Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
You don’t have to wait! Eat Just is a holding of the publicly traded Canadian co Eat Beyond (CSE: EATS) (OTCPK: EATBF)
Well, if you assume 31,765,493 shares outstanding at around $10/share then it’s a market cap of $317M. Still just millions though, not billions...
Yes, this is typical, my point being the float and the market cap aren’t as low as some think. Definitely still small though.
You’re not including the additional shares issued to prior owners as consideration for the business combination (they’re not giving away their ownership interest for free):
“The ownership percentages set forth above are based on a closing date of July 15, 2020 and 31,765,493 shares of Holdings Common Stock assuming no redemption and 29,329,700 shares of Holdings Common Stock assuming maximum redemption based on funds in the Trust Account of approximately $31.06 million on May 15, 2020”
I get that immediately pre-merger there were 5,998,444 shares outstanding (2,873,444 public + 3,125,000 founder), but with 31,765,493 shares now outstanding after closing how can anyone be certain that prior owners and founders won’t cash out by selling some of those newly-issued shares into the public float?
How many shares are in the public float?
The additional shares are issued in the transaction as part of the consideration paid for the business (or, in this case, business plan) being acquired. Targets don’t give away their ownership to SPACs for free.
It’s in the proxy statement
“The ownership percentages set forth above are based on a closing date of July 15, 2020 and 31,765,493 shares of Holdings Common Stock assuming no redemption and 29,329,700 shares of Holdings Common Stock assuming maximum redemption based on funds in the Trust Account of approximately $31.06 million on May 15, 2020”
Today public shareholders own 49% of 6.3M shares outstanding. Immediately following the merger we will own 13% of 31.8M shares outstanding. Company assets consist primarily of a single stadium that currently is not allowed to be used due to the pandemic; everything else (the entire rest of HOFV including all attractions, hotels, retail) isn’t built yet and hasn’t even received permits. The company operates at a loss ($0 revenue) but pending construction is projected to generate $150M revenue in 2025, which is now subject to covid-related delays.
The appeal here is wholly in the promises of an attractive collection of intentions from a set of heavy-hitting partners, so paying your money in now identifies longs as high risk / high reward types and identifies flippers as bigger fool (buy the hype) types. Both are good and can make money, just know which one you are and trade accordingly. Personally, I like the hype + fantasy football wildcard and of course warrants are the way to go, but it’s a fast and dangerous game in every case here.
Yeah, that was actually a fingers-crossed emo that iHub couldn’t display. I’ll double and triple up if this gets under $2.50
It’s a bad habit to get into on such a frequent basis though, no matter what the market. I don’t think the co will get another pass after this one.
Offering is for 2.5M shares after DGLY already traded over 6.8M in today’s PM alone. Offering also is for $5M after pulling prior prospectus for $6.9M and price of $2.15 is support from last week. I think we’re all still good.
I’ll start with the obvious in hopes of getting others to jump in with better
DGLY
CETX
AAXN
UAVS
VISL
CREX
FLIR
SSTI
WRTC
Volume has been low on this already small-float stock; anyone wanting to get out has accepted a depressed price to do so. Need news or publicity to move back up.
While there’s no doubt that anyone who owns HOPS on February 28 will receive the cash dividend (2/28 because the .34c is more than 25% of the stock value), it seems the market, including current shareholders, doubt the worth or liquidity of shares following the payout.
They can control their cash flow, just have to find the right mix or convince deep pockets to carry them through to breakeven. But failing all the way to bk is unlikely imho.
No real debt, so hard to go bk anyway
$NAK difference of opinion over at the stockhouse boards
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138067889
They absolutely are reimbursing the theaters. They don't have any agreements in place with exhibitors.
Pharaoh-1, what you're really looking for is the Note Purchase Agreement dated March 27, 2017, between Crypto and Rimrock that is referenced in Note 6 to Croe's most recent 10Q. I agree that Crypto owners are not going to just give away their equity to current RMRK shareholders. Any value Crypto adds to the RMRK shell will be captured by Crypto through dilution of RMRK, which is why CRCW isn't trading. If you find the purchase agreement please let me know.
https://www.sec.gov/Archives/edgar/data/1688126/000149315217009710/form10-qa.htm
I'm not saying people can't go legit, I'm just saying that down here beneath the trips you need to know the guys you're throwing in with.
Milo1, here you go:
https://brokercheck.finra.org/individual/summary/2482252
Investophile, you can't make this stuff up!
Meet Mr. Poutre, CEO of The Crypto Company and Ladyface Capital, and sole member of MP2 Ventures:
https://files.brokercheck.finra.org/individual/individual_2482252.pdf
To be fair, I am willing to weigh the most recent 7 years more heavily than the prior 12 but DAMN that's a long rap sheet!
The CFTC is not regulated by the SEC or anyone else. Both are independent federal agencies governed by the laws that created them and the commissioners appointed by the president and confirmed by the Senate to oversee them. The SEC regulates securities markets while the CFTC regulates futures and options markets.
Also from the court documents: "Section 7.05 Cancellation of Existing Securities and Agreements. Except for the purpose of evidencing a right to distribution under the Plan and except as otherwise set forth in the Plan, on the Effective Date, all notes, stock, agreements, instruments, certificates, and other documents evidencing any Claim against or Interest in the Debtors shall be cancelled and the obligations of the Debtors thereunder or in any way related thereto shall be fully released." http://docket_pdfs.gcg.net/IRG/17-33550/307_33550.pdf
This is the plan that the court accepted. No matter who wins the auction, there will not be enough equity for current shareholders to receive any return on their investment since the outstanding debt is multiples higher than the highest bid. Don't treat this as anything more than a greater fool trade.
This is walking such a fine line though! Maybe a more charitable explanation of today's dump (massive sells into strong demand) following the weekend's high-profile retail pump (starting one minute after market close on Friday) is that a necessary funding is underway, which still would call into question the public statements made by insiders who by all accounts would never engage in unethical behavior.
I don't believe the carried UHLN losses are from operations (so no NOLs), but if there are NOLs there will be change-of-control conditions that would have to be met to preserve the NOLs. Maybe these sells and the effort to pump up the share price to absorb them are part of a misguided effort to do that.
But in a subpenny issue this type of public engagement and trading is almost always an attempt to fleece retail, who almost always believes their play is the exception, which is exactly why P&Ds almost always are so successful. Of course, exceptions do exist, so on which side of an increasingly fine line do the known facts suggest UNLH falls?
I thought someone was going to ask what brought Roger and Ben together? Was Roger a Snakes customer who saw its potential and asked to meet with the owner? Or was Ben thinking of going public to finance his big ideas so he went looking for a reporting microcap located in his own backyard? It seems like there must be an interesting story there.
Well, waiting for the audited financials to learn the terms of the Snakes acquisition and the costs behind all this great activity. An additional 29M shares were issued so they are utilizing various means. Those are the only obvious negatives I can think of.
When is the last time you spent thousands of dollars on something without knowing what you were getting?
Agreed, but no matter how the share structure is altered the share price will be affected to reflect the existing UHLN shareholders' ownership. Charlie Graingers/Emerging Franchises aren't going to just give away their equity. That a $48M market cap is way too high for Charlie Grangers with the current store count is the point to be considered.
Yes, the 5% is a (maybe generous) WAG of the value for the UHLN contribution of its debt-carrying, tax-suspended, reporting-delinquent, pinksheet listing to the new enterprise. The listing could even be a shell now that was sold for a fixed price, so no participation for existing shareholders at all, just a distribution, but that's doubtful.
The early disclosure of the merger discussions may have impacted the planned ratio because UHLN shareholders should have a vote on the merger. However, last year there were significant UHLN preferred shares and debentures held by insiders that maybe were convertible into enough common to give insiders a majority vote, and therefore allow them to guarantee delivery of the listing on their own terms.
Current shareholders could be reduced to 5% ownership by any means of amending the share structure. For example, the 5,000 shares of Series B Preferred that were outstanding as of last summer were by themselves convertible back into 20M common shares, and the 3,381,520 outstanding Series A were convertible into an additional 33,815,200 common, so that's 53.8M votes right there, or 17% of the current outstanding if already fully converted, all before any convertible debentures that also may be outstanding.
Need to update for 315,661,186 shares outstanding.
Need to multiply by .05 to approximate current shareholders' portion of the company following dilution from the merger (assuming UHLN retains 5% ownership of the surviving entity. Could be more, could be less).
Charlie Grangers' single comment -- through social media on its Facebook page, not offered in any official channel -- did refer to "the" sale transaction and not "a" sale transaction, but even that post from July 11 @12:01PM seems to be gone now.
Post 14900: "knowledgeable individuals apparently are not purchasing stock."
Post 14912: "I know that no insiders or large holders like 10% owner Union Capital are buying or selling UHLN because there have been no SEC filings and trading on insider information would be illegal prior to the public release of the pertinent details."
Where's the confusion?
UHLN put out a presser that Greg George echoed on his Rising Phoenix Facebook page but Charlie Graingers still has neither confirmed nor denied the news. The company's only comment was to refer all questions back to originator UHLN; the Facebook post has been taken down, and the only follow-up by anyone has been a tame attempt to confirm the legitimacy of the news while remaining within the law and not sinking the deal by linking a new but quiet twitter account to the also-new US HighlandS website (the official US Highland site is inactive and apparently inaccessible
You're right, no bk for either and in fact a turnaround at UFood following an impressive stint at Red Mango for Sal. My bad based on the ethical disclosure in the FDD.
I know that no insiders or large holders like 10% owner Union Capital are buying or selling UHLN because there have been no SEC filings and trading on insider information would be illegal prior to the public release of the pertinent details. This trading restriction would extend to franchisees as well if they became privy to sensitive information in their capacity as owners prior to the consummation of any material transaction.
Definitely flying blind here. Ever since this potential deal was prematurely publicly discussed, all parties have been on thin ice as they attempt to walk that back while at the same time trying to save the arrangement without getting suspended. A less charitable interpretation would be that the selective disclosure was an intentional act to begin fleecing retail speculators ahead of going public in order to finance multiple franchising opportunities. In either case the devil is in the details and at this point the details aren't even set yet, so there remains sufficient risk here commensurate with a sub-penny stock.
Just because there may be no reverse split doesn't mean there won't be significant dilution. The owners of Charlie Graingers/Emerging Franchises aren't going to give all their equity away to UHLN shareholders. More sophisticated traders are waiting to learn the terms of the merger, especially the price at which the former UHLN board relinquished control of their debt-carrying, tax-suspended, reporting-delinquent, pinksheet listing.
The current share structure of a 296,012,513 float with 315,661,186 outstanding and 500,000,000 authorized gives UHLN a current market cap of $2.4M. That does seem low for the whole supposed company but there are still over 184M more common and additional preferred classes of shares available to be issued, not to mention nothing preventing increases in any of those amounts. If current shareholders only end up with a 2%-5% stake after dilution, the current valuation of the new public company jumps to $48-$120M. Compare that to the $20M market cap of RAVE, a loosely similar QSR with roughly 310 mostly-franchised stores, each averaging approximately $575,000 in annual sales. By that measure UHLN looks overvalued.
As noted, knowledgeable individuals apparently are not purchasing stock. Although the share-price has more than doubled since taking off one month ago, the surge in volume should have pushed it much higher. The heavy selling into demand suggests a backdoor funding is underway, though again a less charitable interpretation would see a pump and dump.
New UHLN President and CEO Everett M. Dickson -- and his sponsor Union Capital LLC -- seem to be waiting on the sidelines as well. Both are pretty shady with records of such toxic financing and failed companies. In fact, Sal Rincione and Greg George also have left bankruptcies in their past, including very recently, but that can be expected from serial entrepreneurs and should be taken in context with their successes.
While only four years old so without any real track record to speak of, the Charlie Graingers concept does seem to be successful. If the franchising plan comes anywhere close to opening two new stores per month for the foreseeable future, UHLN could continue to be a nice steady growth story for many years to come. All in all, though, at this point I see exactly what one would expect in a $0.00757 stock.
Need a catalyst even if only a pump.