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Holy guacamole, this place has inhabitants! Clicked on an orphan bookmark by accident and here I am. It looks remarkably familiar. I should probably move along before I get a migraine or something.
A silver lining might be that Wave was bludgeoned into reducing expenses and the scale of expenses into something more in line with what they are. Should this larger customer actually buy things and do so at a reasonable rate the ability to impact the bottom line, balance sheet, cash flow statement and so on is considerably improved.
They still need to sell the stuff and still wander through the RS, stay listed, etc., but for those people with suitcases full of WAVX there is at least a glimmer.
Keeping in mind that M&A is a stated consideration, it seems that any improvement would if nothing else improve the terms of such a thingy.
player, yes, the SEC does have a rule, largely in recognition of turf issues with the DOE, that nothing shall travel faster than the speed of light, including the printing of shares by publicly traded companies.
So basically the only thing that is selling at all is SFND. SEDs have succumbed to bitlocker, there is no customer for the TSS/ESC, the various paid services/development things (gov, micron) have stopped ... meanwhile Chadder and Rivetz are taking over the world.
What a hot mess.
The recent head-count cut is the start of this, get the company within a stone's throw of cfbe, shut-off the AC in empty buildings, etc. In the end I am inclined to think that VSC is a non-seller to large enterprises, their infrastructure being too diverse. While the apparent cost savings over tokens is there, the difficulty across a large organization may not be trivial.
They have a DLP product that sells modestly, they have IP to provision TPMs with the basic layer (think NationZ), they've got stuff that runs on that which they haven't ever been able to sell, and they've got some SED management stuff.
It would seem that the DLP property has real value, the NationZ opportunity would be valuable as well if it was actually on line or demonstrably close, the other stuff continues to cost more to build and sell than what they can sell it for.
mmbg, I don't really see, it's just more effort than I can muster.
They either liquidate (shares become whatever they can get for the company), accept a large buy-in (shares suffer a massive dilution, but perhaps enjoy better pricing mutliples going forward) or some sort of reverse thingy (similar to 2 above, mega-dilution but perhaps some better share multiples going forward).
I was thinking months ago that they could dump the franchise for ca. 4x SFND sales, and the $2m sale of SFND licenses reinforced that belief, so the rivetzing component of the upcoming CC is the degree with which they cut the puffery and get straight selling SFND and effectively closing shop.
Sales of ca. $12m in products, profitably according to segment reporting, would normally be good for a few times sales at the chop shop. Somebody with money seeking easy listing could reverse triangular/reverse shell, keep the SFND property running and do whatever it is their real business is (say e.g. Winmagic wanted to be a listed company). It would seem that absent real debt, Wave is a decent target for a reverse shell. Unless of course their tentative listing status precludes all this. Perhaps gaining a listing extension will relieve constraints and allow some sort of reverse deal.
Unfortunately, these are not the sorts of things that get fleshed out in CCs. Anything short of a sell-out or a major buy-in (effectively washing out current shareholders) would be stunning in the end.
player, fmi does your previously outstanding include outstanding warrants?
sorry, wasn't trying to imply 82 cents was the mcap line, was more of a musing about my semi-frequent experience in this kind of public offering, and probably a bad comparison (something I normally see companies do from a position of at least some strength)
my napkin agrees with you on the 60 cents (60-65 is what I came up with).
awk seems to think the offering is already subscribed and this is just hoop jumping, in my semi-frequent experience while that may have been the case on some occoasions, I am still occustomed to a positive news thingy between pricing and fullfillment. but I should probably put my pink sheet thinking cap on given the price and volume of WAVX for the last while, in which case normal pattern notions however misguided are out the window.
well, if this plays out by formula, they should clear mcap.
announcementPR>pricingPR>goodnews>fullfilmentPR>dustsettling(placement escape)>followupgoodnewsPR
then dilution reconcilation, a few quiet moments with the abacus, some more placement escape, and the SP heads to where it was at the beginning .... 82 cents, and that clears mcap.
I was completely flummoxed as to how they hadn't already done a placement, the notion of an mcap timing element escaped me. It all makes some sense now.
player, so from a company management assessment point of view,
the timing is 'good news',
the company is maximizing treasury fill potential,
and doing so when it can't derail the extension.
Following the pattern stated
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113885702
the next shoe to drop is the "positive news" thing to try to get the offering sold, the part where current shareholders get grumpy about 'why didn't the news come first' (beats me, but this is the way it goes).
then notice that the offering filled.
then, when it works out well, follow-on positive news in a within a month, and methinks, inthe case of Wave, another round of some sort of convertible thingy.
alea, thanks,
so the 2:1 as guessed, warrants at the money of last close, shares at 20% discount.
I guess my first cash guess was better.
7.3m sh @ .65 = $4.7m
half that in warrants = $3.0m
overallotement = $1.2m
= $8.9m which is pretty much them going as big as they could based on guessing whats left on the shelf.
looks like the math here is off, the shelf seems to have about $10m, assuming they go for a 2:1 shares to warrants, more like $6-7m cash, blance in warrants overhang.
I, too, dont keep close tabs on this company owing to the overriding nature of the broader picture, I just try to guestimate a : If successful pull-out, what be the share count then ... I'm using 75m.
player, are you saying that the mcap issue has to be below 35m for 30 days in order to weigh on the extension question? that any swoon now wont count in time to derail an extension? Or that if sub-35m then there is no time to satisfy the minbid? that in recognizing the potential swoon they saw a likely extention refusal and are going all in now.
I was thnking 14m shares as well ...
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113887425
I see your point, just saying that based on their statements going big means ca. $6m, they said they are doing it from the shelf, and they said there will be warrants.
I'm thinking $3-5m cash, that basically their efforts at a PP failed, and their choices now are door #1, door#1 and door#1 ... and hoping they sell something.
But, they could e.g. (doubt it) ink a bundling deal with the china outfit with some sort of numbers attached after they get priced, that sells the offering, perhaps they at least try to price the warrants out of the money, but there wont be revs for some time, they parley the bundling news into securing a hesitant sale, that helps them get over a buck and crawl out of the muck ... somewhere around 75-85m shares out with perhaps a fixed convertable offering in the summmer (this being more of a big bucks thing) ... who knows.
alea, I believe the PR said the effort will draw from the shelf, as memory serves the shelf is good for $10m. The PR says shares and warrants.
Say 65 cents a share, shares:warrants 2:1 ... $6m cash tops ... depending on warrants pricing.
About 14m shares give or take, 9m now, the rest in warrants overhang.
all of that IF they get 65 cents a share.
the shelf is measured in dollars, not shares.
it was a $15m shelf.
That's a 1m shares of they go for $15/sh, or 150m shares if they do for a dime.
The shelf by itself does not give a measure of dilution until consumated, only then does one know how many shares it ended up being.
I don't keep much track these days, but I thought they drew $3.5m and perhaps with something like $2m in warrants (don't know how warrants factor into a shelf) ... call it $5m
At 50 cents against the $10m left Wave could print 20 million shares.
mmbg, the last few of these I have been through are followed by a pricing within a couple of days, not an open market floating pricing (see e.g. WYY recently, and NVAX a couple times in the last over the last year or so). In my experience it goes:
announcement>pricing>news>fulfillment
in my experience companies enter into these things from a position of SP strength, the announcemnt and pricing cuases a hit, the news gives a rebound, and then the treasury gets paid and the participants do well. With Wave it is obviously rather different.
so the next news
is a PR pricing the offering and a window, normally in my experience in a couple days, like this week
sometimes there is follow on business news (makes current shareholders grumpy as this is after the pricing)
then a PR indicating subscription (and closing of the offering if it goes that way)
I'm not accustomed to seeing warrants in a public offering like this. How can that be a good thing?
snacks, timing things etc.
They could sell the shelf at anytime they wanted to.
is the ATM facility still in place?
were it in place, does the market demonstrate the liquidity to support an ATM on the sell side?
So, the question is: why did they make the announcement today? Who is going to buy it on the open market without revenue news? In my mind, no one.
well, those certainly are the questions ... the last couple of financings have not treated investers in those financings well. The liquidity before during and after and the price don't seem to support the notion that they did well, and the warrants are out of the money.
that would make finding private placement investors difficult. when one cannot find customers (for WAVX shares) in a smaller group (PP), one casts a wider net (public) and hopes to get the shares sold.
why now? because they are out of money ... out of money means 1) borrow, 2) sell shares 3) sell assets 4) sell the company 5) seek bk protection.
it doesn't mattter if they have news soon or not with regards to "why now", they are out of money, their choices are 1-5 listed above, the luxury of having news would be nice, but broke is broke.
if they have no news and the share sale fails, the company will be sold before the end of the year.
So, I guess I really don't know the difference between a PP and a PO.
our previous delve into this was re:Dell, an Item 1 event and whether its termination required reporting (I believe it did, and that the 10k within 4 days satisified that). I am also cyincal to think Wave may have worked out the "informed" date soas to not have to issue a stand-alone 8-k (I know, one shouldn't toss such poop without some evidence, real evidence) but the 10k hit them hard, a standalone 8k ... heading into delisting/r.s. ... could have crushed them. The next time I read sometihng like that in a 10k from anybody and the date of "informed" has the considerable good grace to be 3 days before the filing of an annual report .... well, it will be noteworthy.
all that aside it seems there may be much mixing of form 8-k item rules, there certainly is by me.
alea, I went back and looked at the 8k rules you cited before,
by my reading they specifcally (at least the cited bits) address rules for Item 1, Entry into material definitive agreements.
Wave uses accelerated reporting for large sales on Form 8-k Item 8 - other events.
The language in the rules clarifying Item 1 (entry into ...) may well not apply to rules for Item 8.
GM was reported on Form 8k Item 8 - other events, not as Item 1. The rules for 8-k Item 8 are rather vague. The latest sale was reported as Item 8, again not Item 1 for which there are considerable rules clarifications.
"Item 8.01 Other Events.
The registrant may, at its option, disclose under this Item 8.01 any events, with respect to which information is not otherwise called for
by this form, that the registrant deems of importance to security holders. The registrant may, at its option, fi le a report under this Item
8.01 disclosing the nonpublic information required to be disclosed by Regulation FD (17 CFR 243.100 through 243.103)."
but my understanding is that unusual sales are typically communicated when they get in the 10% land, it helps insure compliance with FD, and satisfies the guidance of 'when in doubt, accelerate'.
FWIW for the record, I do not believe a $600k transaction has happened at Wave during this Q. I believe it would have resulted in accelerated reporting. They would likely escape scrutiny by not accelerating reporting of it, but I would definitely need to see evidence in a 10q to believe it.
alea, I don't recall seeing where the law said if it doesn't meet reporting requirments that it is not material. The law defines the subset of material events that require accelerated reporting, it does not then imo recategorize everything else into non-material.
alea, yes,
your argument imo rests on ordinary course = non-material, and I believe that to be false.
8-k requires
1) non-ordinariness
or
2) dependenciness
The venn of Material events for Wave includes:
1) non-ordinary material,
2) dependency material,
3) ordinary, non-depdency material.
Ordinary non-dependency material is Wave's normal business, generally good for a couple $mill a Q, and is reported on Form 10q.
Dependenciness for Wave re 8-k is mostly populated by Item 1, entry into a material definitive agreement - sale of securities and rarely Item 8 - other (sale of products). The measure of dependiness is, imo, the degree with it can measurably push the next pending PP. But not being big enough to push a PP does not make it non-material, just not 8-k requiring.
I am making no argument about the historical threshold for 8k filing for Wave (they closely follow what I feel to be the case, unless they actually had a $600k deal in which case I would be stunned that there wasn't an 8k) and hence, as they follow what I expect, and I do not believe that they will deviate from that, then of course, no, I do not believe that are examples of which you refer, I will not seek to find them (as I believe there a none) and have no interest in citing that which I do not believe is.
*alea, no ..
"because in wave's case, all material events are properly understood to fall outside the meaning of the phrase "the ordinary course of business"
no.
All of Wave's material business is reported.
A subset of material business requires accelerated reporting.
All of Wave's material business gets reported as required on Forms 10q and 10k.
A subset gets accelerated reproting on Form 8-k.
Material events in the the ordinary course of business are quantifiable and are:
(Form 10/Q) - (Form 8/k) = ordinary course of business.
imo
the 'substanital dependency' thing is again just a codification of which material events qualify as the subset requiring accelerated reporting, not different thatn ordinaryness. ordinariness and dependenciness are the same in this case, they help define the subset.
I must not have been clear,
in short, yours appears to be saying:
If material and not usual then 8k
*and*
If not 8-k then not material.
as in that 30k seats for $600k was "a non-material event in the ordinary course of business" to which I responded that the 30k seats for $600k (hypothetically) is indeed material. Material to me, you, Wave and AAPL.
Again, Form 8-k obligates the reporting of material events ... but not all material events, only those material events not in the normal course of business, but those that occur in the normal course of business do not suddenly become "non-material" by the fact that they are not 8-k reported.
8-k has no power to make an event material by inclusion or non-material by exlusion. It is simply a place where a subset of material events gets reported.
I don't think I set up at any point the notion of 8-k summoning non-ordinary non-material events, I simply quibble with non-8k events being called non-material simply because they were not on 8k.
"we are likely talking about a non-material event in the ordinary course of business"
not to split hairs, but the event would be material, but not trigger accelerated reporting because it was in the course of ordinary business.
Form 8-k discriminates between material events that are unusual (requiring accelerated reporting), and material events that are usual (not requiring accelerated reporting). That they are usual does not convernt them into being non-material, i.e. 8-k is not the measure of materiality. imo.
so a dump then pump instead of a pump then dump.
earlier you mentioned dilution driving the price up.
definitely outside the box.
As you mentioned the event likely did not require reporting at all, material agreements that expire normally are exempt from reporting requirements (altohugh this is touchy, see very bottom).
As to whether a Form 10x can stand in for a Form 8-k, it can for all triggering events except items 4.01 (accountant change) and Item 4.02 (previous numbers unreliable). See below.
If Wave was using this to stand in for an 8-k then it appears the discussin was in the wrong section, it should have been under Item 9B (other info), it should up under Item 1A (risk factors). As such it appears Wave was treating this as a non-8k triggering event, but one that nevertheless represented a risk factor.
re Form 10(x) standing in for 8k, from sec.gov:
"Question: If a triggering event specified in one of the items of Form 8-K occurs within four business days before a registrant’s filing of a periodic report, may the registrant disclose the event in its periodic report rather than a separate Form 8-K? If so, under what item of the periodic report should the event be disclosed? Item 5 of Part II of Form 10-Q and Item 9B of Form 10-K appear to be limited to events that were required to be disclosed during the period covered by those reports.
Answer: Yes, a triggering event occurring within four business days before the registrant’s filing of a periodic report may be disclosed in that periodic report, except for filings required to be made under Item 4.01 of Form 8-K, Changes in Registrant’s Certifying Accountant and Item 4.02 of Form 8-K, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The registrant may disclose triggering events, other than Items 4.01 and 4.02 events, on the periodic report under Item 5 of Part II of Form 10-Q or Item 9B of Form 10-K, as applicable. All Item 4.01 and Item 4.02 events must be reported on Form 8-K. Of course, amendments to previously filed Forms 8-K must be filed on a Form 8-K/A. See also Exchange Act Form 8-K Question 106.04 regarding the ability to rely on Item 2.02 of Form 8-K. [April 2, 2008]"
on Termination of agreements:
Question 103.01
Question: A material definitive agreement has an advance notice provision that requires 180 days advance notice to terminate. The counterparty delivers to the registrant written advance notice of termination. Even though the registrant intends to negotiate with the counterparty and believes in good faith that the agreement will ultimately not be terminated, is an Item 1.02 Form 8-K required when the registrant receives the appropriate advance notice of termination?
Answer: Yes. Although Instruction 1 to Item 1.02 notes that no disclosure is required solely by reason of that item during negotiations or discussions regarding termination of a material definitive agreement unless and until the agreement has been terminated, and Instruction 2 indicates that no disclosure is required if the registrant believes in good faith that the material definitive agreement has not been terminated, Instruction 2 clarifies that, once notice of termination pursuant to the terms of the agreement has been received, the Form 8-K is required, notwithstanding the registrant’s continued efforts to negotiate a continuation of the contract. [April 2, 2008]
Question 103.02
Question: A material definitive agreement expires automatically on June 30, 200X, but is continued for successive one-year terms until the next June 30th unless one party sends a non-renewal notice during a 30-day window period six months before the automatic renewal – in other words, January. Does non-renewal of this type of agreement by sending the notice in January trigger Item 1.02 disclosure?
Answer: Yes. The triggering event is the sending of the notice in January, not the termination of the agreement on June 30th. However, automatic renewal in accordance with the terms of the agreement (in other words, when no non-renewal notice is sent) does not trigger the filing of an Item 1.01 Form 8-K. [April 2, 2008]
Question 103.03
Question: A material definitive agreement expires on June 30, 200X. It provides that either party may renew the agreement for another one-year term ending on June 30th if it sends a renewal notice to the other party during January, and the other party does not affirmatively reject that notice in February. If neither party sends a renewal notice during January, which means that the agreement terminates on June 30th, is an Item 1.02 Form 8-K filing required?
Answer: No. This would be a termination on the agreement’s stated termination date that does not trigger an Item 1.02 filing. If one party sends a renewal notice that is not rejected, an Item 1.01 Form 8-K is required. Such a filing would be triggered by the passage of the rejection deadline on February 28th, and not the sending of the renewal notice in January. [April 2, 2008]
In the annual report filed 3-18-2013 Wave stated
"On March 15, 2013, Dell notified us that it will be replacing the DDPA solution in its next generation of client hardware platforms expected to begin shipping later this year. As it has with other solution upgrades since 2006, Dell has also informed us that it will continue to discuss with Wave opportunities to include our software on new and future Dell platforms and that it plans to continue to include our bundled software with Dell hardware platforms that are currently shipping. However, Dell has not communicated to us any decisions regarding the next platform and we have no assurance that our software will be included in Dell's new or future platforms. Wave plans to continue to work with Dell to offer software solutions to enhance and improve Dell's hardware platforms. If we are not successful in continuing to sell our technologies with Dell's new and future platforms, this could have a material adverse impact on our revenues in years after 2013."
Some material events require accelerated reporting to be filed via Form 8-k, such filings are to be within 4 days of such events. Wave's annual report was filed within 3 days of said notification, as such the 8-k was unnecessary.
It was noticed immediately and chatted about briefly:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=85822956
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=85823489
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=85827717
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=85824833
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=85823370
It was brought up on subsequent CCs. Investors were informed.
It is difficult to reconcile notions of
migrating away from SMB and towards large enterprises with the notion of the target customer being ignorant of the role a TPM plays in Wave's e.g. VSC offering.
Papa Gino may be clueless, it seems a reach to suppose that e.g. the CIO at United Health Care or Boeing don't get it. They get it, they know what it is, they just are not currently buying it.
I'm am not familar with development stage companies holding things back at all. Hope is their fuel, hope withers in silence.
In SKS' last full year Wave lost $34m,
in Solms' first full year Wave lost $13m.
For a paltry $21m SKS was better at RSA hype.
(note) $21m reads: "Twenty-one million dollars."
Not saying Solms has or will succeed, but in a world of comparables SKS is a singularity of incomparability.
WYY did in any event seem to me from the attention I pay to WYY + WAVX, seem to likely be an anticipated source of happy pills for Wave (yes, seemx2). WYY is an intersting company, a good amount of revs, a fat pipeline and an ongoing problem when it comes to delivering profitably (I hold/trade WYY). Part of the multiple irons in the fire thingy (the WYY happy pills notion). When launch parter failed to pony up and WYY pushed I imagine the heat got turned up (if it could be turned up more) at Wave sales and the a third iron (legacy DLP) delivered to extend the runway.
That said WAVX continues to behave oddly, bidXask above last trade on nil volume ... normally this thing fades when sitting on gas vacuoles for volume. All parties are sand-bagged in on this thing.
About the WYY 3 Q push, then 2016 is the current thinking horizon on that? (this whole intertial frame of reference thing with Wave is tough for me, I never know what to call T=0).
all true, at least most of it from most,
and in the face of all that the technicals look intriguing.
If one ignores everything they know, WAVX technically is acting like it might move up. True, pithy volume, but fri was the highest volume since the $2.3m 8-k.
It has booked a string of green candles, closed above what might be viewed as a resitance point at 87 cents, and of course above all ... there is leakage. While I have never used leakage as a technical indicator, and to the extent there is leakage it looks bearish in substance, one still can only be left wondering ...
The bullish argument knowing what one knows is that some sort of sale is going to happen, that the migration of the NA-CTO was a matter of clash in the tech-office (vs Kaz) perhaps coupled with a redundant hire in the face of previously under appreciated value in WW-WTO, and so on.
The CEO wasn't at all concerned about the $1 thingy at the last CC, which can mean two things, 1) he is confident they will clear the listing req or 2) one doesn't belabor/ponder/concern a clogged toilet on deck 4 when the ship is heading rapidly towards an iceberg.
My sniff is the thingy rallies over a buck, for reasons or not.
Wave's goal posts are mounted on a platform, one with wheels.
But hey, there's leakage. And a string of green candles for no good reason. And something resembling a volume spike. Go Wave. Its only fun when Wave rallies, the spirits of the leaked upon longs are lifted, blue clouds dance, the website clicks go way up.
I'm sticking with bagging a sale or two and a buyout. Stabilse the sales graph at around $20m /yr and sell for 5x sales. Somewhere between 1 and 2 bucks a share.
I would call that a successful turnaround, not stunning, but empirically successful.