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That's what I originally thought too, it was all on the transfer agent but I was told that Muscle Pharm actually prints out the new shares and signs them. The transfer agent can facilitate this but ultimately its on the company.
Really, I'm still confused as to why the D is still attached. Wasn't it supposed to be removed after 20 business days?
I went back and forth with Etrade and the transfer agent just before Christmas.
The transfer agent said they havent' received any information from Etrade to exchange the shares.
Etrade said they sent the information to the DTC (they're an escrow company for stocks) but the DTC hasn't received any information from muscle pharm in regards to ETrades shares.
I spoke directly to a member of the Etrade corporate actions team who confirmed that muslce pharm needs to get their act together before the shares can be issued.
It took 5-6 phone calls to each Etrade and the transfer agent to get this information and as soon as they said MuslcePharm is the hold up, I knew it would be awhile.
I'm trying to figure out why the D hasn't been removed...hasn't it been over 20 business days?
http://www.sec.gov/Archives/edgar/data/1415684/000114420412069409/v330777_s1a.htm
Page 5 it talks about the shares being offered, if fully converted would take the common shares to 5.9 million shares outstanding. They're trying to sell 3 million common shares (1.5 million series D preferred shares) for $4.65 each to raise almost $14 million. Not sure what the extra 7 million people are mentioning is from though.
Re-read the last prospectus, they actually talk about in-house manufacturing and state they have no plans to do so. Bottom of page 11 in the newly amended S/1 filed today.
You know, if I could write that well, I would write an article too. My compensation would be being able to sell my shares. If you're a significant investor, on a retail scale, what's to stop you from writing an article like that to help along your investment? Granted a lot of them coming out at once is fishy but doesn't make it fact that they're paid for my muscle pharm. Just change the wording around a little bit, throw in some other stocks, and 1 person can write all those articles under a different name. And I would certainly do it if I could.
Unfortunately, I don't think the D has anything to do with the shares being delivered so it'll be awhile still.
I spoke to both the transfer agent and Etrade yesterday. Here's what I got from it:
Etrade sent the information to the DTC (they're like an escrow party for stocks) on the 26th
DTC said MSLPD is eligible for electronic delivery on the 4th
On 12/6 the shares were supposed to be delivered but were not (to Etrade at least)
The transfer agent said that nothing has been submitted to them for the old shares to be exchanged for the new shares.
Etrade says the DTC is holding on to the old shares because they're waiting for physical delivery of the new shares.
The physical delivery part is done by Muscle Pharm where they actually print out the new shares and send the paper to the DTC.
I had 5-6 calls each between the transfer agent and ETrade and as soon as they told me the ball is actually in Muscle Pharm's court, I gave up because I knew that the hold up on their part was absolutely likely. In my opinion, Muscle Pharm switched from electronic to physical delivery for Etrade because Etrade is probably has the most shares of MSLP so delaying the delivery of these shares would hold off some selling.
Last day of the world and last day with a D if I'm not mistaken. Come Monday, we should be back to MSLP.
I remember reading in the initial offering last month that part of the Aegis deal going through was that MSLP had to uplist otherwise the deal was off. I can't seem to find that again in the old or new so maybe my memory is off.
All signs are pointing to them building this company up for a buyout. They specifically point out in the new prospectus they don't have any plans to manufacture their own supplements. They're going for branding then a buyout if you ask me. And for those that don't think any company would buyout MusclePharm, it's all about the opportunity cost of losing revenues to MusclePharm vs. price of buying them out. This is regardless of MusclePharm making any money because they've demonstrated the will to feed off shareholders if needed.
So to give you an update on ETrade. I just spoke with one of the customer service reps named Brad oddly enough and he let me know that it's more than likely going to be 4-6 weeks from the reverse split date before they get the new stock from the transfer agents. One of their verifiers spoke to the transfer agent a few days ago and couldn't get a definitive time frame.
He said that sometimes transfer agents will send out the new stock all at once or they can do it a little at a time. He's seen some OTC stocks take up to 10 weeks.
He did say he'd follow up next week to see if there are any updates on the stock. Very helpful fellow.
Do you just make your information up? The D for stocks that have undergone a reverse split, forward split or corporate reorganization. It has nothing to do with when you can buy or sell. The delay in you being able to sell after a reverse split is from our brokers not receiving or processing the new shares from the transfer agent yet. Sometimes this takes a few days, sometimes a few weeks.
Couldn't agree more. If they were planning on using the $20 million to lower operating costs by building a factory or something, this would be an amazing move but as far as I can see, the $20 million is just for putting a band-aid on arterial bleeding.
The 90 day requirement is only for the market value standard, which MSLP won't be able to meet (need $50 million market value). Looks like they're going for the equity standard requirement. But if you mean they won't uplist for 60-70 days because of their own internal situation, who knows. I would think they'd want to uplist as soon as possible to start raising money regardless of what we want to see, unfortunately.
https://listingcenter.nasdaqomx.com/assets/initialguide.pdf See page 9
5505. Initial Listing of Primary Equity Securities
A Company applying to list its Primary Equity Security on the Capital Market must meet all of the requirements set forth in Rule 5505(a) and at least one of the Standards in Rule 5505(b).
(a) Initial Listing Requirements for Primary Equity Securities:
(1) (A) Minimum bid price of $4 per share; or
(B) Minimum closing price of $3 per share, if the Company meets the requirements of the Equity or Net Income Standards under Rules 5505(b)(1) or (b)(3), or of $2 per share, if the Company meets the requirements of the Market Value of Listed Securities Standard under Rule 5505(b)(2), provided that in either case the Company must also demonstrate that it has net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2 million, if the issuer has been in continuous operation for at least three years; or net tangible assets in excess of $5 million, if the issuer has been in continuous operation for less than three years; or average revenue of at least $6 million for the last three years. A security must meet the applicable closing price requirement for at least five consecutive business days prior to approval.
One of the conditions before uplisting is having the share price at a certain amount for 5 days (I believe it's $4 but could also be $3 depending on which criteria they're trying to meet). So the uplist should occur, if approved in the next 6-7 business days. After that, the Aegis deal should go into affect since uplisting was one of their conditions.
It's just an amendment to include a certain file type that was probably forgotten. Exhibit 101, nothing special.
That's what I thought too but I was reading through the filing again last night and couldn't find anything on a definitive % for commissions and looking through it again now, they tend to group discounts + commissions together and then underwriting/selling reimbursements, but that totals less than $100k it looks like.
I'm thinking the commission is going to be the difference between the offering price and the 7-8% discount unless I'm missing the 10% part completely.
I agree, the move to 850/1 might also be a fail-safe after the R/S to keep the share price above the uplisting thresh hold.
I think we'd all love a strategic partner or large equity investor, but let's be honest here, I sincerely doubt they're willing to pay $20 million for PART of the company when they can pay a little more and get the WHOLE company right now lol. However, the recent buying intrigues me also. It's either part of a large pump that's coming or it's a large player just buying up shares in anticipation of this Xfactor or a potential buyout candidate positioning themselves.
Isn't the Aegis deal 7% for commission? There's an extra 1% for non-accountable expenses, which we can probably assume Aegis will rake in. It really is about the commission for them, but they have to sell those shares to someone and it's not on the open market. The thing we should all be analyzing is what price we think the offering will happen at and what is Aegis using as a selling point to move these shares? Aegis would not have taken the deal unless they could move them otherwise they don't get paid.
If anyone has been through this before, can Aegis offer the shares lower than that current share price? Ie, if the stock is at $4.00, can they sell them for $3.5 or is that a violation of their duty?
Why did MSLP choose now to try to uplist and offer more shares through Aegis? They could just easily have stayed on the BB and issued shares without paying a large fee to Aegis. I mean, why do anything different? They're doing just "fine" with their current model.
There are two reasons I can think of:
1) They're really lying and just trying to pump up the share price to issue shares after the R/S. They know institutional investors nor any big boys will want to invest in this so this is all just a ploy to look good. This is, of course, the most logical reason given their history.
However, imo, the 3 piggies won't want to look stupid in front of the big boys and get laughed at when their stock is presented by Aegis. I really believe that the execs are taking a turn for the better and are trying to make this stock something better than it currently is. Now, don't get me wrong, they're doing it very poorly and slowly but doing it nonetheless.
Reason 2: MSLP chose now to uplist because there is something in the works that make it worthwhile to uplist. Based on the 10-Q, I think they're on the verge of operational positive cash flow (I calculate about $870k operational loss by adding in the account receivables at 22.89%, not increasing admin expenses because I think those are already included since the product has already sold, and subtracting out one time fees associated with the quarter like legal fees and fees associated with the 8.4% bullcrap).
There's something, we're all overlooking or don't know about yet, it's the X-factor we're all anticipating. There has to be a reason Aegis took on the offering because it's not going to be worth the trouble of taking on the project if they can't move the shares as they've agreed to buy all the shares needed at an ~8% discount to the offering price (we don't know this as they need to proceed with the R/S and uplist as part of the underwriting agreement). Granted they purchase the shares once buyers have confirmed orders but who is Aegis getting to buy? Aegis sees potential to make money here selling the shares to someone. And we can assume that it's not going to be on the open market since Aegis only gets an 8% discount of the public offering price, which I'm assuming they can only adjust so much (ie, not going to be toxic financing).
I actually think there might be a buyout but only based on the valuation of the company, not the R/S and new shares.
To me, any competitor looking at MP has to be licking their chops. Let's face it, they have the opportunity to pick up shares for super cheap. If they paid $0.01/shares, that's ~$25 million, less than 1/3 of the estimated sales for MP for this year. Why would they attempt a buyout? Opportunity cost. Any other company could spend $25 million on MP to get $75 million in sales, and combined with their own manufacturing power, would be able to immediately make their new purchase profitable. Whether or not $25 million is realistic for a take over, who knows. However, the wild card is the class B shares but I would find it very difficult to not fly to Denver and have "words" with the 3 piggies if they turned down a buyout offer of this nature.
As of right now, this is my only remaining hope for MSLP
The closer we get to their filing deadline the more I'm convinced that the financials won't be that bad. Because the stock has to trade above $4.00 for 5 or 6 days before being accepted on the NASDAQ Capital exchange, any reverse split now would mean they expect the stock price to stay up (assuming they don't increase it to 1:1000).
We're entering a tight timeline in the next few days where it's key for a successful uplisting for the stock to remain at these levels or higher. They want to survive, if they don't uplist, they don't get the $20 million the easiest way. They'd have to R/S and dilute this stock to hell on the open market, which I think even they realize is a horrible idea.
On the other side, I also feel like we're not seeing a lot of buying from leaked financials because, let's be honest, their financials probably won't be done for another 4 weeks lol.
It'll be interesting to see what the public offering is valued at by the underwriters.
One side of me says this is great news and we should see the price increase significantly over the coming weeks but the other side says this is just a plow to get the price up so they can just make more money through the offering then not give a crap again after that.
MP needs to drop the 51% voting rights, it isn't doing wonders for FB, not sure why it will be or has been good for MSLP. We also should see more corporate transparency, if there's not an increase...bad news bears, imo.
While that is true, last year they didn't have the compensation board. They told us they were implementing policies and practices to get their salaries in line with industry standards. There is basis for a lawsuit, however, it's a pointless venture except to let the management know we're not going to take their shit anymore. Shareholders will see pennies for dollars in return because the stock will plummet and MSLP has no real assets to pay us off. Now, that doesn't mean we should sit here and take their misleading crap. Another option might be to hold an impromptu shareholders meeting in Denver...it's gonna be cold if they lock us out but I'm willing to do this as they can't avoid us and it doesn't bankrupt the company.
Companies that have done deals with TCA according to the press releases on their website:
SVFC- 10/19/12 PR $2 mill
PSWS- 10/11/12 PR, $225k
AMKT- 10/5/12 PR, $2 mill
BRGO- 8/8/12 PR, $2 mill
BFRE- 8/1/12 PR, $2 mill
OPL.V- 7/25/12 PR, $5 mill revolving (this chart is actually encouraging)
RXMD- 7/19/12 PR, $2 mill
MMMS-6/21/12 PR, $4 mill (can't find anything on this stock symbol trading anymore)
TOOT- 6/6/12 PR, $1 mill
CNOZ- 5/24/12 PR, $1.5 mill
GRNO- 5/17/12 PR, $2 mill
AMEL- 5/8/12 PR, $2.5 mill
ANR.U- 2/6/12 PR, $3 mill
I haven't done any research on these companies for what type of financial situation they were in when they received the funds. But most seem to have trended down, some significantly, some not significantly. OPL.V is the only one I saw that actually went up shortly after the PR.
The volume today does irk me but the chart setup right now is looking good for it to continue up. Any break below .006 again is a bad sign unless it closes strong green, imo.
I'm glad they're spending less on octagon placements. To me, it's a horrible ROI for them unless they pair the ad placements with commercials to really get their name out there. For example, seeing bud light in the center of the ring isn't going to make me buy budlight the next time I'm at the store, seeing budlight in the center of the ring with an awesome commercial...that would. Same with Assassin's Creed III, which has had floor placement too (these commercials look badass). Spending money on just the ring placements isn't enough. There's better ways for them to spend their advertising dollars than the floor of the mat. I do, however, like it when the winner puts on muscle pharm gear for the post-fight interview, that kind of placement makes me interested in a product, especially if that fighter was awesome.
You know, I'm partially convinced another supplement company might come in and buy muscle pharm. Why? Opportunity cost.
With MSLPs growing sales, another company is losing that much market share, so for a dominant company, they're losing probably close to 30-40% of MSLPs total sales. This 40% could be in the $30million range for this year. The other company could easily buy muscle pharm with a 1.8 billion O/S for less than they're losing or a little more to sweeten the deal.
I know MSLP has the possibility of going bankrupt, but I think they've proven they're willing to dilute and dilute some more to stay afloat, and new/old shareholders are willing to take it.
The company is worth so little relative to sales, I don't see how a bigger company is not entertaining the idea.
I think one of them was terminated but the other one wasn't. Even if both were terminated, we still have the shares that have to be issued to the "consultants" who own 8.4% or something of the company now and it has to stay that way.
What's even worse is that if we drop below $.01 and muscle pharm continues to issue shares, they have to give more shares to some of the recent financiers as part of their anti-dilution clauses.
SUNR is at .0012 x .022
I really hope they put out some PRs about what they're planning to do in the future to increase profitability and sales other than spend spend spend.
Did anyone see they're getting sued by JMJ Financial? If I remember they invested $800,000 a little over a year ago.
The CEO of Arete Industries (ARET) is one of the new board members for MSLP and ARET is hosting a conference call http://ir.stockpr.com/areteindustries/company-news/detail/273/arete-industries-to-host-conference-call-to-discuss-second-quarter-2012-financial-results so it's not that far out of the question but I'm afraid it's so far out of character for MSLP that it won't happen
A few things from their corporate governance that are a good sign to me (of course, I'll believe it when I see it put into action):
X. DIRECTOR ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS
It is the Board’s policy that, absent unusual or unforeseen circumstances, all of the directors of MUSCLEPHARM
are expected to attend each Annual Meeting of MUSCLEPHARM’s shareholders.
2. SEPARATION OF OFFICES OF CHAIRMAN AND CEO/LEAD DIRECTOR
The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive
Officer (“CEO”). However, the Board recognizes that the positions would be held separately if in the future
MUSCLEPHARM lists on NASDAQ.
Now, here's a big one with good implications for the shareholders:
The Compensation Committee shall consist of three to four members of the Board. Each member of the
Compensation Committee shall be independent in accordance with the independence criteria set forth in
any applicable SEC, listing or other laws, rules or regulations.
---->
From Annex B in the corporate governance PDF
1. A director who is, or has been within the last three years, an employee of the Corporation, or whose immediate family member is, or has been within the last three years, an executive officer of MSUSCLEPHARM, is not independent.
According to the handy chart they've drawn up http://musclepharm.com/sites/default/files/Board_of_Directors.pdf, the compensation committee will be Groussman, Prosser and Burr. And considering Groussman now owns a good amount of this stock, he's going to want to see some accountability at the CEO level (again, I'll believe it when I see it).
For those wanting to see an uplist, according to the corporate governance, there's more to an uplist than just price, such as a separation of the CEO and chairman of the board. However, I'm not sure of the ruling when there's a co-chair who is not CEO, such is the case with MSLP.
To prove I'm long and a "blood brother" of codie (though perhaps a dumber brother for having invested so much up to this point)
Good luck to all!
I'm prreeety sure Codie was being sarcastic because there's isn't such a thing as USSA certified...
The warrants are at 95% of the previous 5 trading days, which are for an additional 50 million shares. Another agreement was that 100 million shares were to be sold at $.01 to a group of investors, which is part of an agreement that brought Groussman and Honig onboard as "consultants". Part of the consulting agreement is that they (not sure if this is each or in total) will own 4.2% of the company, which doesn't necessarily require a R/S to happen, but my guess is that the consultants are strongly suggesting it. However, the 100 million shares that were just sold for $1million, have no dilution protection, but the warrants do have protection should the the company sell or issue shares below $.01 at a later date whether that be through warrants or direct dilution.
At least this is all my understanding of it all. The good thing I'm taking out of this is that the group of investors that put $1 million into it to start has no dilution protection just like the rest of us, other than being sold shares at a discount. The warrants do give some additional power to average down, however.
Edit: I just reread the 8k and it looks like I'm incorrect, the purchase agreement does offer dilution protection for the 100 million shares purchased. No bueno.
Oh man, now this information is something worth having a PR about. Not sure how big WHS is but that is some good news! I'm pretty sure WHS would pay for shipping, customs, duties and taxes, just a matter of MP being able to have the capabilities to consistently send product to them and supply all the other consumers.
I think he's been part of the MP team for awhile because I remember seeing him on their website when I bought in early last year but I don't see him on there now.