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Randy Marion’s initial Class 3 vehicles are being delivered to the following customers beginning Nov. 20:
Adventure Coast Rentals – Nashville, TN, and Atlanta, GA
Godotek – Sterling Heights, MI
NRTC Automation Group – Birmingham, AL
The Tunica, Mississippi, assembly plant will ship the next 40 completed vehicles, which are pre-sold and ready for RMA customers, including Duke Energy, Merchants Fleet, and MGT Leasing. All vehicles sold in the U.S. are currently distributed through Mullen’s retail dealership partner, Randy Marion Automotive Group.
https://www.fleetequipmentmag.com/randy-marion-automotive-group-nc-license-retailing-mullen-electric-vehicles/
Welcome to the club...
If Armin has 51% (510,000,000) of the shares, if he converted all to common shares, how much would be left for us? 480,000,000 +/-? Maybe he would have to convert before RS/M&A event. No company would want to be part of rxmd as long as he has the preferred shares...
Also the block chain technology already rolled out on a small scale.
I think what we are seeing is the flippers pulling out. They look for the quick buck and out. They bought the expectation and sold when they did not get the quick up tick. Happens all the time.
Armin might have to restructure his shares into common shares somewhere in the line.
July 13, 2020 9:05 AM
Mullen Technologies Inc. , a Southern California based licensed electric vehicle manufacturer with international distribution that operates in various verticals of businesses focusing in the automotive industry; Mullen Automotive, Mullen Energy, Mullen Auto Sales, Mullen Funding Corp., and Carhub, today announces it has executed an LOI with Axiom Financial for $135 million in funding to acquire and build out an electric vehicle manufacturing plant.
Mullen is also announcing it has extended the exclusivity period for the pending merger with Net Element (NASDAQ: NETE). The Parties amended the originally announced Letter of Intent (LOI) to reflect an extended exclusivity period of 30 days, until August 10th, 2020. According to Mullen, the pending merger is on schedule and both parties are working diligently to move forward as planned
Check their LinkedIn job offerings. They are looking for compounding pharmacist in the Miami area and HSR to work local hospitals using DischargeRX In the Miami area. Are We linked some how? I haven found the link yet...they are a China company.
Contact Information
?
Pharmco International, Inc.
302 S Bowser Rd
Richardson, TX 75081
Contact:T R KuoTitle:PresidentPhone:(972) 235-1500Website:www.pharmcousa.com
There are 2 Companies located at 302 S Bowser Rd, Richardson, TX 75081
Something to think about...
"Transporting medicine from the pharmaceutical factory to pharmacies is a $78.8 billion industry, globally. Traditionally, only the cold-chain (refrigerated) portion of the total biopharma/supply chain was monitored for temperature and humidity.
However, with the introduction of biologic-based drugs, expansion of the international drug trade, and new regulations requiring stricter oversight of drugs during transportation, both the cold-chain portion and the non-cold-chain (ambient) $66.2 billion part of that supply chain will have to be monitored closely in the future."
From a head hunter...
Shital Mars, CEO
Shital Parikh Mars became Chief Executive Officer of Progressive Care in January 2016. Ms. Mars had been a vital consultant to Progressive Care from 2010 through 2012. As President and CEO of Spark Financial Consulting, Ms. Parikh Mars provided business development consulting services in which she advised the Company on human resources, financial reporting and transactions, operations, compliance, SEC filings, and investor relations, among other things. Prior to her consulting position,
Ms. Parikh Mars was also the Chief Operating Officer of Basis Financial, a boutique investment banking firm engaged by the Company. Her experience in the financial services industry centers on operational management, preparation and submission of financial statements, mergers & acquisitions, securities offerings, SEC reporting, due diligence, compliance, and regulatory audits.
Ms. Parikh Mars has a B.S. in Business Administration and Accounting and is a member of the international business honor society, Delta Mu Delta. Ms. Parikh Mars currently maintains 6 securities license registrations including the Series 7, Series 66, and Series 24.
Form 8-K for CYTOSORBENTS CORP
10-Jun-2016
Change in Directors or Principal Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2016, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of CytoSorbents Corporation (the "Company") approved the following equity bonus awards and annual base salaries for its executive officers, as well as annual incentive awards as set forth below:
Change in
Bonus Control
Fiscal Year Restricted Restricted
2016 Stock Options Stock Units Stock Units
Name Position Base Salary (5)(6) (5)(7) (5)(8)
President
and Chief
Executive
Phillip P. Chan, MD, PhD Officer $ 350,000 (1) 97,000 26,000 57,000
Chief
Operating
Vincent J. Capponi Officer $ 291,000 (2) 91,500 23,000 54,000
Chief
Financial
Kathleen P. Bloch Officer $ 255,000 (3) 77,500 21,000 47,000
Chief
Medical
Robert H. Bartlett, MD Officer - (4) 20,000 - -
(1) Represents approximately an 8% increase in annual base salary; effective January 1, 2016.
(2) Represents approximately a 8% increase in annual base salary; effective January 1, 2016.
(3) Represents approximately a 8% increase in annual base salary; effective January 1, 2016.
(4) Dr. Bartlett is paid consulting fees of $54,000 annually for his services to the Company.
(5) Grant date was June 7, 2016.
? 30% vest upon achievement of 2016 budgeted gross revenues, with a minimum of 90% achievement for consideration, and achieving a 2016 operating expense comparable to actual 2016 revenue ratio that is less than or equal to the approved 2016 budget.
? 25% vest upon consummation of equity and/or debt financing(s) with minimum gross proceeds to the Company equal to $10,000,000.
? 40% vest upon successful completion of the Company's REFRESH 1 clinical study and all related data analyses, approval by the U.S. Food and Drug Administration of one of the Company's product candidates and publication of at least two company-sponsored or investigator-initiated clinical studies (non-case reports).
? 5% vest upon achievement of one or more new material strategic partnerships or significant territory expansion.
(6) The vesting of these stock options is based upon the achievement of the following performance milestones, to be determined in the sole discretion of the Board.
(7) Restricted stock unit awards granted in recognition of 2015 performance. Vesting as to one-third of these restricted stock units shall occur on each of the date of grant, the first anniversary of the date of grant, and the second anniversary of the date of grant, subject to the grantee's continued service as of the applicable vesting date, and will be settled into common stock of the Company, $0.001 par value per share (the "Common Stock").
(8) These restricted stock units will be settled into Common Stock upon vesting upon a "Change In Control" of the Company, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan.
The adjustments to base salary and bonus restricted stock unit awards described above were made in connection with each such executive officer's annual performance review. The stock options and restricted stock units were awarded in the discretion of the Compensation Committee under the Company's 2014 Long-Term Incentive Plan (the "Plan"). Each option and restricted stock unit have a 10-year term and each option has a strike price of $4.69, the closing price of the Company's Common Stock as reported on the NASDAQ Capital Market on the date of the grant.
On June 7, 2016, the Board also approved an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder by an additional 700,000 shares (the "Amendment"). After giving effect to the Company's 2016 annual grants to directors, officers and employees, authorized Common Stock available for grant under the Plan was insufficient to award all Company employees. In order to incentivize all Company employees, as well as to induce future Company employees to be hired in 2016, the Board approved the Amendment. The Amendment, and any grants awarded thereunder, will be subject to stockholder approval. The Company anticipates further amending the Plan, subject to stockholder approval at the Company's 2017 Annual Meeting of Stockholders, to increase the number of shares of Common Stock authorized for issuance thereunder. The Compensation Committee plans to work with the Company's compensation consultant to determine the appropriate increase to the Plan after giving effect to the Amendment, as well as taking into account current industry practices.
Fresenius Medical Care Ventures to Support Commercialization
ExThera Medical Closes Financing Led by Fresenius Medical Care Ventures to Support Commercialization of Innovative Technology to Remove Pathogens From Whole Blood
June 02, 2016 01:00 PM Eastern Daylight Time
MARTINEZ, Calif.--(BUSINESS WIRE)--ExThera Medical Corporation, the leading developer of innovative blood filtering technology to address major global health problems, today announced that the company has closed a Series B financing round with an equity investment led by new investor Fresenius Medical Care Ventures GmbH. The round included existing investors, and the conversion of the company’s convertible note, for a total of $15.3 million. Other terms were not disclosed.
“Clinical outcomes and costs due to Staphylococcus aureus bacteremia among patients receiving long-term hemodialysis.”
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Proceeds from the financing will be used to support European and U.S. clinical trials and regulatory approvals, and to scale manufacturing of the company’s therapeutic blood filter, aimed at reducing mortality and complications from bloodstream infections and blood-borne diseases.
ExThera’s proprietary Seraph® Microbind® Affinity Blood Filter is the only device of its kind capable of capturing and removing a broad range of sepsis-causing bacteria, viruses, toxins and pro-inflammatory cytokines from whole blood. Validated in preclinical studies, and currently under evaluation in a first-in-man clinical trial in Europe, the device promises to address significant unmet needs for the immediate treatment of suspected or known bloodstream infections.
While ExThera’s immediate focus is on therapeutic applications in high-risk populations such as patients undergoing dialysis, Seraph also has the potential for other applications that could offer far-reaching global impact, such as treatment for drug-resistant “superbugs,” and the purification of blood for use by blood banks, which are increasingly vulnerable to the growing threat of emerging pathogens.
“ExThera’s vision is to make life-threatening bloodstream infections unheard of in the future by providing clinicians with a broad-spectrum therapeutic option that allows treatment to begin quickly – even before pathogen identification,” said Robert Ward, CEO of ExThera Medical. “With mortality rates as high as 50 percent for certain bloodstream infections1, the continued emergence of drug-resistant pathogens, and fewer anti-infective drugs in development, we see a critical need to address this growing global health issue with safe, accessible and cost-effective solutions. We are pleased to add Fresenius Medical Care Ventures as a supportive investor.”
“As the world’s largest provider of blood purification products and services, we continually look for new technologies for the prevention and treatment of deadly infections for our chronic dialysis and acute care patients,” said Dr. Olaf Schermeier, CEO for Global Research and Development at Fresenius Medical Care.
“The mission of Fresenius Medical Care Ventures is to invest in early-stage companies that develop products, technologies and therapies, which could have a significant value for the patient and for health care systems. We believe that ExThera has the team and technology that fits perfectly into our investment portfolio,” stated Florian Jehle, Managing Director of Fresenius Medical Care Ventures.
Bacterial bloodstream infections are believed to be one of the top seven causes of death in North America and Europe, with an estimated annual incidence of up to 677,000 cases in North America and up to 1,200,000 cases in Europe2. Once bacteria enter the bloodstream from a local site of infection, they can be disseminated throughout the body, leading to metastatic complications such as endocarditis, meningitis, and osteomyelitis. If not treated properly, uncontrolled infections quickly lead to a dysfunctional immune response. Disease progression may lead to sepsis and septic shock.
Dialysis patients rely on infection-prone vascular access sites, contributing to infection. The second leading cause of death, infection poses a constant threat to overall health and wellbeing of dialysis patients, especially within the first six months after beginning treatment3,4,5. Because nephrologists are on the frontlines in the battle against blood infections, they are ideal partners for ExThera’s European clinical trials for Seraph in dialysis patients infected with Staphylococcus aureus and methicillin-resistant Staphylococcus aureus (MRSA). The results of the trial, which is currently enrolling patients in Germany, will provide important data about the device’s safety and its potential to improve patient outcomes.
http://www.businesswire.com/news/home/20160602005992/en/ExThera-Medical-Closes-Financing-Led-Fresenius-Medical
Interesting...
? Domain
Domain cirque-energy.us
Words in domainname cirque energy
Date creation 2016-02-12
Web age 18 days
Registrant
Name Paula Jean Parkhurst
Email huntergroup.cpallc@gmail.com
Address 1016 73rd dr se map
City Lake stevens
State Washington
Country US United States
Phone +1.4692143196
Private no
? Whois
http://domainbigdata.com/cirque-energy.us
http://www.thehuntergroup.com/
Something keeps jumping into my mind:
There must be something going on in the background.
System Availability
• Testing and Certification
• Full-scale military and commercial systems built
• Extended duration testing and third party certification
• Air emissions testing and certification
• Military demonstrations and shakedowns
• Project delivery options include PPA or Energy Services Contract
• Cirque committed for most of 2016; availability late 2016
http://www.gasification-syngas.org/uploads/downloads/2015-presentations/2015-10-1-Fosgitt.pdf
If one entity is buying all the shares shouldn't they be listed as a major holder?
Richard Fosgitt, PE
Project Director at SSOE Group
Midland, MichiganRenewables & Environment
Current
SSOE Group
Previous
Cirque Energy Inc.,
SSOE Group,
Wilcox Professional Services, LLC
Education
Michigan Technological University
https://www.linkedin.com/in/richard-fosgitt-pe-0655b615
U.C. Davis Mention as well. Page 45
http://biomass.ucdavis.edu/files/2015/10/Task7-Report_Biomass-Gasification_DRAFT.pdf
This is interesting:
From:
Kyriakos Panopoulos Senior Researcher CPERI/CERTH circa 2014.
Europe Exposure.
http://www.mod.mil.gr/staticsites/greenarmedforces/sidv2/SiD_files/sid/1_SiD_Presentations/5_Infrastructure_Session_Speakers/6_Waste_Gasification.pdf
if you have more time...
On this page you will find links to many "deployable Gasification" tests and related information. You can see what others are doing...I have not located Cirque stuff in here yet but I am looking.
http://dsearch.dtic.mil/search?site=default_collection&q=deployable+gasification&client=dticol_frontend&proxystylesheet=dticol_frontend&proxyreload=1&filter=0&tlen=200&getfields=*&btnG=Google+search&ie=UTF-8&ulang=en&ip=134.223.230.154&access=p&entqr=3&entqrm=0&wc=200&wc_mc=1&oe=UTF-8&ud=1&sort=date%3AD%3AS%3Ad1
A Good read for those who are interested in the "Test Standards for Contingency Base Waste-to-Energy Technologies" Aug 2015
Right around the time "Our" Unit should have been tested...
"The overall scope of this task is to prepare universal test standards applicable to extra small (50–299 personnel [PAX]) and small (300–1999 PAX) contingency base camp sizes. Specifically, the test standards are intended for the force provider expeditionary (FPE) 150- and 600-PAX camps that are anticipated to generate 0.5 to 2 tons per day (tpd) of waste. These base camp sizes were selected based on the requirements in the US Army Force Provider Expeditionary (FPE) Capability Production Document (CPD).2 The FPE CPD establishes Threshold and Objective Requirements for solid waste management capability with individual modules (150 PAX) and collocated modules (600 PAX) as shown in Table 1."
"A challenge in evaluating the performance of WTE systems is the inherent variability of the feed materials such as those derived from typical sources of Army base wastes or municipal solid waste (MSW). Based on the results of the Phase I study, it was found that most WTE system data were collected by testing with these feed sources. There are significant economic advantages in using Army base wastes or MSW to collect operational and maintenance data. However, the disadvantages are that 1) the performance (e.g., energy recovery, emissions, fuel usage) is dependent on the contents of the feed which is largely unknown; 2) the variability in the waste could lead to false conclusions regarding typical results; and 3) comparing the performance between WTE systems is difficult if the waste feed materials are different from one test to another."
http://www.dtic.mil/dtic/tr/fulltext/u2/a623363.pdf
Here is a thought, just thinking out loud…
What If…
All of the players have something to bring to the table but the company does not have moneys available to hire or pay them so they each open a “LLC” and continue to support under the LLC Company. When everything is ready to go the Real Company acquires the LLCs through M&A so each of the players get their fair share. This way nobody gives up their “proprietary” rights or trade secrets until the M&A takes place.
A couple of other things that seem to have disappeared from the radar…
1) $5,000,000 financing
2) “Prototype LLC”
3) Who owns the patents on the Gasifier and related equipment and how do they get compensated
Mr. Wittebort,
concentrates his practice in the areas of corporate transactions, mergers and acquisitions, transportation and logistics, commercial lending, creditors' rights, and various types of real estate transactions.
Mr. Wittebort represents a number of manufacturers, including automotive suppliers, and is familiar with various organizational and structural issues including supply agreements, Terms & Conditions and various applicable UCC issues.
Mr. Wittebort represents privately-held companies, publicly-held companies, and municipalities in various facets of acquisition, disposition, development, and leasing of both real and personal property. He has extensive experience in advising real estate developers regarding residential and business condominiums, retail and mixed use projects, including land use, planning, retail leasing, development issues and various governmental incentives. He also has particular experience in representing both Downtown Development Authorities and developers in downtown redevelopment projects involving tax increment financing and other similar types of tax incentives.
http://howardandhoward.com/en/attorneys/timothy-m-wittebort.aspx
Searched for: CIRQUE DEVELOPMENT COMPANY, LLC
ID Num: E1726H
Name:CIRQUE DEVELOPMENT COMPANY, LLC
Type: Domestic Limited Liability Company
Resident Agent: TIMOTHY M. WITTEBORT
Registered Office Address: 450 W FOURTH ST ROYAL OAK MI 48067
Mailing/Office Address: 450 W. FOURTH STREET ROYAL OAK MI 48067
Formation/Qualification Date:12-29-2008
Jurisdiction of Origin:MICHIGAN
Managed by: Managers
Status: ACTIVE Date: Present
Robert Nesky
Director of Sales at Humphrey Products
Kalamazoo, Michigan Area Industrial Automation
Previous
Keystone Solutions Group,
Autocam Medical,
Micro Machine
Education
Uncle Sam University
Contact Info
https://www.linkedin.com/in/robert-nesky-3a602326
Background
?Summary
Sales, Sales Management, and New Business Development. Focused on strategic sales growth, long-term relationships, and motivated to help bring new products to market. 20+ years experience in B2B and contract manufacturing sales with emphasis on engineered components. I enjoy travel and meeting new people and learning about their business. I thrive on building collaborative relationships and turning contacts into customers.
?Experience
Director of Sales
Humphrey Products
October 2014 – Present (1 year 4 months)|Kalamazoo, Michigan Area
Since 1901 Humphrey Products has manufactured products in Kalamazoo Michigan. We now specialize in Pneumatic valves, cylinders, and engineered solutions for industries including factory automation, transportation, medical device, refineries, aerospace, and general industries. An excellent company with great culture and excellent products. Our strengths are our relationships and our engineering savvy to deliver real-world pneumatic solutions.
Director of Sales & Business Development
Keystone Solutions Group
May 2011 – October 2014 (3 years 6 months)
Keystone Solutions Group is an Engineering and Product Development company focused on providing our customers with outstanding customer service and a wide range of service options. From Dream to Distribution...we can help design, develop, commercialize, and manufacture your product.
Searched for: CIRQUE GROUP LLC
ID Num: E2383Y
Name:CIRQUE GROUP LLC
Type: Domestic Limited Liability Company
Resident Agent: ROBERT A NESKY
Registered Office Address: 4507 CREEKVIEW DR HUDSONVILLE MI 49426
Mailing/Office Address:
Formation/Qualification Date:6-18-2013
Jurisdiction of Origin:MICHIGAN
Managed by: Members
Status: ACTIVE Date: Present
http://www.dleg.state.mi.us/bcs_corp/dt_llc.asp?id_nbr=E2383Y&name_entity=CIRQUE%20GROUP%20LLC
Many people looked at David Morgan's personal website and assumed he was looking for another job. I don't think so. He holds "title" to one or more of Cirque's "sub" LLC companies. Also keep in mind many director level people set on boards of several companies. and then there is this from LinkedIn....
Opportunities David W. is looking for:
•Joining a nonprofit board
•Skills-based volunteering (pro bono consulting)
Agreed
More than Meets the Eye here...
Entity Name ID Number
Type
CIRQUE BIOMASS HOLDINGS, LLC
E64083 Limited Liability Company
CIRQUE DEVELOPMENT COMPANY, LLC
E1726H Limited Liability Company
CIRQUE ENERGY II, LLC
D7050K Limited Liability Company
CIRQUE ENERGY III, INC.
60781U Corporation
CIRQUE ENERGY, INC.
60781U True Name In Home State
CIRQUE ENERGY, LLC
D3039N Limited Liability Company
CIRQUE GASIFICATION SYSTEMS, LLC
E6401U Limited Liability Company
CIRQUE GROUP LLC
E2383Y Limited Liability Company
CIRQUE LLC
B34164 Limited Liability Company
http://www.dleg.state.mi.us/bcs_corp/rs_corp.asp?s_button=sword&v_search=cirque&hiddenField=&search=Search
That was me...
I saw that earlier... glad it is not Cirque
Does Cirque or one of its members control Terranova? I know the landfill is old news but the creation of Terranova just after the auction seems questionable at the least. Both say they were after the landfill for a long time... the oversite company seems to reference the experance but Terranova has no experience. ..
The dots I was tring to connect are these, Ewrl was after this landfill. There were no other bids.
The landfill company Tera Nova (sp) Was created in mid 2013 and stated they have been interested for a long time.
Tera Nova still is after the landfill for mining and other activities.
The oversight company stated the would only approve mining if an experianced company does it.
Could Tera Nova be one of the shadow companies controlled (holding company) by Cirque?
DEFINITION of 'Stalking-Horse Bid'
An initial bid on a bankrupt company's assets from an interested buyer chosen by the bankrupt company. From a pool of bidders, the bankrupt company chooses the stalking horse to make the first bid.
Read more: Stalking-Horse Bid Definition | Investopedia http://www.investopedia.com/terms/s/stalkinghorsebid.asp#ixzz3v5kCVItj
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Trying to connect the dots...
Sorry, Already discussed on this board.
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.
$50,000.00
State of Illinois
February 13, 2014
SECURED BUYER NOTE #1
FOR VALUE RECEIVED, Typenex Co-Investment, LLC, an Illinois limited liability company (the “Borrower”), hereby promises to pay to Cirque Energy, Inc., a Florida corporation (the “Lender,” and together with the Borrower, the “Parties”), the principal sum of $50,000.00 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Buyer Note #1 (this “Note”). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered into by and between the Borrower and the Lender (as the same may be amended from time to time, the “Purchase Agreement”), pursuant to which the Lender issued to the Borrower that certain Secured Convertible Promissory Note in the principal amount of $552,500.00 (as the same may be amended from time to time, the “Lender Note”), convertible into shares of the Company’s Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
1. Principal and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note at a rate of eight percent (8.0%) per annum until the full amount of the principal and fees has been paid. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law, as provided in Section 11 below. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable (such date is referred to as the “Secured Buyer Note Maturity Date”) on the Maturity Date (as defined in the Lender Note) under the Lender Note.
2. Payment. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Secured Buyer Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to the Lender at the address furnished to the Borrower for that purpose.
3. Prepayment by the Borrower. The Borrower may, with the Lender’s consent, pay, without penalty, all or any portion of the outstanding balance along with any accrued but unpaid interest on this Note at any time prior to the Secured Buyer Note Maturity Date.
4. Security. The payment of this Note (and all the other Secured Buyer Notes (as defined in the Purchase Agreement)) shall be secured by that certain Membership Interest Pledge Agreement of even date herewith (as the same may be amended from time to time, the “Pledge Agreement”) executed by the Borrower, as Pledgor, in favor of the Lender, as Secured Party, whereby Borrower has pledged as collateral its 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.
5. Termination of Security Interest. As set forth in the Pledge Agreement, the Lender covenants and agrees that upon the earlier of (i) the date on which all of the Secured Buyer Notes are repaid in full and (ii) at Borrower’s election, the date that is six (6) months and three (3) days following the execution of the Pledge Agreement, or such later date as specified by the Borrower in its sole discretion (the “Termination Date”), the Pledge Agreement and all security interests granted thereunder with respect to the Collateral (as defined in the Pledge Agreement) shall terminate, and the Borrower, as the Lender’s attorney-in-fact, shall be authorized to terminate all UCC Financing Statements (Form UCC1) (each, a “Financing Statement”) filed under the Pledge Agreement by way of filing a UCC Financing Statement Amendment (Form UCC3) with respect to each such Financing Statement, and to take all other actions (including making all filings) necessary to reflect that the Pledge Agreement and the security interests granted thereunder have terminated. For avoidance of doubt, after the Termination Date, there shall be no collateral securing this Note.
6. Right of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of the occurrence of any Event of Default (as defined in the Lender Note) under the Lender Note or any other note issued by the Lender in connection with the Purchase Agreement, (ii) the Borrower exercises any Event of Default Redemption Right or Fundamental Transaction Redemption Right (as such terms are defined in the Lender Note) under the Lender Note, (iii) the Lender Note is accelerated for any reason, or (iv) of a breach of any material term, condition, representation, warranty, covenant or obligation of the Lender under any Transaction Document, the Borrower shall be entitled to deduct and offset any amount owing by the Lender under the Lender Note from any amount owed by the Borrower under this Note. In the event that the Borrower’s exercise of the Borrower’s offset rights under this Section 6 results in the full satisfaction of the Borrower’s obligations under this Note, then the Lender shall return this Note to the Borrower for cancellation or, in the event this Note has been lost, stolen or destroyed, the Lender shall provide the Borrower with a lost note affidavit in a form reasonably acceptable to the Borrower.
7. Default. If any of the events specified below shall occur (each, an “Event of Default”) the Lender may declare the unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder immediately due and payable, by notice in writing to the Borrower. If any default, other than a Payment Default (as defined below), is curable, then the default may be cured (and no Event of Default will have occurred) if the Borrower, after receiving written notice from the Lender demanding cure of such default, either (a) cures the default within fifteen (15) days of the receipt of such notice, or (b) if the cure requires more than fifteen (15) days, immediately initiates steps that the Lender deems in the Lender’s reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events shall constitute an Event of Default:
7.1. Failure to Pay. The Borrower’s failure to make any payment when due and payable under this Note (a “Payment Default”);
7.2. Breaches of Covenants. The Borrower’s failure to observe or perform any other covenant, obligation, condition or agreement contained in this Note;
7.3. Representations and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Borrower to the Lender in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to the Lender to enter into the Purchase Agreement, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; and
7.4. Involuntary Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against the Borrower, and such petition is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official is appointed to take possession of any of the assets or properties of the Borrower or any guarantor.
8. Binding Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided, however, that neither party shall assign any of its rights hereunder without the prior written consent of the other party, except that the Borrower may assign this Note to any of the Borrower’s Affiliates without the prior written consent of the Lender and, furthermore, the Lender agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by the Borrower.
9. Governing Law; Venue. The terms of this Note shall be construed in accordance with the laws of the State of Illinois as applied to contracts entered into by Illinois residents within the State of Illinois which contracts are to be performed entirely within the State of Illinois. With respect to any disputes arising out of or related to this Note, the Parties consent to the exclusive personal jurisdiction of, and venue in, the state courts located in Cook County, State of Illinois (or in the event of federal jurisdiction, the United States District Court for the Northern District of Illinois - Eastern Division), and hereby waive, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper.
10. Customer Identification–USA Patriot Act Notice. The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and the Lender’s policies and practices, the Lender is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Lender to identify the Borrower in accordance with the Act.
11. Lawful Interest. It being the intention of the Lender and the Borrower to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note or any of the other Transaction Documents, then in such event:
11.1. the provisions of this Section 11 shall govern and control;
11.2. the Borrower shall not be obligated to pay any Excess Interest;
11.3. any Excess Interest that the Lender may have received hereunder shall, at the option of the Lender, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to the Borrower, or (iii) any combination of the foregoing;
11.4. the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and
11.5. the Borrower shall not have any action or remedy against the Lender for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.
12. Pronouns. Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required by the text.
13. Headings. The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.
14. Time of Essence. Time is of the essence with this Note.
15. Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
16. Attorneys’ Fees. If any action at law or in equity is necessary to enforce this Note or to collect payment under this Note, the Lender shall be entitled to recover reasonable attorneys’ fees directly related to such enforcement or collection actions.
17. Amendments and Waivers; Remedies. No failure or delay on the part of either party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to either party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by either party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by the Borrower and the Lender and (ii) only in the specific instance and for the specific purpose for which made or given.
18. Notices. Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.” Either party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in the manner set forth in the Purchase Agreement.
19. Final Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of the Borrower and the Lender and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of the Borrower and Lender with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the Parties have executed this Note as of the date set forth above.
BORROWER:
Typenex Co-Investment, LLC
By: Red Cliffs Investments, Inc., its Manager
By:
John M. Fife, President
ACKNOWLEDGED, ACCEPTED AND AGREED:
Cirque Energy, Inc.
By:
Name:
Title:
gotcha, no problems
Yingli Green Energy Holding Company: Cirque Energy Announces Updated Business Strategy To Accelerate Growth
The following excerpt is from the company's SEC filing.
DETROIT--(BUSINESS WIRE)--Cirque Energy, Inc. (OTCQB: EWRL), at times referred to herein as “Cirque” or the “Company,” a leader in the development of sustainable energy solutions focused on distributed generation projects and waste-to-energy solutions, today announced updates to its business strategy with the intent of enabling the Company to bring its technology and products to market quicker, generate revenue sooner, and grow shareholder value.
“The special combination of Cirque’s proprietary waste-to-energy technology, project finance capability, compelling value proposition, strong customer interest, an d deeply talented management team provide us with a unique and timely opportunity to create significant shareholder wealth. We are very optimistic about the future of our Company.”
Although for the last year the Company was focused on restating its 2012 and 2013 financial statements to align with accounting principles generally accepted in the United States, as of February 10, 2015 Cirque became current with its SEC financial reporting requirements. Despite the limitations this activity placed on the Company’s ability to proceed with business development opportunities during this period, the Company updated its business model and market strategy. The Company is fully committed to implement these strategies at this time.
There can be no assurances that the Company’s updated strategy will be successful or enable the Company to bring its technology and products to market quicker (or at all), generate revenue sooner (or at all), or grow shareholder value.
Cirque continues to develop and enhance its proprietary DGU technology and expects to conduct final field testing and shakedowns of its first DGU units during the second quarter of this year. The Company further expects to book sales of its first commercial projects in the second half of 2015, with installations of commercial DGUs before the end of 2015. The Company is also continuing development of its previously announced 2.5 MW project in Midland, Texas and is in discussions regarding several other commercial DGU projects.
Per our joint development agreement with the Northrop Grumman Corporation, Cirque has exclusive rights to all markets – outside of the Federal Government sector – for its DGU technology. Rising costs of energy and waste disposal, as well as environmental regulation, position a wide variety of retail, manufacture, service and municipal business enterprises to potentially benefit from the Company’s commercial DGU systems.
The U.S. market includes big box retailers, industrial, schools, municipalities, hospitals, etc. Potential customers include virtually any facility that utilizes a 200 KW or more electrical load and generates a sufficient waste stream to supply fuel to the system. When combined with the Company’s CHP systems the cost and environmental benefits of this system can be realized in a variety of applications. There are thousands of potential customers in the U.S. alone, with nearly 40,000 big box stores such as Target, Walmart, Meijer, Kroger, home improvement stores and others.
Municipalities, universities, schools, and hospitals represent excellent potential customers. Many are struggling with rising costs of energy and waste management. Negative environmental outcomes and limited access to landfill or other disposal options combined with increasing cost of energy are increasing pressure to find alternative energy sources for these customers. This includes municipal complexes, water and sewer treatment plants, K-12 schools, universities and hospitals are all potential customers.
Emerging third world countries and nations in the Caribbean, Central and South America and Mexico represent a massive market potential. Areas without developed electrical grid infrastructure, countries with high costs of fuels and rapidly growing waste management challenges also represent excellent market opportunities. With micro-grid capabilities, avoidance of cost for traditional fuels and waste conversion features Cirque’s system provides a cost effective and reliable source of energy for these areas.
All of the Company’s DGU systems will feature a starved air, updraft auger gasification system, syngas conditioning system, and automated controls provided by Cirque Energy. Final assembly of the DGUs will be performed by Northrop Grumman.
Cirque remains well-positioned to deliver clean energy Combined Heat Power (“CHP”) and other technology solutions to industrial, commercial, municipalities, universities, schools, and hospitals customers through projects that will be developed, owned and operated by the Company. As an ESCO, we will sell energy to our customers through various financial structures which will require little or no capital outlays by the customer, including:
·ESPC – Energy Savings Performance Contract; customer pay Cirque for energy which otherwise would have been paid to a utility company in exchange for guaranteed power savings.
Cirque ESCO projects will feature technology suitable for the customer. The Company is currently in the process of developing an industrial project that will feature traditional natural gas CHP technology. When appropriate, Cirque’s ESCO business will serve as the primary project delivery mechanism for commercial and industrial DGUs.
So as to accelerate Cirque’s entry into the waste-to-energy market, the Company is actively exploring acquisition opportunities – alone and with strategic financial partners – and is currently bidding on 150 megawatts (MW) of biomass power plant acquisitions. Any potential acquisition must satisfy several criteria in order to be considered by the Company, including the target’s operating and financial history as well as plant conditions and future outlook for continued operations. Management has established a goal of limiting consideration of projects to those that have a projected 15% unlevered internal rate of return or better. Management must also conclude that our collective expertise can be used to provide improvements to the operations in order to maximize the potential and our stockholder returns. To facilitate these acquisitions, Cirque has advanced our relationships with strategic financial partners to provide funding for these acquisitions. Among other risks, there can be no guarantee that any acquisition will be completed, or if such a transaction is completed, that any benefits arising from such an acquisition will be realized. The actual financial impact of such acquisitions may differ from the expected financial impact described in this press release.
Joseph L. DuRant, Cirque’s President, Chairman, and Chief Executive Officer, stated, “We are very excited to be focusing our energy and efforts on these three business priorities.” DuRant continued, “The special combination of Cirque’s proprietary waste-to-energy technology, project finance capability, compelling value proposition, strong customer interest, and deeply talented management team provide us with a unique and timely opportunity to create significant shareholder wealth. We are very optimistic about the future of our Company.”
As an energy services company (ESCO), Cirque Energy, Inc. is focused on the generation and delivery of clean energy and energy efficient solutions, including combined heat and power (CHP) projects, industrial cogeneration, waste-to-energy, biomass, natural gas, and building energy efficiency improvements. Cirque provides these services to a diverse client base, including industrial and commercial customers; municipalities, universities, schools, and hospitals (MUSH); and federal, state and local clients.
As stated above, Cirque has a joint development agreement with the Northrop Grumman Corporation to bring to market a deployable gasification unit (DGU) that can use solid waste to supplement traditional fuels used to generate CHP. In addition, the company has unique gasification technology designed for CHP applications that can use waste fuels to produce low cost, renewable energy in the 200-2,500 KW market. For more information about Cirque Energy please visit www.cirque-energy.com.
This release may contain forward-looking statements relating to the business of Cirque. All statements other than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. These statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated, believed, estimated or expected. These risks and uncertainties are described in detail in our filings with the Securities and Exchange Commission. Forward-looking statements are based on Cirque's current expectations and beliefs concerning future developments and their potential effects on Cirque. There is no assurance that future developments affecting Cirque will be those anticipated by Cirque. Cirque undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here. Yingli Green Energy Holding Company Limited next reports earnings on March 18, 2015.
To receive a free e-mail notification whenever Yingli Green Energy Holding Company Limited makes a similar move, sign up!
http://www.conferencecalltranscripts.org/summary/?id=1528460
Me Tooo.
Heat Transfer International (HTI) home office is based in Kentwood Michigan. In the Kentwood facility, HTI has a state of the art fuels laboratory, engineering design and development center, a pilot scale Biomass Development Center and an advanced manufacturing rapid prototyping center. Our heavy metal manufacturing is done at the Morbark Manufacturing's facility in Winn Michigan. Morbark is one of HTI's owners. With years of engineering and manufacturing knowledge, HTI is proud to offer a unique waste-to-energy gasification process and high temperature ceramic heat exchanger technology. The technology was acquired in 2006 when HTI purchased the Patents of Bob Graham and IP of Presque Isle Engineering and C & H Combustion.
Our technology, incorporated into the gasification process and air turbine power generation, creates a more user friendly, practical system for medium sized biomass energy systems.
In additions to the purchase patents, HTI's technology has received multiple United States and foreign patents. These patents set us apart from other manufacturers and are indicators of our distinctive approach to gasification and air turbine power generation.
"Identify wastes that have the greatest potential for converting waste to energy.
Quantify the economic and environmental benefits associated with our biomass to energy conversion machinery.
Build and develop machinery that will allow biomass generated syngas to produce low pressure steam, high pressure steam, hot water, cold water, clean hot air and electricity.
Develop and manufacture Ceramic Heat Exchangers that can operate in acidic environments and extremely high temperatures and high pressure.
Support and assist our customers in the design and application of biomass gasifiers and high temperature Ceramic Heat Exchangers."
Heat Transfer International Biomass Technology Experts - fixedbed
By: Presque Isle Engineering 11/22/2011
Keywords: Heat Transfer
"This unique patented device is manufactured and supplied by Heat Transfer International. It is designed to process wastes such as Medical, Hazardous solids, Army Munitions, PCB’s and coal tailings. The waste is metered into via air locked rams and fed upwards into the gasifier, to forms a fuel pile. A controlled percentage of stoichiometric air is injected throughout the pile.The unique control of the air injection arrangement keeps the pile temperature below the sublimation, vaporizing or melting temperatures of the noncombustible solids and, at the same time, vaporizes the volatiles using the energy from partial combustion of the wastes. The syngas generated is collected
above the pile and induced into the oxidizer.HTI has proven the gasifier by firing Hazardous Medical waste, lab animal and PCB’s. The emissions leaving the stack was below the most stringent code levels "
http://www.hotfrog.com/business/mi/kentwood/presque-isle-engineering/heat-transfer-international-biomass-technology-experts-fixedbed-582372
Is this "our" Fabrication Group?
HEAT TRANSFER INTERNATIONAL (HTI), formerly PRESQUE ISLE
ENGINEERING
HTI specializes in custom-designed, starved air systems that process solids, sludges
and hazardous liquids. The front-end gasifiers range from batch style tray furnaces to
ram-fed gasifiers to shredder-auger-fed rotary kiln gasifiers.
Successful permitting by our engineers has been accomplished in many states, including
Maryland, Michigan, Illinois, Colorado and Utah. Materials fired ranged from municipal
solid waste, hazardous PCBs, Saran fumes, explosive sludges, plastic scrap, trash,
medical waste and biomass. Several of the permits had heat recovery, primarily boilers,
however, in some cases the customers supplied the backend equipment and PIE was
responsible for material handling, gasification and oxidation front-end lines only.
For approximately 25 years, Robert G. Graham owned a shop and R&D lab in Sanford,
Michigan that employed engineers and skilled trades that designed, fabricated and lined
the custom equipment to meet customer specifications. In the future all of this
engineering and shop fabrication will be performed by Heat Transfer International (HTI).
David Prouty is President of HTI, (4720 44th Street SE, Kentwood, Michigan 49512,
telephone 616-551-5420). All of Mr. Graham’s intellectual property has been transferred
to HTI where he is under contract as the corporation's senior application engineer.
Old report but good read.
Report By:
Richard L. Fosgitt, P.E.
Wilcox Professional Services
5859 Sherman Avenue
Saginaw, MI 48604
Report for:
Cirque Energy, LLC
168 East Center Street
Ithaca, Michigan 48847
June 4, 2010
Interesting...
"As discussed, when air is introduced on top (down the center) of the bed of material in the rotary
the first material that sees the oxygen first wants to move to combustion. That is why rotary
kilns have not been used in a DEEPLY starved air gasification mode. The change is not a big
change, but it is the magic bullet that allows the use of a rotary kiln in a deeply starved air
gasification mode."
http://www.elmiraohio.com/Gasifier%20Docs/RotaryKilnGasifiers-June42010.pdf