresponding Investor Note. In certain circumstances, the Investor Note may be automatically satisfied through netting against the Series B Note, as described more fully below, rather than through the payment of cash. Until an Investor Note is repaid, the original issue discount and the rest of the principal under the corresponding Series B Note is considered to be “restricted.” Upon any repayment of the Investor Note, the principal of the corresponding Series B Note becomes “unrestricted” on dollar-for-dollar basis, along with a proportional amount of the original issue discount. During the year ended December 31, 2020, the Company received $1.0 million from the Investor Note, leaving a remaining balance of $5.0 million of the Investor Note as of December 31, 2020, which is netted against the Series B Note and included in convertible promissory notes in the unaudited condensed consolidated balance sheet.
The placement agent received a placement agent fee of $306,000 at the closing of the Private Placement, representing 8% of the gross cash proceeds at the closing. After deducting the placement agent fee, the Company’s estimated expenses associated with the Private Placement and the repayment of the September Note, the Company’s net cash proceeds at the closing were approximately $2,340,000. If the Investor Note is subsequently satisfied in full by payment in cash, the additional financial advisory fee on the cash proceeds received from the Investor Note will be another $480,000, and the aggregate net cash proceeds from the Private Placement as a whole will be approximately $8,850,000. In addition, the placement agent received a warrant (the “Warrant”) exercisable for two years for the purchase of an aggregate of up to 242,424 shares of the Company’s common stock, at an exercise price of $1.32 per share. The Warrant may also be exercised by means of a “cashless exercise” or “net exercise.” Upon the achievement of certain milestones, the placement agent is entitled to receive an additional warrant, on the same terms as the Warrant, exercisable for an aggregate of up to 363,636 shares of the Company’s common stock (collectively with the shares underlying the Warrant, the “Warrant Shares”). The Warrant Shares, when issued, will have the same rights, preferences and privileges (including the registration rights described under “Registration Rights Agreement” below) as the shares underlying the Convertible Notes.
The Convertible Notes mature on October 30, 2022 with respect to the Series A Note and October 30, 2021 with respect to the Series B Note (the “Maturity Date”), subject to extension in certain circumstances, including bankruptcy and outstanding events of default. On the Maturity Date, the Company shall pay to the Investor an amount in cash (other than restricted amounts under a Series B Note) presenting all outstanding principal, Make-Whole Amount (as defined in the Convertible Notes), if any, accrued and unpaid interest and accrued and unpaid Late Charges (as defined in the Convertible Notes) on such principal, except that any restricted amount under the Series B Note will be automatically satisfied on the Maturity Date (in lieu of a cash payment) by Maturity Netting (as defined in the Investor Note described below). The Company may not prepay any amounts due under the Convertible Notes. The Convertible Notes shall bear no interest unless there is an occurrence, and during the continuance, of an Event of Default at which point interest shall be 18%.
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Table of Contents
Each Convertible Note (other than restricted amounts under a Series B Note) is convertible, at the option of the Investor, into shares of Common Stock at a conversion price of $1.32 per share. The conversion price is subject to full ratchet antidilution protection upon any transaction in which the Company is deemed to have granted, issued or sold, any shares of Common Stock. If the Company enters into any agreement to issue any variable rate securities, other than a bona fide at-the-market offering or equity line of credit, the Investor has the additional right to substitute such variable price (or formula) for the conversion price. If an Event of Default has occurred under the Convertible Notes, the Investor may elect to alternatively convert the Convertible Notes at the redemption premium described therein.
Promptly after the consummation of the sale of the Convertible Notes, the Company repaid in full the outstanding principal balance and all accrued but unpaid interest expense on the Senior Promissory Note issued on September 25, 2020 to the Investor (the “September Note”). The cash payment to the Investor to satisfy the September Note was in the amount $1,100,000.
On January 5, 2022, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with the Investor pursuant to which the Investor has agreed not to exercise, with certain exclusions, any of its judicial or administrative enforcement actions to obtain cash or other assets (excluding Common Stock or other assets issuable upon conversion or exchange of the Series B Note in accordance with the terms thereof) from the Company on account of any payment obligations of the Company under the Series B Note or the Event of Default Redemption Notice that exist as of the date of the Forbearance Agreement or that may arise from the date of this Agreement through February 15, 2022. As of June 30, 2022, the Series B Note is in default. No action from the lender has been pursued as of the date of this Quarterly Report.
On April 12, 2022, the Company filed a civil action in the California Superior Court for the County of Ventura against the Investor, alleging that the investor entered into the Purchase Agreement as an unregistered securities dealer and unlicensed finance lender in violation of California law. The Company’s complaint seeks rescission of the Purchase Agreement, damages, attorneys’ fees and other relief. As of the filing date of this Quarterly Report, the Investor has responded to the complaint by filing a demurrer/motion to dismiss. On August 31, 2022, the Company and Investor entered into a stipulation to stay the litigation, which will allow the parties to engage in further settlement discussions. If the matter is unable to be resolved within 30 days (or longer if agreed to by the parties), the case will be litigated in New York where a New York court will be required to apply California law to our causes of action for rescission and unfair competition.
Payment of Amounts Due under the Convertible Notes
On the Maturity Date, the Company shall pay to the Investor an amount in cash (other than restricted amounts under a Series B Note) presenting all outstanding principal, Make-Whole Amount (as defined in the Convertible Notes), if any, accrued and unpaid interest and accrued and unpaid Late Charges (as defined in the Convertible Notes) on such principal, except that any restricted amount under the Series B Note will be automatically satisfied on the Maturity Date (in lieu of a cash payment) by Maturity Netting (as defined in the Investor Note described below). The Company may not prepay any amounts due under the Convertible Notes.
Interest
The Convertible Notes shall bear no interest unless there is an occurrence, and during the continuance, of an Event of Default (as defined in the Convertible Notes). During any such Event of Default, the Convertible Notes will accrue interest at the rate of 18% per annum. See “—Events of Default” below.
Conversion; Alternate Conversion upon Event of Default
Each Convertible Note (other than restricted amounts under a Series B Note) is convertible, at the option of the Investor, into shares of Common Stock at a conversion price of $1.32 per share. The conversion price is subject to full ratchet antidilution protection upon any transaction in which the Company is deemed to have granted, issued or sold, any shares of Common Stock. If the Company enters into any agreement to issue any variable rate securities, other than a bona fide at-the-market offering or equity line of credit, the Investor has the additional right to substitute such variable price (or formula) for the conversion price.
If an Event of Default has occurred under the Convertible Notes, the Investor may elect to alternatively convert the Convertible Notes at the redemption premium described therein.
Conversion Limitation
The Investor will not have the right to convert any portion of a Convertible Notes, to the extent that, after giving effect to such conversion, the Investor (and other certain related parties) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. This limit may, from time to time, be increased, up to 9.99%, or decreased; provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase.
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Events of Default
The Convertible Notes include certain customary and other Events of Default. In connection with an Event of Default, the Investor may require the Company to redeem in cash any or all of the Convertible Notes. The redemption price will be at a premium to the amount due under the Convertible Notes as described therein.
Change of Control
In connection with a Change of Control (as defined in the Convertible Notes), the Investor may require the Company to redeem all or any portion of the Convertible Notes. The redemption price per share will be at a premium to the amount due under the Convertible Notes as described therein.
Covenants
The Company will be subject to certain customary affirmative and negative covenants including those regarding the payment of dividends, maintenance of its property, transactions with affiliates, and issue notes and certain securities.
Placement Agent Warrants
On October 2, 2020 and December 31, 2020, in connection with the Series A Note and Series B Note, respectively, a placement agent is to receive a warrant (the “Warrant”) exercisable for 2 years for the purchase of an aggregate of up to 242,424 and 60,606 shares, respectively, of the Company’s common stock, at an exercise price of $1.32 per share. The Warrant may also be exercised by means of a “cashless exercise” or “net exercise.” Upon the achievement of certain milestones, the placement agent is entitled to receive an additional warrant, on the same terms as the Warrant, exercisable for an aggregate of up to 363,636 shares of the Company’s common stock.
The Company used the Black-Scholes model to determine the fair value of the Warrants issued to the Placement Agent. The Company has elected the Fair Value Option for the Series A Note and Series B Note, accordingly the fair value of the Warrants issued to the placement agent were expensed.
The following table sets forth the assumptions used and calculated aggregated fair values of the warrants:
Significant assumptions (weighted-average):
Risk-free interest rate at grant date
0.36 %
Expected stock price volatility
81.14 %
Expected dividend payout
-
Expected warrant life (in years)
2
Expected forfeiture rate
0 %
Fair Value Option for the Series A and B Notes
The Company elected the fair value option under ASC 825, Financial Instruments, for both the Series A and B Notes and accounted for the Notes as follows (1) the portion of the change in the liability’s fair value that is attributable to a change in instrument-specific credit risk in other comprehensive income (2) the remaining change in the liability’s fair value in net income (3) the excess of the fair value over the proceeds is recognized as an expense and (4) upfront costs and fees are recognized in earnings as incurred Gains and losses attributable to changes in credit risk are determined using observable credit default spreads for the issuer or comparable companies; these gains and losses were insignificant during all periods presented. The Company recognized a loss of $4.4 million and $5.1 million at the time of issuance of the Series A and B Notes, respectively, as a result of the make whole provision noted within the debt arrangements as the debt holders would be awarded a variable number of shares at the time of conversion which would always equate to an amount greater than the principal amount of the debt.
The Company recorded a loss of $0.02 million and $0.29 million relating to the Series A and B Notes, respectively, attributed to the change in fair value of the Series A and B Notes for the six months ended June 30, 2022 and were recorded in the unaudited condensed consolidated statement of operations. The Company recorded a gain of $0.89 million and a loss of $0.55 million relating to the Series A and B Notes, respectively, attributed to the change if fair value of the Series A and B Notes for the six months ended June 30, 2021 and were recorded in the unaudited condensed consolidated statement of operations.
As of June 30, 2022, the Company has valued the Series A and B notes without consideration of the terms under an existing default. This was evaluated by the Company’s management and their third-party valuation firm. In light of the forbearance agreement, litigation filed by the Company, and communications between the Company and the Investor the likelihood of settlement under those terms was considered remote.
If they don't get a favorable court outcome in the IONIC case, then bankruptcy appears to be the only
way out of the mess ole Robby boy created.
Yes, pretty phenomenal - I keep adding shares.
As well, it might not mean a LOT, but - Zacks Small-Cap Research Sets $5 Price Valuation
Best of success to all investor's here !!
Rob Davidson walking away (paying the 2 million still owed) would be the best thing that could happen
to the new Avenir Wellness company. He shouldn't just walk away, he should be BOOTED away.
The whole IONIC mess is indeed Rob's fault. And it is what has KILLED this company.
Until the IONIC mess is cleaned up - PINK will be the name - and - lower prices ahead.
Excellent
Now to get past the initial 52million dumping that is totally
controlling the price action here. We should be getting close
actually.
Have a great week
No - RD should be LONG gone. Look at the chart from $5.83 per share to where it is now.
The Ionic convertible debt deal did that for shareholder's - Robbie boy and his deal with the devil.
No RD is a moron.
Robbie boy, ole Robbie boy. Pull a rabbit out of the hat - nahhhhhh just takes other peoples money providing plenty of false narrative. (con)
On the surface, it does seem like a big deal. But as Tritium has already begun production of NEVI charging systems in the Tennessee plant, and many other companies like BP ready to try and get a piece of the charging pie - I think Tritium is still in a very good position. Just because Ford and GM partner with Tesla on the ability to use those charging stations, that still leaves any owner the ability to charge their vehicle anywhere they want - and ALL charging stations will end up having to be NEVI compliant with CCS and Tesla has opened up NACS to everyone now. So, I think we will see a bounce in the share price as we hear more news about competition heating up. Maybe not - but should.
Not looking too good. The show goes on but PINK.
I'll say it again, this has to be one of the most CORRUPT tickers on NASDAQ - truly a bunch of shit initial Australian investors selling the hell out of shares. THEY SUCK ASS. But, TIME TO LOAD UP as they are major league dumping today.
I'm pretty sure you believe as I do, there will be a NT-10-Q filed just before the 15th.
I doubt seriously the new auditor's can get the financial mess in order before that date.
Go back and read some of my posts of the past about ole Robby boy.
(Davidson)
Possibly from this part of the registration statements:
* a base prospectus relating to the resale by certain legacy shareholders of the Company of up to 52,886,962 Ordinary Shares as well as to the primary issuance of up to 9,268,131 Ordinary Shares upon exercise of the company’s public warrants, which such securities were previously included on the Company’s registration statement on Form F-1 (File No. 333-262681) originally filed on February 11, 2022, and
* a base prospectus relating to the resale of up to 1,534,410 warrants held by certain lenders (or their affiliates) of the Company as well as to up to 3,736,935 Ordinary Shares issued or issuable upon exercise of such warrants, which such prospectus was filed to replace part of the prospectus contained in the registration statement on Form F-1 (File No. 333-268037) filed by the Company on October 28, 2022 relating to the same securities (such Form F-1 was never declared effective and the Company has since requested its withdrawal).
Actually, it is the LAWSUIT that will end up telling the story.
It means a NEW ALL TIME LOW stock price at the open.
But really, it means for those who subscribed to take products from one of their online sources, 23% of the people didn't care for the products - 77% are still buying.
OVER 10 MILLION IN IONIC DEBT still unknown - LAWSUIT still ongoing.
Hmmmm, that's not really a good sign since they missed filiing. Look at the date.
Oh well - par for the course.
Finally got a return call from the SEC in regard to this ticker.
Believe it or not, they are going to check into the price manipulation here,
I'll keep you all posted once I hear more.
Watching this trade is just like watching paint dry on a park bench with the occasional pigeon flying over and shitting on it. Totally machine controlled/manipulated. Oh, I'm not selling - this will eventually take off with some really good news. They keep adding customers, backlogs, money in the bank -etc etc etc.
Now that was an interesting close....
Somebody wanted to prove a point.