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Someone's trying to lower the ask, don't fall for it. TRON looking strong.
Yes, let's hope so!
DroopyEyes POST #10313
wow RS? that cant be good imo
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124789809
------------------
The Reverse Split is a "Capital Restructuring" for the Merger/APO (Alternate Public offering) due for completion 3rd Quarter 2016 with iMedscan, who has agreements with Acuant Corporation and Change Healthcare as per TRON's latest Press Release.
Here's the description explaning why a R/S was decided for the Merger/APO:
"The primary advantage of a reverse merger is that it can be completed very quickly. As long as the private entity has its “ducks in a row,” a reverse merger can be completed as quickly as the attorneys can complete the paperwork. Having your “ducks in a row” includes having completed audited financial statements for the prior two fiscal years and quarters up to date (or from inception if the company is less than two years old), and having the information that will be necessary to file with the SEC readily available. The SEC requires that a public company file Form 10 type information on the private entity within four days of completing the reverse merger transaction (a super 8-K). Upon completion of the reverse merger transaction and filing of the Form 10 information, the once private company is now public. The reverse merger transaction itself is not a capital-raising transaction, and accordingly, most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger, but it is certainly not required. In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger, but again, it is not required."
Here's the link with regards to the description:
http://www.reverse-merger.com/tag/rule-15c2-11/
TRON's Press Release:
http://www.otcmarkets.com/stock/TRON/news
I highly recommend you review POST #10302. It explains a few things along with why TRON is doing a Reverse Split, or a "Capital restructuring", among other things:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124782086
Here's a link that provides additional Due Diligence.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124785392
Hope this helps.
TRON: ALL SUPPLEMENTAL & RELATED DD LINKS
This is a post containing links to all of TRON's related Due Diligence that I have researched and created. Please take the time to review if you are a current Investor, interested or have any questions with regards to TRON, TRON's Merger/APO, TRON's Press Release, TRON's Reverse Split, etc.
DISCLAIMER: Some of the information is of my opinion and interpretation. If you have any questions feel free to ask myself or other members of TRON's board. Please conduct your own Due Diligence.
1.) TRON MERGER DD POST #9538
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124665543
2.) INVESTOR'S: SUPPLEMENTAL DD ON TRON MERGER & APO POST #10113
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124728955
3.) TRON: 15C2-11, R/S AND APO SUPPLEMENTAL DD POST #10302
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124782086
TRON: 15C2-11, R/S AND APO SUPPLEMENTAL DD
***Re-posted for Investor Awareness***
There have been questions on this board as to why TRON elected to file a 15c2-11, PIPE investing and TRON's pending Reverse Split. This post was created to help clear the "fog" and provide more insight.
OTC Markets provides a short description of what 15c2-11 is. A link will be posted below, follow by the description.
http://www.otcmarkets.com/services/otc-link-ats/faq
"What is Rule 15c2-11?
Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, the rule applies to a broker-dealer's initiation or resumption of quotations for such securities in any inter-dealer quotation system, including OTC Pink. Pursuant to the Rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security..."
The purpose of Rule 15c2-11 is to “prevent fraudulent, deceptive, or manipulative acts or practices” among publishers in their publication of quotations of securities. A link to this description and more information is below:
http://www.bradshawlawgroup.com/rule-15c2-11-and-interdealer-quotation-systems-filing-form-211/
Here is a link to TRON's 15c2-11 disclosure:
http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205
Cornell University Law school's website provides more insight to Rule 15c2-11 as well. Link is provided below:
https://www.law.cornell.edu/cfr/text/17/240.15c2-11
An APO (Alternate Public Offering) is also known as a "Reverse Merger". A simple search online will provide it's definition. Here is the description of an APO in case it's not known:
"An alternative public offering (APO) is the combination of a reverse merger with a simultaneous private investment of public equity (PIPE). It allows companies an alternative to an initial public offering (IPO) as a means of going public while raising capital."
The link below provides information on the merger process under paragraph "What is a reverse merger? What is the process?":
http://www.reverse-merger.com/tag/rule-15c2-11/
I posted some specific's below from the link above to highlight their importance:
"A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public. A “reverse merger” allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company....."
"The primary advantage of a reverse merger is that it can be completed very quickly. As long as the private entity has its “ducks in a row,” a reverse merger can be completed as quickly as the attorneys can complete the paperwork. Having your “ducks in a row” includes having completed audited financial statements for the prior two fiscal years and quarters up to date (or from inception if the company is less than two years old), and having the information that will be necessary to file with the SEC readily available. The SEC requires that a public company file Form 10 type information on the private entity within four days of completing the reverse merger transaction (a super 8-K). Upon completion of the reverse merger transaction and filing of the Form 10 information, the once private company is now public. The reverse merger transaction itself is not a capital-raising transaction, and accordingly, most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger, but it is certainly not required. In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger, but again, it is not required."
So three things:
1.) TRON is required to file a FORM 10 within 4 days of completing the merger, thus allowing PIPE investors to sell stock AFTER the Evergreen Rule is satisfied (must wait 12 months once sec compliant).
2.) It states "...most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger..."
This should dis-spell questions on why PIPE investors would want to invest in TRON.
3.) It SPECIFICALLY states: "In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger..."
The Reverse Split IS IN FACT a CAPITAL RESTRUCTURING for the Merger/APO. This is why TRON is conducting a Reverse Split. This should hopefully answer questions regarding this fact.
"There are several disadvantages of a reverse merger. The primary disadvantage is the restriction on the use of Rule 144 where the public company is or ever has been a shell company."
Definition of Rule 144
1.) Rule 144
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met.
Taken from the SEC website.
https://www.sec.gov/investor/pubs/rule144.htm
Continuing from the previous paragraph:
"Rule 144 is unavailable for the use by shareholders of any company that is or was at any time previously a shell company unless certain conditions are met. In order to use Rule 144, a company must have ceased to be a shell company; be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the Issuer filed “Form 10 information” with the SEC."
Assuming all files, reports and related materials are submitted, once TRON files a FORM 10 (required 4 days after completion of the Merger/APO) PIPE investor's can sell securities once 12 month's have elapsed (Evergreen Rule). We can always "speculate" that TRON won't file properly, but we can always speculate that they will. Remember, there are two sides of a coin to everything.
Here's the definition of the Evergreen Rule:
The Evergreen Rule
Rule 144(i), as amended, states that Rule 144 is not available for the resale of securities initially issued by a former shell company unless the following two requirements are met:
a. One (1) year has passed since the Issuer filed current “Form 10 information.” What is Form 10 information? It is the information that would be required if the Issuer were filing a general form for registration of securities on Form 10 under the Securities Exchange Act of 1934, or under an S-1, which reflects its status as an entity which is no longer a “shell”; and
b. The Issuer is current on all reports required to be filed with the SEC during the One (1) Year before the shareholder elects to sell shares.
A website that has the definition is below.
http://otclawyers.com/what-is-the-evergreen-rule-under-rule-144/
In Conclusion, and in my opinion:
1.) TRON filed a Rule 15c2-11 for a reason.
2.) The Reverse Split in TRON's 15c2-11 disclosure is for a VALID reason.
3.) PIPE Investor's can complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger. There can and IS a valid reason why PIPE investor's would be interested in TRON.
4.) A Form 10 IS required by the SEC within 4 days after the Merger/APO is complete. After 12 months (Evergreen Rule), securities CAN BE SOLD.
TRON: 15C2-11, R/S AND APO SUPPLEMENTAL DD
There have been questions on this board as to why TRON elected to file a 15c2-11, PIPE investing and TRON's pending Reverse Split. This post was created to help clear the "fog" and provide more insight.
OTC Markets provides a short description of what 15c2-11 is. A link will be posted below, follow by the description.
http://www.otcmarkets.com/services/otc-link-ats/faq
"What is Rule 15c2-11?
Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, the rule applies to a broker-dealer's initiation or resumption of quotations for such securities in any inter-dealer quotation system, including OTC Pink. Pursuant to the Rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security..."
The purpose of Rule 15c2-11 is to “prevent fraudulent, deceptive, or manipulative acts or practices” among publishers in their publication of quotations of securities. A link to this description and more information is below:
http://www.bradshawlawgroup.com/rule-15c2-11-and-interdealer-quotation-systems-filing-form-211/
Here is a link to TRON's 15c2-11 disclosure:
http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205
Cornell University Law school's website provides more insight to Rule 15c2-11 as well. Link is provided below:
https://www.law.cornell.edu/cfr/text/17/240.15c2-11
An APO (Alternate Public Offering) is also known as a "Reverse Merger". A simple search online will provide it's definition. Here is the description of an APO in case it's not known:
"An alternative public offering (APO) is the combination of a reverse merger with a simultaneous private investment of public equity (PIPE). It allows companies an alternative to an initial public offering (IPO) as a means of going public while raising capital."
The link below provides information on the merger process under paragraph "What is a reverse merger? What is the process?":
http://www.reverse-merger.com/tag/rule-15c2-11/
I posted some specific's below from the link above to highlight their importance:
"A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public. A “reverse merger” allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company....."
"The primary advantage of a reverse merger is that it can be completed very quickly. As long as the private entity has its “ducks in a row,” a reverse merger can be completed as quickly as the attorneys can complete the paperwork. Having your “ducks in a row” includes having completed audited financial statements for the prior two fiscal years and quarters up to date (or from inception if the company is less than two years old), and having the information that will be necessary to file with the SEC readily available. The SEC requires that a public company file Form 10 type information on the private entity within four days of completing the reverse merger transaction (a super 8-K). Upon completion of the reverse merger transaction and filing of the Form 10 information, the once private company is now public. The reverse merger transaction itself is not a capital-raising transaction, and accordingly, most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger, but it is certainly not required. In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger, but again, it is not required."
So three things:
1.) TRON is required to file a FORM 10 within 4 days of completing the merger, thus allowing PIPE investors to sell stock AFTER the Evergreen Rule is satisfied (must wait 12 months once sec compliant).
2.) It states "...most private entities complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger..."
This should dis-spell questions on why PIPE investors would want to invest in TRON.
3.) It SPECIFICALLY states: "In addition, many Companies engage in capital restructuring (such as a reverse split) and a name change either prior to or immediately following a reverse merger..."
The Reverse Split IS IN FACT a CAPITAL RESTRUCTURING for the Merger/APO. This is why TRON is conducting a Reverse Split. This should hopefully answer questions regarding this fact.
"There are several disadvantages of a reverse merger. The primary disadvantage is the restriction on the use of Rule 144 where the public company is or ever has been a shell company."
Definition of Rule 144
1.) Rule 144
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met.
Taken from the SEC website.
https://www.sec.gov/investor/pubs/rule144.htm
Continuing from the previous paragraph:
"Rule 144 is unavailable for the use by shareholders of any company that is or was at any time previously a shell company unless certain conditions are met. In order to use Rule 144, a company must have ceased to be a shell company; be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the Issuer filed “Form 10 information” with the SEC."
Assuming all files, reports and related materials are submitted, once TRON files a FORM 10 (required 4 days after completion of the Merger/APO) PIPE investor's can sell securities once 12 month's have elapsed (Evergreen Rule). We can always "speculate" that TRON won't file properly, but we can always speculate that they will. Remember, there are two sides of a coin to everything.
Here's the definition of the Evergreen Rule:
The Evergreen Rule
Rule 144(i), as amended, states that Rule 144 is not available for the resale of securities initially issued by a former shell company unless the following two requirements are met:
a. One (1) year has passed since the Issuer filed current “Form 10 information.” What is Form 10 information? It is the information that would be required if the Issuer were filing a general form for registration of securities on Form 10 under the Securities Exchange Act of 1934, or under an S-1, which reflects its status as an entity which is no longer a “shell”; and
b. The Issuer is current on all reports required to be filed with the SEC during the One (1) Year before the shareholder elects to sell shares.
A website that has the definition is below.
http://otclawyers.com/what-is-the-evergreen-rule-under-rule-144/
In Conclusion, and in my opinion:
1.) TRON filed a Rule 15c2-11 for a reason.
2.) The Reverse Split in TRON's 15c2-11 disclosure is for a VALID reason.
3.) PIPE Investor's can complete a capital-raising transaction (such as a PIPE) simultaneously with or immediately following the reverse merger. There can and IS a valid reason why PIPE investor's would be interested in TRON.
4.) A Form 10 IS required by the SEC within 4 days after the Merger/APO is complete. After 12 months (Evergreen Rule), securities CAN BE SOLD.
What is the current O/S?
I optimistic, but with the A/S at 10 Billion, it will be tough to hit pennies. Unless Dave buys some of the shares.
Guys,
I sold 250k to take extra funds (yes I know, roughly $18) and use it elsewhere.
It's not a conspiracy theory. I'm still in on this.
Janice Shell, Malc Stone
Malc Stone POST #10287
Then why hijack the shell?
They could have filed a fresh and clean Form 10 or S-1 and then be able to sell six months after being deemed effective providing they stay current in reporting obligations.
That is what a legitimate start up would have done.
TRON is a trap. When you see shenanigans like this red buzzers and bells should be going off.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124775944
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Janice Shell POST #10288
Yes, that's what doesn't make sense. If they have to register with the SEC to begin with, why not forget about buying a custodianship shell and simply file a Form 10 or an S-1? If they actually have private investors interested in buying, they could sell them stock now, and register it in an S-1 offering.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124775998
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That's where the speculation come's in. They could have filed in the first place, but because they did not does not mean they are not a legitimate start-up. It does bring up questions as Malc said. Those questions will be answered one way or another.
If the private investors still choose to invest knowing that TRON still needs to file, then that's their decision. Yes, it would have been easier to file first so they can sell now, but they chose a different route.
We will have to see once the 3rd quarter ends.
They will need to wait for TRON to File a Form 10 or an S-1, and wait until the Evergreen rule is satisfied, which is 12 months after they file.
Then they can sell legally.
Good close for the day.
Let's hope that time is soon!
Just and inch away from 4's. Let's see if we can pull it off before closing.
DROOPYEYES POST #10257
so when is the Reverse Split happening??
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124765115
--------------------
Upon the completion of the Merger and APO with iMedscan, during 3rd quarter 2016. FYI, iMedscan has agreements with Acuant Corporation and Change Healthcare as stated in their recent press release.
All applicable information can be found via these 4 links below.
1.) TRON's latest Press Release:
http://www.otcmarkets.com/stock/TRON/news
2.) POST #9538: "TRON MERGER DD"
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124665543
3.) STICKY POST #10113: INVESTOR'S: SUPPLEMENTAL DD ON TRON MERGER & APO
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124728955
4.) TRON's 15c2-11 DISCLOSURE:
http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205
Then we shall see. All we can do is speculate and wait for the end of the 3rd quarter.
Hope is not a viable investment strategy, but Hope is still there, as with a lot of things.
I am confident with my decision with TRON.
Malc Stone POST #10238
Indeed.
So what was the point of hijacking the shell and filing Form 15 if indeed iMedScan is a legitimate private company looking to go public?
They have to file a Form 10 or S-1 anyway so why not just start fresh and unencumbered?
That is of course, assuming the banter about PIPE financing is true....
For TRON to now draw investment of any kind, even convertible toxic debt financing, they have to get current again.
A much more arduous task after filing Form 15 than just starting fresh.
Questions will be asked. A lot of questions. Same ones I pose here.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124758660
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Malc, I don't know if "hijacking" is the case, but I do agree that it would have been easier to start fresh.
I don't know why TRON filed a Form 15. I can only make assumptions from recent filings, PR's and the knowledge/opinion's I have. Maybe they filed a Form 15 for a reason. Us as Investor's won't know why or for what reason, so all we can do is speculate.
Let's just hope that it WAS for a valid reason, and that the Merger/APO process proceeds unhampered.
TRON put out a PR in regards to an APO involving an Merger with iMedscan, and agreement's with Acuant and Change Healthcare. I will assume that they are telling the truth about PIPE financing until TRON proves me wrong.
Just in my opinion, from what I gather, TRON will surprise us in a good way. If they don't, then it will be a lessons learned and we will have to put our money where our mouth is and move on.
I don't think that will be the case though.
I too hope that these questions are asked so us as Investor's are better informed.
There are two side's of a coin, and I choose the side of giving TRON/iMedscan the benefit of the doubt.
Estimating .0040's today Smitter. Let's hope I'm right or pleasantly suprised with .0050's!
Malc Stone POST #10214
There is not any lower class of the OTC market, unless you quit reporting on the OTC infomercial site.
The QX and QB are the higher tiers of the OTC market, they at least require a company is SEC reporting, which TRON no longer is.
As per the Evergreen Rule, being as TRON was a SEC reporting shell company that is no longer reporting (once a SEC registrant) they do not have Rule 144 available for persons to be able to legally sell PIPE shares, or convertible debt shares, or any restricted shares into the market.
That would require TRON to become SEC compliant again, which is even a more tedious process since they filed Form 15 recently to go to dark SEC filer status legally.
Now they need a brand new Form 10 or S-1 filed with, and approved by, the SEC to garner new investment of any kind if any investor has a lick of common sense and knowledge of the true stock market. Not the perceptions presented in the message board market, which are most often erroneous if not downright deceptive.
The process to become fully reporting again is more difficult once a company files to go dark. The SEC is going to have a lot of questions.
No PIPE investor with a lick of sense would invest in an ex SEC filer shell subject to the Evergreen Rule, which TRON clearly is.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124753043
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For investor's who don't know what Rule 144 is:
Rule 144
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met."
https://www.sec.gov/investor/pubs/rule144.htm
The Evergreen Rule states that Rule 144 is not available for the resale of securities initially issued by a former shell, unless they file a Form 10 or S-1 and wait 12 months afterwards.
PIPE shares CAN be sold legally. They only need to wait 12 months after TRON files a Form 10/S-1.
This is only a disadvantage in regards to the Merger/APO process. The Merger and APO can still be completed.
Perhaps TRON/iMedscan will file a Form 10 or S-1 after the Merger and APO is complete. When they will, we don't know. PIPE investors should be aware they filed a Form 15, and will have to be cognizant of the fact that if TRON does indeed file a Form 10/S-1, they will have to wait until the Evergreen rule has been satisfied.
What I am about to state is speculation, as with all post's on this board. Take this with a grain of salt. I can only make my assumptions based off of TRON's recent filings, PR's and opinion's.
I would assume iMedscan and TRON was aware that TRON would submit a Form 15, since TRON's Merger/APO agreement was made in March, and Form 15 was submitted on June 29th. The fact that TRON submitted a Press Release on AUG 19th involving Acuant Corporation and Change Healthcare further substantiates that TRON's Form 15 is/was known. If the Merger and APO is in fact completed by the end of the 3rd quarter, then PIPE investors have known about Form 15, and is aware that they need to wait for Form 10/S-1, Evergreen Rule, etc.
Sandtrap246 POST #10224
FYI friend if Janice is here it's a good bet this is a scam
:)))
GL
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124755193
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This board is meant for all positives, negatives and neutral view points of TRON, along with healthy discussion and debates with regards to TRON.
To state that there is a presence of specific Ihub members does not constitute a particular security a scam.
All we can do as investor's is review all applicable documents and Press Releases submitted by TRON and make your own determination. It is not wise to have opinions of others sway your decision on whether to buy or sell a particular security.
Please keep that in mind.
Let's hope TRON doesn't fall victim to this.
Awsome, yes it is! Expecting a steady trend upwards these next few weeks!
Thanks South!
I also recommend reviewing POST #10138. I think it provides great additional info with regards to TRON's Merger and APO.
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POST #10171 Janice Shell
If this is the case, why make plans to Merge and complete an APO?
In the hope of running the stock. They may also be hoping the regulators won't notice. And that happens. But technically, unless TRON becomes an SEC registrant once again, Rule 144 will NEVER be available to holders of restricted stock.
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"In hopes to running the stock. They may also be hoping the regulators won't notice".
Three thing's Janice.
1.) Have you been in contact with TRON or iMedscan? Have they told you this? This is based on opinion and opinion alone.
2.) Not all "PINK" stocks have malicious intent. You are assuming this only because it's a PINK, as you stated in your previous post's.
3.) How would the Regulators NOT find out when TRON issued a PUBLIC Press Release, INVOLVING two large Corporations such as Acuant and Change Healthcare?
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POST #10168 Janice Shell
The Evergreen rule does apply's to TRON.
And there you have it. Unless TRON becomes an SEC registrant once again, and then waits a year after its registration statement becomes effective, Rule 144 will not be available to holders of restricted stock wishing to sell it.
NO ONE is interested in buying restricted stock in a private placement that he'll never be able to sell.
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Well, why not? I'm sure you can't account for everyone. If this is the case, why make plans to Merge and complete an APO? Why enter into an agreement with a corporation such as Acuant? Or finalize a test program with Change Healthcare?
Investor's may be hesitant in buying restricted stock, but they will EVENTUALLY BE ABLE TO SELL. Not never, that's incorrect.
The Evergreen Rule applies to TRON yes, but as I stated it's part of the DISADVANTAGE that comes with completing a Merger/APO with a shell company. Investor's will have to decide if they want to invest knowing that.
In all honesty, I can't defend H Wayne because I also personally do not know him. As of right now, we are two sides of a coin on the matter. We will have to see and "hope" he is a decent human being and doesn't become a repeat offender. He's either been clean for 16 years, or not caught. Like a said though, two sides of a coin.
Read up on the Evergreen rule. I will conduct some more reading on the matter but this is what I figured so far:
1.) Rule 144
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met.
The information I received is from the SEC website.
https://www.sec.gov/investor/pubs/rule144.htm
2.) The Evergreen Rule
Rule 144(i), as amended, states that Rule 144 is not available for the resale of securities initially issued by a former shell company unless the following two requirements are met:
a. One (1) year has passed since the Issuer filed current “Form 10 information.” What is Form 10 information? It is the information that would be required if the Issuer were filing a general form for registration of securities on Form 10 under the Securities Exchange Act of 1934, or under an S-1, which reflects its status as an entity which is no longer a “shell”; and
b. The Issuer is current on all reports required to be filed with the SEC during the One (1) Year before the shareholder elects to sell shares.
There are several websites that provide a description of the rule. One of the websites I took the definition is linked below.
http://otclawyers.com/what-is-the-evergreen-rule-under-rule-144/
The Evergreen rule does apply's to TRON. Even so, this is only a disadvantage in regards to the Merger/APO process. The Merger and APO can still be completed.
So yes, financing can and may be hard to come by especially in the case for a shell company. From the Press Release and progress made so far, it seems they have plans for that. I don't know why they would issue a PR about a Merger and APO if they did not. IMO it won't be an issue. Regardless, we will all find out by the end of the third quarter.
INVESTOR'S: SUPPLEMENTAL DD ON TRON MERGER & APO
*REPOSTED FOR NEW, POTENTIAL AND CURRENT INVESTOR AWARENESS*
The purpose of this is to combine post's #9982 and #9886. This post is intended to help provide additional supplemental DD to TRON's main Due Diligence MERGER/APO post sticky #9538.
Supplemental DD #1
Please review sticky post #9538. With the help of everyone on this board, it contains a consolidated review, supplemental information and DD on TRON's recent MERGER Press Release and APO with iMed.
TRON is in the process of completing an APO (Alternate Public Offer) which is similar to an IPO, except faster, easier and with private backing.
Links to what an APO is along with examples are contained within sticky post #9538. Other members have also provided details, examples and explanations with their individual post's.
I Highly encourage any new investor's that are interested in TRON to take a look. Also, please review TRON's latest DISCLOSURE, 15c2-11 as well.
http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205
THERE IS a reverse split announced within the 15c2-11 disclosure. As investor's on this board explained, IT'S A RECAPITALIZATION OF THE COMPANY'S STOCK FOR THE COMPLETION OF THE APO and MERGER. I do not recommend reviewing the term "REVERSE SPLIT" as an actual R/S or as a negative. TRON has announced ample information regarding it's merger and the road-map of TRON's future. HOKIEHEAD has made numerous post's explaining how the R/S is in fact a RECAPITALIZATION.
Again, sticky #9538 provides the Press Release and ample supplemental information regarding TRON's merger and APO.
Supplemental DD #2
This takes a closer look into TRON's latest Press Release. Please keep in mind that this is how I interpreted it.
"iMedican is a healthcare project development and management company holding a proprietary technology that provides for the instant verification of a patient’s medical insurance. “iMedcan’s proprietary technology will generate a twenty-five (25%) reduction in patient insurance rejections or denials from insurance payors,” Bostico said."
iMed holds some type of proprietary technology. Information from iMedscan's website (https://imedscan.com) and the PR shows that it's potentially a device that provides instant verification of patient's medical insurance. Here's more:
"In March, 2016, iMedScan entered into an agreement with Acuant Corporation of Los Angeles, California to employ its proprietary, hosted scanning solution on patient’s driver’s licenses and insurance cards."
I am assuming the agreement between Acuant and iMedscan is iMedscan allowing Acuant to utilize iMedscan's proprietary technology, scanning licenses and ID cards for the instant verification of patient's medical insurances.
"Most recently, in June, 2016, iMedScan finalized a test program with Change Healthcare, formerly Emdeon Corpoation, utilizing an electronic data interchange for verifying and validating patients’ health insurance. “We estimate a fifty (50%) percent net profit recapture from each medical office that adopts our technology,” Bostico noted. Currently, in addition to traditional medical offices, iMedScan is focusing on the further development and commercialization of kiosk devices hosting the company’s scanning solution."
"Kiosk devices hosting the company’s scanning solution." There it is again. iMedscan and Change Healthcare (formerly Emdeon, who was bought by Black Stone) finalized a test program, estimating a 50% net profit recapture from each medical office that adopts our (iMedscan's) technology. Change Healthcare will use iMedscan's proprietary technology to verify and validate patients health insurance.
Just an FYI, Change Healthcare is a HUGE corporation.
iMedscan's reason to create this technology is to eliminate healthcare claim rejections across the United States. Reducing claim rejections decreases company costs.
From conducting some Due Diligence on TRON, it looks as if ACUANT and Change Healthcare will be using iMedscan's proprietary technology with regards to healthcare.
Fabrizio Bosticco is the CEO of both iMedscan and TRON.
Supplemental DD #3
Here are links SMITTER found regarding Black Stone and Change Healthcare's history.
Black Stone Bought Emdeon for 3 Billion.
http://dealbook.nytimes.com/2011/08/04/blackstone-to-buy-emdeon-for-3-billion/?_r=0
Emedon bought Change Healthcare for 135 Million.
http://www.tennessean.com/story/money/2014/11/19/emdeon-buys-change-healthcare/19306989/
Emdeon to re-brand as Change Healthcare.
http://www.prnewswire.com/news-releases/emdeon-to-rebrand-as-change-healthcare-300137812.html
I emailed that analyst regarding the confusion. His name is James Peters, Email Address: james@smallcapexclusive.com.
This is the link to their contact page.
http://smallcapexclusive.com/our-team/
The email I sent is below.
----------
Mr. Peters,
I recently read your analysis on TORON INC.
I wanted to inform you that you may have mistakenly mixed up TORON INC and another company, TORON AMI Logo.
TORON INC released a Press Release Friday, AUG 19th providing a corporate update regarding a pending merger with iMedscan Corporation. A link of the press release is below for your review. I also attached the Press Release PDF for your leisure. Hopefully this helps.
www.otcmarkets.com/stock/TRON/news/Toron-Inc--to-Merge-With-Disruptive-Healthcare-Technology-Company?id=138858
Thank you for your vested time and analysis on TORON INC.
"Toron Inc (OTCMKTS:TRON) shares were up 66.67% to $0.00200 after the company announced that it decreased its stake in Suncor Energy Inc."
What? Wasn't the price increase from TRON releasing their Press Release?
Good stuff MVIR
When you say alerted, are you just referring to the fact that their future website show's "Technology and Finance", "Technology" being iMedscan and "Finance" being another potential merger? Was more information found somewhere else?
By all means, I hope this is the case. For right now though, it's just speculation.
INVESTOR'S: SUPPLEMENTAL DD ON TRON MERGER & APO
The purpose of this is to combine post's #9982 and #9886. This post is intended to help provide additional supplemental DD to TRON's main Due Diligence MERGER/APO post sticky #9538.
Supplemental DD #1
Please review sticky post #9538. With the help of everyone on this board, it contains a consolidated review, supplemental information and DD on TRON's recent MERGER Press Release and APO with iMed.
TRON is in the process of completing an APO (Alternate Public Offer) which is similar to an IPO, except faster, easier and with private backing.
Links to what an APO is along with examples are contained within sticky post #9538. Other members have also provided details, examples and explanations with their individual post's.
I Highly encourage any new investor's that are interested in TRON to take a look. Also, please review TRON's latest 15-C as well.
http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205
THERE IS a reverse split announced within the 15-C. As investor's on this board explained, IT'S A RECAPITALIZATION OF THE COMPANY'S STOCK FOR THE COMPLETION OF THE APO. I do not recommend reviewing the term "REVERSE SPLIT" as an actual R/S or as a negative. TRON has announced ample information regarding it's merger and the road-map of TRON's future. HOKIEHEAD has made numerous post's explaining how the R/S is in fact a RECAPITALIZATION.
Again, sticky #9538 provides the Press Release and ample supplemental information regarding TRON's merger and APO.
Supplemental DD #2
This takes a closer look into TRON's latest Press Release. Please keep in mind that this is how I interpreted it.
"iMedican is a healthcare project development and management company holding a proprietary technology that provides for the instant verification of a patient’s medical insurance. “iMedcan’s proprietary technology will generate a twenty-five (25%) reduction in patient insurance rejections or denials from insurance payors,” Bostico said."
iMed holds some type of proprietary technology. Information from iMedscan's website (https://imedscan.com) and the PR shows that it's potentially a device that provides instant verification of patient's medical insurance. Here's more:
"In March, 2016, iMedScan entered into an agreement with Acuant Corporation of Los Angeles, California to employ its proprietary, hosted scanning solution on patient’s driver’s licenses and insurance cards."
I am assuming the agreement between Acuant and iMedscan is iMedscan allowing Acuant to utilize iMedscan's proprietary technology, scanning licenses and ID cards for the instant verification of patient's medical insurances.
"Most recently, in June, 2016, iMedScan finalized a test program with Change Healthcare, formerly Emdeon Corpoation, utilizing an electronic data interchange for verifying and validating patients’ health insurance. “We estimate a fifty (50%) percent net profit recapture from each medical office that adopts our technology,” Bostico noted. Currently, in addition to traditional medical offices, iMedScan is focusing on the further development and commercialization of kiosk devices hosting the company’s scanning solution."
"Kiosk devices hosting the company’s scanning solution." There it is again. iMedscan and Change Healthcare (formerly Emdeon, who was bought by Black Stone) finalized a test program, estimating a 50% net profit recapture from each medical office that adopts our (iMedscan's) technology. Change Healthcare will use iMedscan's proprietary technology to verify and validate patients health insurance.
Just an FYI, Change Healthcare is a HUGE corporation.
iMedscan's reason to create this technology is to eliminate healthcare claim rejections across the United States. Reducing claim rejections decreases company costs.
From conducting some Due Diligence on TRON, it looks as if ACUANT and Change Healthcare will be using iMedscan's proprietary technology with regards to healthcare.
Fabrizio Bosticco is the CEO of both iMedscan and TRON.
Supplemental DD #3
Here are links SMITTER found regarding Black Stone and Change Healthcare's history.
Black Stone Bought Emdeon for 3 Billion.
http://dealbook.nytimes.com/2011/08/04/blackstone-to-buy-emdeon-for-3-billion/?_r=0
Emedon bought Change Healthcare for 135 Million.
http://www.tennessean.com/story/money/2014/11/19/emdeon-buys-change-healthcare/19306989/
Emdeon to re-brand as Change Healthcare.
http://www.prnewswire.com/news-releases/emdeon-to-rebrand-as-change-healthcare-300137812.html
Thanks!
Stationed in Naples. We got the word and currently spreading the news to families.
-----------
POST #10087 Janice Shell
TRON provided a 15-C regarding a reverse split…
Once again, there is no such thing as a "15-C". The company filed disclosure at OTCMarkets. That's all.
-----------
You are correct, there is no such thing as a 15-C. TRON submitted information that was furnished to assist with "due diligence" compliance. "The information is furnished pursuant to Rule 15c2-11 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended: The items and attachments generally follow the format set forth in Rule 15c2-11." As you said, they filed a disclosure, which is linked in Stickied post #9886.
-----------
POST #10089 Janice Shell
Just because I signed up for cell phone service with AT&T it doesnt mean I am partners with AT&T it means I am an AT&T customer.
Damn! And here I, too, thought I was an AT&T partner.
Jokes aside, this is by no means the first time I've seen a penny company pull this.
-----------
Yes, TRON is a "Pink" company, but you are categorizing TRON with other "Pinks" that have been sub-par, which involves self opinion, not fact. That's not fair for TRON. Instead of instantly assuming TRON is out to scam, why don't us as investor's wait until the end of the 3rd quarter and see what TRON/iMedscan provides. They have provided a disclosure along with a Press Release publicly stating their intentions and plan forward.
-----------
POST #9972 The Rainmaker
The PR was craftily worded, H Wayne knows how to work the system.
Janice Shell's response to Rainmaker's post:
POST #10090 Janice Shell
Sure he does! After all, he got a J.D. from Columbia Law while he was in PRISON!! Clever man!
-----------
This is SOLELY opinion. To say that he craftily worded the PR and to agree with it makes the assumption to investor's that you know H Wayne. I will assume that Neither yourself or Rainmaker knows H Wayne.
Yes, prison. This was 16 years ago correct? Is no human being able to turn over a new leaf? Or are they for-ever flagged as a criminal. He ALSO appealed.
-----------
POST #10091 Janice Shell
So iMed holds proprietary software.
That is what iMedScan says. That cannot be verified.
-----------
This is straight from TRON's Press Release:
"iMedican is a healthcare project development and management company holding a proprietary technology that provides for the instant verification of a patient’s medical insurance."
Yes, sure us as investor's can't just "verify", but stating that "it cannot be verified" is just a blanket statement. To say that it can't be verified is implying that TRON's press Release states fraudulent information. I HIGHLY doubt that, since Change Healthcare and Acuant are also in the Press Release. That would put them in the spot light as well.
-----------
POST #1093 Janice Shell
Just imagine we have gotten 1 Pr so far. I cannot imagine what the next one is going to be like!
I can. It'll be just as vague as the first, but will seem exciting to some.
-----------
Again, the term "vague" is solely on opinion. POST #9982 helps break the "vague" PR, but that was created in how I interpreted it, so I "could" be wrong.
-----------
POST #10096 Janice Shell
No one announces merger plans and agreements publicly with Acuant or a large corporation such as Change Healthcare just to have proprietary technology on "paper and imagination".
lol, would you like me to furnish a list of companies that have done exactly what you suggest? Some got caught; others didn't.
So far, what TRON has said is vague enough that it probably won't get them into trouble.
-----------
TRON's Press Release specifically states TWO things that are not "vague".
"In March, 2016, iMedScan entered into an agreement with Acuant Corporation of Los Angeles, California to employ its proprietary, hosted scanning solution on patient’s driver’s licenses and insurance cards."
AND
"Most recently, in June, 2016, iMedScan finalized a test program with Change America, formerly Emdeon Corpoation, utilizing an electronic data interchange for verifying and validating patients’ health insurance."
That's a clean cut statement involving Acuant Corporation and Change Healthcare.
-----------
POST #10098 Janice Shell
Let's rewind news. Go TRON >>> Proof on paper.
Keep this in mind: TRON is Pink. What it says is "proof" of nothing.
-----------
Yes, TRON is a Pink. They did in fact though put out a Press Release stating their intentions. The "Proof" will be the completion of their merger and subsequent filings. If that's what you need, wait until the end of the 3rd quarter.
-----------
POST #10100 Janice Shell
Have you really never followed a penny stock that lied in its public statements and disclosure? They aren't exactly rare.
-----------
Same as my response to your post #10089. You are assuming EVERY company that starts out "PINK" will lie and scam investor's.
-----------
POST #10101 Janice Shell
IMED has a proprietary technology that allows scanning of licenses and ID cards, quickly verifiying patients information.
How I read it, the agreement is Acuant using iMedscans "scanning technology" for that purpose.
-----------
I cannot argue with your opinion on how you read it.
In my opinion, I read it as iMed allowing Acuant to use iMed's technology. Acuant's technology (with regards to their iScan with ID's) can be used with iMed's proprietary software that scan's ID and medical documents. iMedscan's proprietary technology's purpose is to eliminating claim rejections at healthcare facilities across the Unites States.
-----------
POST #10102 Janice Shell
Take a closer look at Acuant's website. A pity. Earlier, I though you'd got it:
investorshub.advfn.com/boards/read_msg.aspx?message_id=124723177
With penny stocks, it's important not to believe things simply because you want to.
In response to my post:
POST #100101 DJPele
IMED has a proprietary technology that allows scanning of licenses and ID cards, quickly verifiying patients information.
How I read it, the agreement is Acuant using iMedscans "scanning technology" for that purpose.
-----------
Again, it's not a belief simply because i want to believe. The Press Release is there, along with all applicable information. POST's #9982 and #9886 provides related DD to TRON.
In my opinion, I read it as iMed allowing Acuant to use iMed's technology. Acuant's technology (with regards to their iScan with ID's) can be used with iMed's proprietary software that scan's ID and medical documents. iMedscan's proprietary technology's purpose is to eliminating claim rejections at healthcare facilities across the Unites States.
-----------
POST #10104 Janice Shell
I think you need to spend a little more quality time at the Acuant website. Scanning is a large part of what they do.
What I see here is a custodianship shell that will have a hard time getting financing, if whoever they're thinking of going to for that pays any attention at all. And I also see some sleazy characters. And a merger agreement so sloppy it's impossible to tell whether the merger has happened or not.
An agreement, by the way, that makes no mention of any "APO".
-----------
I explained above what my opinion is with regards to Acuant's technology and iMedscan's proprietary technology.
How did you come up with the conclusion that they are having a hard time getting financing. Please explain.
"Seeing some sleezy characters" is based on opinion. As with all opinions, I do not believe this merger is sloppy either.
ASSUMING the Press Release is not fraudulent and holds true, then the PR show's proof of the APO.
"Pursuant to the definitive Agreement and Plan of Merger entered into on March 30, 2016 iMedScan will become public through an alternative public offering or “APO” transaction with Toron."
It's a pity? I'm sorry to dissapoint you Janice. Acuant has ID software for licenses and ID cards. iMed holds proprietary software to scan such ID cards and licenses for the sake of validating Patients Healthcare.
It's in the PR. Simply stating that TRON can't be trusted because the PR is "vauge" and because it's a "pink" are strictly your opinion and shows no truth to the company.
IMED has a proprietary technology that allows scanning of licenses and ID cards, quickly verifiying patients information.
How I read it, the agreement is Acuant using iMedscans "scanning technology" for that purpose.
Thanks!
Correct alyssa. No one announces merger plans and agreements publicly with Acuant or a large corporation such as Change Healthcare just to have proprietary technology on "paper and imagination".
INVESTOR'S: SUPPLEMENTAL DD ON TRON MERGER & APO
The purpose of this is to combine post's #9966, #9886 and #9964. This post is intended to help provide additional supplemental DD to TRON's main Due Diligence MERGER/APO post sticky #9538.
Supplemental DD #1
Please review sticky post #9538. With the help of everyone on this board, it contains a consolidated review, supplemental information and DD on TRON's recent MERGER Press Release and APO with iMed.
TRON is in the process of completing an APO (Alternate Public Offer) which is similar to an IPO, except faster, easier and with private backing.
Links to what an APO is along with examples are contained within sticky post #9538. Other members have also provided details, examples and explanations with their individual post's.
I Highly encourage any new investor's that are interested in TRON to take a look. Also, please review TRON's latest 15-C as well.
http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205
THERE IS a reverse split announced within the 15-C. As investor's on this board explained, IT'S A RECAPITALIZATION OF THE COMPANY'S STOCK FOR THE COMPLETION OF THE APO. I do not recommend reviewing the term "REVERSE SPLIT" as an actual R/S or as a negative. TRON has announced ample information regarding it's merger and the road-map of TRON's future. HOKIEHEAD has made numerous post's explaining how the R/S is in fact a RECAPITALIZATION.
Again, sticky #9538 provides the Press Release and ample supplemental information regarding TRON's merger and APO.
Supplemental DD #2
This takes a closer look into TRON's latest Press Release. Please keep in mind that this is how I interpreted it.
"iMedican is a healthcare project development and management company holding a proprietary technology that provides for the instant verification of a patient’s medical insurance. “iMedcan’s proprietary technology will generate a twenty-five (25%) reduction in patient insurance rejections or denials from insurance payors,” Bostico said."
iMed holds some type of proprietary technology. Information from iMedscan's website (https://imedscan.com) shows that it's potentially a device that scans and verifies ID cards and documents. Here's more:
"In March, 2016, iMedScan entered into an agreement with Acuant Corporation of Los Angeles, California to employ its proprietary, hosted scanning solution on patient’s driver’s licenses and insurance cards."
I am assuming the agreement between Acuant and iMedscan is iMedscan allowing Acuant to utilize iMedscan's proprietary technology, scanning licenses and ID cards.
"Most recently, in June 2016, iMedScan finalized a test program with Change Healthcare, formerly Emdeon Corporation, utilizing an electronic data interchange for verifying and validating patients’ health insurance. “We estimate a fifty (50%) percent net profit recapture from each medical office that adopts our technology,” Bostico noted. Currently, in addition to traditional medical offices, iMedScan is focusing on the further development and commercialization of kiosk devices hosting the company’s scanning solution."
"Kiosk devices hosting the company’s scanning solution." There it is again. iMed and Change Healthcare (formerly Emdeon, which was bought by Black Stone) finalized a test program, estimating a 50% net profit recapture from each medical office that adopts our (iMed's) technology. Change Healthcare will use iMed's technology to verify and validate patients health insurance.
Just an FYI, Change Healthcare is a HUGE corporation.
iMed's reason to create this technology is to eliminate healthcare claim rejections across the United States. Reducing claim rejections decreases company costs.
From conducting some Due Diligence on TRON, it looks as if ACUANT and Change Healthcare will be using iMed's proprietary technology with regards to healthcare.
Fabrizio Bosticco is the CEO of both iMedscan and TRON.
Supplemental DD #3
Here are links SMITTER found regarding Black Stone and Change Healthcare's history.
Black Stone Bought Emdeon for 3 Billion.
http://dealbook.nytimes.com/2011/08/04/blackstone-to-buy-emdeon-for-3-billion/?_r=0
Emedon bought Change Healthcare for 135 Million.
http://www.tennessean.com/story/money/2014/11/19/emdeon-buys-change-healthcare/19306989/
Emdeon to re-brand as Change Healthcare.
http://www.prnewswire.com/news-releases/emdeon-to-rebrand-as-change-healthcare-300137812.html