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The issue is about the establishment of the terms of conversion.
Why would BIEL Management, CPA, attorney, securities attorney approve of the change in verbiage?
The language changed because, in the context of its use in the disclosure filings, the term "Maturity" was incorrectly used.
Congratulations on being selected to be one of the A.I.P. Artists. YOu don't receive that invitation without skill and talent. Keep the Artist dream alive. I think it will serve you better than our investment in CRGS.
FALSE, there is a SIGNIFICANT difference between a note that converts based on the date of maturity and one that converts on the date of the agreement.
It is actually very simple, and I am glad to provide educational instruction. After you read the information below and realize its accuracy, let me know if I can be of further help. I am always willing to help bring clear and truthful understanding.
#1. If the note's pps conversion term is set at the date of the document, the number of shares is known at that time.
#2. If the note's pps conversion term is set at the date of maturity, the number of shares is unknown at the time that the documents are signed
For the BIEL notes in question:
When a new note is signed, the conversion rate is set at 50% of the market rate on the date of the note, not at the time of maturity. See most recent filing that states
If KW and Dr. Staelin seek to operate as a legitimate company, they wouldn't rely on the "Penny stock means buyer beware" modus operandi
I think that there is a major misunderstanding of the financial terms "Maturity" and "Extention" and how they impact the conversion terms of the note.
THE INFORMATION I PRESENTED IS ACCURATE, THE INFORMATION YOU PRESENTED IS OUTDATED: Read BIEL'S newest filing found here. The new language reads:
The information in the linked post is out of date. READ THE MOST RECENT FILING found here. The new language reads:
The scenario you've laid out for BIEL requires the stacking of unlikely outcomes. Firstly the proposition that the BIEL OS will reach only 30 billion shares when it is common knowledge that the BIEL OS will need to reach nearly 70 billion shares to satisfy the BIEL notes in existence today. Secondly, bioelectronics (BIEL) will see $10 million in annual profit. Thirdly, that the investment community will push aside the known risk that KW and PW can at anytime dilute the value of the stock by 67%. Fourthly that the market will award bioelectronics with an extraordinarily high PE ratio. There are odds for each one of these four situations becoming successful.
As the odds are stacked one on top of the other the odds of all things happening becomes very low.
I disagree with the statement "much too worried about what the Whelans will get. That’s their business, not ours".
It's our business, not theirs. Non-insiders own 98% of BIEL stock. KW has only invested a nominal one-time investment and yet stands to take around 20,000,000,000 shares of BIEL, that's 20+ BILLION shares. That reduces our equity. I don't want to see anyone's investment in BIEl drop by 50%-67% because of ill-gotten gains.
"Average PE's Are For Average And Sub Growth Rate Companie."
I guess after 20-years BIEL is less than average as it doesn't even have a PE as it has no profits.
Time for a change at the top like the example Toohot provided
All the PE ratios presented in your post exceed that of the big boards, where BIEL seeks to reside. Nasdaq has a trailing-twelve-months P/E of 21.80X compared to the Securities and Exchanges industry's P/E of 22.64X.
The idea of a pps at "$.05 PE 150. Higher PE Very Possible" is completely out of the realm of reality.
It will require over 40 billion more shares not the "30 Billion Shares Outstanding" as you suggest. It is a no brainer that "Authorized Will Probably Need To Be Raised"
Art, I'm living your pain. Exactly as you've described.
The FDA isn't the only one who knows how to copy & paste. There's a lot of copying and pasting of information about bioelectronics. Sadly only some of which is accurate, but "If you repeat a lie enough, it becomes the truth" - Joseph Goebbels.
$10 million in profit isn't realistic in the short-term. I estimate that it would take over 2 million units sold per year to reach $10 million in net profit; and we're celebrating a 120k purchase order as if we've crossed the finish line.
IMO, the odds of success would significantly increase with a new and untainted President & CEO. Toohot gave a great example. KNOS a company that changed CEO’s to one outside and away from any connection to their failed past. Six months later with one OEM partner announced the stock took off. All the way to .40
You might take "sales and advertising exposure", but the Whelan family has set themselves up to take 67% of your equity position in BIEL. LOL.
"Fairness. Lol"
I too think that BIEL is on the cusp of something great. It's been a long time coming. I'm more optimistic of the companies success since 2017. I just hope that you and all those that have invested a lot of hard-earned dollars, including me, receive a return that is based on fairness. It can be done.
Congratulations on the completion of your position in BIEL.
Just curious, did you "slap the ask" like we're coached, or did you buy on the bid?
I sure hope that you are correct. That would be fair for shareholders who put in the tens of millions to keep this dream alive.
IMO, the anemic trading volumne and the pps at $0.0007 it speaks directly to:
#1. the lack of investor trust in KW, and
#2. the significant risk to investor's capital created by the tens of billions of shares that can be created by KW and PW converting their ill-gotten notes to shares of BIEL.
SOLUTION: KW and PW do the right thing by shareholders and significantly reduce investor risk by appropriately dealing with their notes.
Thank you for asking why I feel that Art wrote an excellent post, providing highly valuable information to BIEL investors.
The post, shown below, identifies a significant and material issue that has harmed BIEL stock investors; which is the family setting lucrative loan terms where they've benefited disproportionately to even other lenders and to equity investors. What other lenders can claim that AW granted them shares to sell to investors and then AW signed a note to that lender for proceeds of stock sale? I'd say none. In addition, AW testified before the SEC that he was borrowing money from KW to "keep the lights on". As he accepted the funds from IBEX he was simultaneously direct depositing his paycheck to St. Johns LLC (PW) bank account, who then loaned the money back to BioElectronics at 50% on the stock price. It doesn't sound like AW needed to borrow money from IBEX just to move the money around enabling the family to double-dip on convertible notes. Read the SEC filings. Their own testimony speaks to these facts.
It raises the timely and important issue of the failure of the Whelan family to operate the company in compliance with laws, rules, and regulations. For example, AW raised the AS numerous times. Do you recall their ever being notification to shareholders of such action, or a filing disclosing his actions? I don’t'. Will such a disclosure filing or stockholder notification be issued when the AS is raised to cover over 40 billion new shares required to satisfy KW nad PW's ill-gotten convertible notes? KW, like AW before her, operates BIEL like it is her own company, failing to honor shareholders lawful right to vote on board members, and failure to even hold the required annual meeting of BIEL shareholders. We're told that if we don't like it, sell our stock, that
no one asked us to invest (false, as she's facilitated the illegal sale of billions of unregistered shares of BIEL).
The post also outlines a solid plan to rectify the situation, mainly that the Whelan family returns some of the ill-gotten assets, mainly notes, that they’ve taken through self-dealing.
Consider all the FDA clearances received since 2017, together with new customers under contract and the placement of purchase orders, yet the stock trades at $0.0007. Could it be investor concern over losing 67% of their capital? I think that this issue has a significant impact on investor's willingness to buy BIEL.
All-in-all, I repeat that the post is award-winning.
$USRM pps up on very heavy volume today. Already 1.85 million shares traded by noon.
Could something be up? IDK, but I hope so.
WOW!!! EXCELLENT POST ART. Post of the Year!!!!
The Whelans were responsible for the sanctions and financial fines. However, it is the BIEL shareholder equity that will likely pay the six-figure fine. It was due December of 2019 and is sitting on the BIEL balance sheet as a payable.
I'll keep raising awareness that KW nad PW has ill-gotten notes that can dilute the value of holdings by nearly 67%. Who wants to invest money that can shrink overnight by 67%. KW and PW can do the right thing and deal with the notes in a way that is shareholder-friendly.
KW has very little capital at risk. I think that it is described as " nominal".
Therefore, no excuse for not doing the right thing for long-suffering BIEL Shareholders. Yes, the same investors that have truly funded BIEL over nearly 20-years.
In what universe does it seem right that Kelly would call in millions of dollars of notes? Notes for which she did not provide the money, other than a nominal one-time investment, of which she couldn't provide documentation?
"Nominal" was her contribution.
According to her own testimony before the SEC often times AW coordinated the buyers of the illegally unregistered shares of BIEL stock, and often those funds did not go through ibex conduit, rather they were directed by KW to be sent directly to BIEL headquarters. Even during these illegal transactions KW hand her dad write a note to her conduit IBEX.
The numbers you presented are woefully understated
Eyelid Surgery Market Size data found at this link
Correction!!! The irrefutable truth is that the Whelan family did not invest tens of millions of dollars into the company. Rather, it was independent non-insider investors that funded those notes. KW was simply a conduit for investor money leaving their pockets and going into the company and into the pockets of the Whelan family
Ignoring investment advice, I don't hit the BIEL ASK, so I think I qualify as a "savvy investor".
BTW, let us judge, what were the terms of the BIEL CVS deal?
It is bullshit that "Be Aware That Without IBEX and Family Money The Alternative Would Have Probably Have Been Bankruptcy. Money Out Of The Left Or Right Pockets Makes No Difference."
REASON:
#1. AW should have commercialized the initial product for the treatment of post-operative pain relating to eyelid surgery. That would have negated the need for dilutive financing. If done, today's OS would likely be in the millions, not tens of billions.
#2. Major deals were nixed by AW. Was he suffering from dementia, or did he never intend to sell the products? IDK, but I do know that AW killed some great relationships with former BIEL customers.
#3. The funds came from investors buying unregistered shares of BIEL, printed by AW, and granted to IBEX (KW). Not from the Whelan checking account.
4 The financing arrangement enjoyed by the Whelan's was designed largely for the Whelans. For their personal enrichment. It has fed their family for 20-years AND given them the potential to own nearly 2/3rds of our company. They've benefited from this loan program more than anyone else. It was not publically touted to the investment community. Rather, it was kept mainly under wraps and used by insiders.
HOW MUCH MONEY DID BORROWING FROM THE WHELAN FAMILY ACTUALLY BRING BIEL?
#5. The terms of the convertible promissory notes are horrible for BIEL. Less dilutive financing could have been put in place.
The past has set the stage for the future.
When BIEL is economically successful who will own the majority of the company? Those that poured tens of millions of dollars to keep the lights on, or a family that invested a "nominal, one-time investment that couldn't be documented" and "never put additional capital at risk." a family that has thumbed it nose at non-insider investors via Twitter AND MORE IMPORTANTLY by depriving those same investors of their legal right to vote their shares to establish a board of directors, to vote on matters where a significant conflict of interest exists on the board of directors, to hold an annual meeting where the voice of independent investors can be heard?
I believe that BIEL is at the cusp of something great, and I don't want to see the value of my investment decline by 67% because of the Whelan's ill-gotten gains.
"BULLSHIT" is all we'll have in our investment account if the ill-gotten notes are converted into shares of BIEL.
How can the loans you mention be valid?
The language in previous filings was IMO incorrect, while according to BIEL management the language was unclear. The "incorrect" or "unclear" language was brought to the attention of BIEL's corporate counsel, the CPA, and BIEL's securities attorney. Their review completed earlier this year is was facilitated the change in language in the most recent filings.
In essence, the loan amount and the number of shares required to satisfy the note are established on the date of the loan document (shown below). If the noteholder is "underwater" at the end of the term of the note, the noteholder can simply demand repayment. As BIEL cannot repay the loan, or chooses not to repay the loan, the lender demands that BIEL sign a new convertible note equal to the previous principal balance, plus interest, and the 50% discount is calculated on that date. Then the noteholder can immediately convert the new note to shares. Shares at 1/2 the value of the shares we own on the same day.
Per KW "my late father always indicated that the same investment terms were available to all, and therefore I have attached a draft of the standard note terms". If you are interested in lending money to BIEL, contact KW. While you have her on the phone ask her how much of her own money has she invested in BIEL. According to her testimony before the SEC she made a "one-time" "nominal" investment which she couldn't document (she was a licensed CPA right?), and "never put any additional capital at risk."
The language of the note is as follows:
The SEC's oversight of PINK SHEETS is not the only governing body of BIEL. BioElectronics is still governed by many SEC rules and regulations, and as important, the State of Maryland.
BioElectronics was formed under the laws of the State of Maryland and is subject to all pertinent Maryland's laws and regulations. In addition, BioElectronics was formed via articles of incorporation and corporate bylaws. Each of these documents provides legal protection and assigns legal responsibilities to the corporate officers.
Regarding Federal Law: The Internal Revenue Service is another government entity to which BioElectronics must operate in full compliance.
There are nearly countless governing bodies to which BIEL must comply. For example, the Department of Labor enforces the following laws, including but not limited to FLSA, FICA, FUTA, Civil Rights Act, ADEA, ADA, FPRWORA, Immigration Reform, and Control Act, FMLA, USERRA, ACA and Executive Orders. Again, these are just some of the employment related laws.
Yes, it was petty cash that gave KW the convertible option for 21,893,546,573. She invested a "one-time, nominal, undocumented" amount of cash and "never put any additional capital at risk".
Solution: Do right by shareholders and accept a reasonable ROI on your nominal investment. Unwind the self-dealing tens of billions of shares
LOL to "Post of the Weekend Award"
HE DIDN'T FINISH THE PARAGRAPH. HE OMITTED "shares to be issued on the conversion of these IBEX notes has increased to 21,893,546,573"
The full text is as follows and can be found at this link.
Comparing BIEL to Berkshire Hathaway is a ridiculous and inane exercise.
BIEL is a risky penny stock, operated outside of lawful compliance. Insider dealings robbed non-insiders of investment. I don't recall Warren Buffet ever being fined by the SEC for self-dealing.
Longsuffering BIEL shareholders deserve their full ROI, they deserve that their lawful rights as the 98% owners of BIEL be honored, they deserve that BIEL, the company that they own, be operated by a highly ethical leader, unscathed by SEC investigations, suits and settlements.
YOU DIDN'T FINISH THE PARAGRAPH. YOU OMITTED "shares to be issued on the conversion of these IBEX notes has increased to 21,893,546,573"
The full text is as follows and can be found at this link.
.......and Apple would lose market cap because
Apple would be removed from NASDAQ
Institutional Investors would liquidate as they avoid investing in companies with crazy share-structure and penny stocks.
Millions of non-institutional investors would liquidate because they don't want to invest in penny stocks.
YOUR INVESTMENT RISK DUE TO DILUTION: HERE'S THE TRUTH.
21,971,376,573 Guaranteed to IBEX Promissory Convertible Notes (Kelly Whelan, Self Appointed CEO, President, Treasure,CFD, Board Member)
21,629,634,578 Guaranteed to Other Related Party Loans: (COB Dr. Staelin, Patricia Whelan, etc.)
43,601,011,151 TOTAL SHARES CONVERTIBLE BY RELATED PARTY NOTEHOLDERS
From BIEL's most recent Filing, found here
If that's true, why won't KW and PW return their ill-gotten gains? The ill-gotten convertible promissory notes which will give them 2/3rds of BIEL.