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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.
DRUG-FREE. SIMPLE. AFFORDABLE pain relief. Learn (its NOT a TENS) & request samples: https://t.co/uk178fKXKz #painmanagement #painrelief #innovation #noninvasive #sensationfree #wearable #medicaldevice #fdacleared #sportsmedicine #physicaltherapy #athletictraining #recoveryrx pic.twitter.com/z4htKj2cr9
— BioElectronics Corporation (@BielCorp) October 7, 2022
currently enrolling trial: https://t.co/CIyZRcOu3v
— BioElectronics Corporation (@BielCorp) July 25, 2022
Initial case report: https://t.co/mQ1g0QW2MA
The device is US FDA approved to decrease pain, but has not yet been studied for post-amputation pain. No travel. NO COST.
858-242-6017 phantomlimbpain@ucsd.edu #amputee #amputation
MOASS (Mother of All Short Squeezes)
Pre-market action again, up 4.98% to $3.86 at 8:34 am
HOW TO POST PICTURES WITH IHUB POSTS
1. copy image from your brokers online chart or anywhere online by right clicking the chart or pic and click copy image:
2. then paste it with right click of mouse to the desktop or wherever you save pics on your computer
3. then go to Ihub and click "Settings" at the top right
4. then scroll down and click "My Pictures"... click browse and find the pic you saved to your computer,
double click on the pic and then click "Upload"
5. use "select all" to select all of the "Embedded" link shown on the left and copy it using the mouse
6. then proceed to post an Ihub message and paste the embedded link you copied into the Ihub message post box along with any text you wanted to write by just pasting with your mouse.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133901585
Just received email from CEO of 2CRSI. The first half of server order Qty 500 of 1056 Octopus 1OU servers (each w 128GB DDR4, 4 x AMD VEGA10XT GPU cards, 2 x Intel Xeon CPU E5-2680V4) have been tested and are ready for shipping from France. Happy Presidents day! @serioushashrate
Just received email from CEO of 2CRSI. The first half of server order Qty 500 of 1056 Octopus 1OU servers (each w 128GB DDR4, 4 x AMD VEGA10XT GPU cards, 2 x Intel Xeon CPU E5-2680V4) have been tested and are ready for shipping from France. Happy Presidents day! @serioushashrate pic.twitter.com/h1BN7iAcHQ
— Coin Citadel (CCTL) (@CoinCitadelCCTL) February 15, 2021
Bitcoin Hits $49,700 As Institutions Now Own 3% Of The Circulating Supply
https://www.zerohedge.com/markets/bitcoin-hits-49700-institutions-now-own-3-circulating-supply
New tweet
Great statistical analysis of Global BTC mining companies. Hash rate, Capital invested in miners, ROI, etc. A great resource when looking to invest in BTC mining companies. "Coin Citadel was not included in this report" @Elwood_AM https://t.co/FvmDFkmcSr
— Coin Citadel (CCTL) (@CoinCitadelCCTL) February 13, 2021
Bitcoin holdings verified!
"CCTL is mentioned in Fortune article on Public Companies with Bitcoin Holdings. CCTL might be the smallest company, but its still in the game. We were also the earliest! (Fortune did reach out to Coin Citadel to verify Bitcoin Holdings)"
https://twitter.com/CoinCitadelCCTL/status/1360286950595428353
https://fortune.com/2021/02/09/bitcoin-investment-public-companies-how-does-tesla-compare/?utm_source=twitter.com&utm_campaign=fortunemagazine&utm_medium=social&xid=soc_socialflow_twitter_FORTUNE
Bitcoin Miners Earn Record Hourly Revenue of $4M
https://www.coindesk.com/bitcoin-miners-earn-record-hourly-income-of-4-million
Here's the link to their IG post earlier - https://www.instagram.com/p/CK9R5MHD9uK/?utm_source=ig_web_copy_link
Release #:812-195636-rl-1246001:
THANKSGIVING LETTER FROM THE CHAIRMAN
November 26th, 2020
Dear Shareholders,
It has been a few months since I wrote a Chairman’s letter laying out our new OEM strategy that we implemented just about a year ago. The purpose of this letter is to document some of our accomplishments over the last 12 months and to share with you some of the major events that have occurred, or we believe will be occurring in the early part of 2021.
Sales
Soon after the management reorganization, our sales team got on the phones to re-establish relationships with firms that the Company had talked to over the last few years. After a few false starts, the team re-engaged with three firms with interest of selling our medical devices into the domestic OTC market. The first was Scott Specialty. This firm was in the process of developing specialty wraps for DonJoy. Scott placed their first order in August and we anticipate that the final units associated with this initial order will be delivered by early December. (DonJoy is already selling units online and we are told they will be placing units in brick and mortar outlets next month.) We are anticipating a new order from Scott just after the new year.
Two other firms have also placed orders to sell our device in the domestic OTC market. However, they have yet to distribute their products into retail and thus we are not able to identify them. With this noted, both will be receiving delivery of units in December and thus we anticipate booking sales to these customers in fourth quarter 2020. (These two customers anticipate selling into their retail markets in first quarter 2021.)
Internationally, we landed a contract with Adcock, a large firm in South Africa. Adcock is now in the process of registering the product and first sales to them should occur in early 2021. In addition, now that we have re-acquired our CE mark, we are able to reopen communications with our international distributors. We anticipate (or have already received) new orders from Romania, Italy, Australia, Sweden, the UK, and Spain. These sales should be booked in 4th quarter 2020 or 1st quarter 2021. In addition, one of our major domestic customers has been talking to us about also acquiring distribution internationally. These talks will probably continue into 2021.
Finally, we are in the early stages of selling into the medical professional channel with our RecoveryRx product. The plan is to use a 300+ salesforce of independent reps. This salesforce is being set up by Medi-Launch, a firm that has expertise in forming medical salesforce teams and launching new medical products. We have already signed up over 275 salespeople who have distributed more than 1500 samples to surgeons and other medical professionals. These samples allow the medical professionals evaluate our product for post-surgical pain and wound care, the claim associated with our non-OTC 510 (k). A few sales have already been booked and ultimately, we believe this channel of distribution could account for as much as 15% of our total sales volume.
Although I suspect most of you are primarily interested in the above information on sales (and ultimately profits) I would briefly like to mention the support activities that have occurred over this time period to make all these sales happen.
Modifying the product design and building up production capability. One of our customers wanted major design changes to our 720 hour device. This required extensive internal design changes to the device and modifications of the manufacturing processes. In addition this customer wanted to completely redesign the packaging. Coordinating all these changes resulted in extensive communications with the customer’s design team (and their top management) as well as nightly calls to our overseas manufacturer. There were surprisingly few bumps in the road and we are well on the way to fulfill their order. Importantly, this experience has greatly enhanced our core capabilities in product design and manufacturing.
Regulatory issues
We started off the year with significant regulatory issues. The regulatory team worked tirelessly with the firm, NEMCO, to get re-certified. It was a long battle, but we received notification in early November. This certification was critical as it allows us to again sell internationally.
I wish this was the only regulatory issue that we faced this year. We also need to get another certification, called MDSAP. This certification will allow us to sell in Canada and Australia among other countries. The short story is that we are well positioned to complete all the audits needed for certification by late January 2021. In the process we have developed a totally new inventory tracking system needed to augment our quality control processes. Development of this system has been a total team effort.
Other issues—Salesforce sales, Rebranding and R&D
Three other efforts that are currently in progress deserve mention. The first involves developing systems to handle sales through our new salesforce network and new marketing and training materials to support this salesforce. The training materials have been developed and are being used in numerous training zoom meetings, where we educate the independent sales reps on how to present the information concerning our device.
This new emphasis on selling our Rx product has also led us to revise our branding strategy so as to better differentiate the RecoveryRx device from the ActiPatch device. This rebranding is particularly important because the sales prices for these two devices are quite different. Our current plan is to discontinue North American sales under the brand name of ActiPatch by the end of the year. OTC sales in North America will be under the brand names of our marketing partners- essentially a license and supply agreement. We will retain the ActiPatch brand for units embedded into an appliance and sold under the appliance manufacturer’s brand name as “Powered by ActiPatch.”
Last, but not the least, we have made good progress with our R&D efforts. We started basic research to ascertain how our device affects brain waves. This project could open up the doors to solving numerous other diseases/ailments. We have also received notification that our neck study paper has been accepted for publication. The results reported in this paper not only show efficacy of the device over NSAID’s but also strong evidence supporting our claim that our device works via central sensitization. This latter finding is very useful when talking to medical professionals, since they want to know the “mechanism of action”, i.e., why our device works.
Summary
In summary, it has been a busy and productive year. The Company is moving in the right direction. Numerous new systems have been developed to support our new OEM strategy. Our core capabilities of R&D and expertise in designing and manufacturing Pulsed Short Wave Therapy devices have increased. The forecast for the next year has us above breakeven sales. Meeting these projections will not be easy, but it is doable. I am sure there will be some bumps, but the BIEL team will rise to the challenge and come out stronger. Thank you for your continued support, have a great Thanksgiving and stay safe.
Richard Staelin, Ph.D.
Chairman of the Board
https://www.globenewswire.com/news-release/2020/09/01/2086651/0/en/Freeze-Tag-Launches-Buffalo-s-Most-Amazing-Race-Eventzee-Scavenger-Hunt-With-The-Salvation-Army.html
Freeze Tag Launches “Buffalo's Most Amazing Race” Eventzee Scavenger Hunt With The Salvation Army
September 01, 2020 05:00 ET | Source: Freeze Tag, Inc.
TUSTIN, CA, Sept. 01, 2020 (GLOBE NEWSWIRE) -- Freeze Tag (OTC: FRZT), a leading creator of location-based mobile social games, launched a fundraiser project with The Salvation Army of Buffalo using the Eventzee scavenger hunt app. Utilizing Eventzee technology, “Buffalo's Most Amazing Race” guided competitors throughout western New York in a safe, social distance adventure.
The annual event, which kicked off in late July, featured teams of two who competed from the safety of their cars in a scavenger hunt throughout Buffalo, NY. With a first-place prize of $1,000, contestants were eager to compete in the name of a good cause. Challenges within the app were based on art, history and exciting locations throughout the Buffalo area.
“We were excited to help The Salvation Army take their annual fundraiser to the next level,” said Craig Holland, CEO of Freeze Tag. “With the help of Eventzee they were able to present a state of the art experience that was interactive, safe, and fun for the whole family.”
The city-wide amazing race is one of the Buffalo Salvation Army’s biggest fundraising events of the year, but due to COVID-19 health concerns, plans had to shift. So, the committee re-invented the event into a COVID safe, socially distanced scavenger hunt event the whole family could enjoy. Eventzee was able to offer not only a safe alternative, but through the new Eventzee app players were able to compete in a number of different challenge types including photos, videos, GPS locations, and more. All funds raised from the event support programs and services of The Salvation Army in Buffalo NY, which are needed now more than ever.
“We were thrilled to discover the Eventzee app in early June,” said Laurie Krajna, Development Director of The Salvation Army WNY Region. “ It allowed us to re-invent our fundraiser, as opposed to canceling it. Due to the coronavirus, the funds raised from this event were crucial to our keeping programs and services available to those in our community in need.The post- event survey showed that our participants want us to keep this component in future races. It was fun, easy to implement, and really added to the event experience.”
The partnership with The Salvation Army is part of the Eventzee marketing program which gives companies the opportunity to engage with their clients in new and exciting ways through gaming. Companies can increase brand loyalty and offer virtual marketing promotions, incentives and competitions for a day, a week or even many months. Eventzee is also a unique fundraising tool, which allows clients to sell access to their mobile scavenger hunts with ease.
If you’re interested in hosting an Eventzee scavenger hunt visit our website and contact our team to set up the best package for you. You can also email us at sales@eventzeeapp.com or call us at 714-210-3850 x15. Eventzee is ideal for trade shows, conferences and orientations. Businesses can use the app to drive traffic to specific locations, promote vendors or products and increase social interactions, while observing appropriate social distances. Some clients use Eventzee to hold contests and give away prizes to their most engaged customers. There are many ways Eventzee can help you achieve your business goals. For more information visit https://www.eventzeeapp.com/.
About The Buffalo Salvation Army
The Salvation Army, an evangelical part of the universal Christian church established in 1865, has been supporting those in need in His name without discrimination for 130 years in the United States. Nearly 30 million Americans receive assistance from The Salvation Army each year through the broadest array of social services that range from providing food for the hungry, relief for disaster victims, assistance for the disabled, outreach to the elderly and ill, clothing and shelter to the homeless and opportunities for underprivileged children. 82 cents of every dollar spent is used to support those services in 5,000 communities nationwide. To learn more about The Buffalo Salvation Army visit https://buffalo.salvationarmy.org/BuffaloNY.
https://research.tdameritrade.com/grid/public/research/stocks/news/article?dockey=100-070w3408-1
Torchlight Eliminates $7.5 Million in Debt
7:08 am ET March 10, 2020 (Accesswire)
PLANO, TX / ACCESSWIRE / March 10, 2020 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH) ("Torchlight" or the "Company"), today announced that the debt holders of $6 million in principal and $1.5 million in accrued interest have elected to convert into Working Interest in the Orogrande, per their right of conversion when the transaction was consummated.
The transaction immediately eliminates $7.5 Million in debt for the Company and brings Torchlight's Working Interest in the Project to 66.5%. Additional details are outlined in the 8k filed on March 10, 2020.
"By electing conversion into Working Interest, the debt holders, who are seasoned and knowledgeable oil and gas investors, have signaled their confidence in the value of our Orogrande assets," stated John Brda, Torchlight's CEO. "The conversion correlates to approximately $1100 an acre on the 134,000-acre play. The value was determined prior to any drilling, scientific data gathering, or hydrocarbon discovery from recent wells in the project. We feel that the conversion sets a benchmark for the Orogrande which recent developments continue to improve upon. We will continue to grow value as we work to improve the balance sheet and make significant progress in the field.
"Regarding the recent commodity price downturn, Torchlight has some insulation as a pre-production company with focused efforts on the marketing of our assets using the long term price deck. The suitors for a large asset like the Orogrande Project consider 20-year-plus time horizons for development plans, the supply and demand relationship and associated commodity prices. We will continue to shore up our balance sheet, work towards a transactional outcome and focus on the science behind what is the largest onshore domestic oil and natural gas field discovery in over 30 years."
About Torchlight Energy
Torchlight Energy Resources, Inc. (NASDAQ:TRCH), based in Plano, Texas, is a high growth oil and gas Exploration and Production (E&P) company with a primary focus on acquisition and development of highly profitable domestic oil fields. The company has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. For additional information on the Company, please visit www.torchlightenergy.com.
Forward-Looking Statement
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements involve known and unknown risks and uncertainties, including risks associated with the Company's ability to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas, general economic factors, competition in the industry and other factors that could cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
Investor Relations Contact
Derek GradwellInvestor RelationsPhone: 512-270-6990Email: ir@torchlightenergy.com
SOURCE: Torchlight Energy Resources, Inc.
View source version on accesswire.com: https://www.accesswire.com/579878/Torchlight-Eliminates-75-Million-in-Debt [show]
A great dream just got way closer. FDA clearance for musculoskeletal pain. The next week will transform the 8 people in this picture to the most talked about thing in pain. Cheers to all the shareholders taking the ride with BIEL!!! #teambiel pic.twitter.com/ALoDWVI3XM
— Keith Nalepka (@keith_nalepka) January 31, 2020
https://finance.yahoo.com/news/freeze-tag-flies-high-puffle-133000131.html
Freeze Tag Flies High With Puffle Pouch Creature Munzee
TUSTIN, CA / ACCESSWIRE / November 7, 2019 / Freeze Tag (OTC PINK: FRZT), a leading creator of location-based mobile social games, last week released Puffle, a new Pouch Creature Munzee, for their flagship mobile game Munzee. The company is pleased to announce that nearly a thousand of the new limited edition virtual game pieces were sold during the limited time sale.
Puffle is a cloud-chasing Pouch Creature that travels around the world bouncing on Virtual Munzees and Air Mystery Munzees. The Pouch Creatures line of products are based on set items in another Freeze Tag game, WallaBee. Pouch Creatures are also similar to the Mythological Munzee line, which has become a staple of the Munzee game.
Each individually numbered Puffle Pouch Creature Munzee is purchased by a player. That virtual game piece then travels around the worldwide map to be captured by other players. Pouch Creatures have the ability to level up into new forms based on capture streaks. So if a player's Puffle is captured multiple days in a row it will level up and be worth more points.
Alongside the release of Puffle, Freeze Tag has also updated the leveling timeframe for all evolving Pouch Creatures. This new update now makes it easier than ever for Tuli, Vesi, Muru and Puffle to reach their next level in evolution. This update has been a popular request from the player community and the response to the change has been overwhelmingly positive.
To encourage players to continue capturing one anothers' Pouch Creature Munzees the company has also released a new line of achievement badges for capturing these specific game pieces. This new line of badges are earned when players capture a certain number of Pouch Creatures of any type. These ambitious badges are geared for expert level players with the first badge requiring players to capture a total of 1,111 Pouch Creature Munzees of any type.
"These badges aren't for the faint of heart, but as our players have proven time and time again there's nothing they can't do when they put their mind to it," said Rob Vardeman, President of Freeze Tag. "Puffle is the latest in a growing list of Pouch Creature Munzees, so we wanted to reward those players who have been so dedicated to capturing these unique types."
For the latest news about Munzee visit the blog: https://www.munzeeblog.com/
The PPS isn't where we all would like it to be at the moment (unless you want in of course), but Hunterdave is correct. I don't post much but let's keep the posts on topic. GO $EQLB!
pknopick@eandecommunications.com
I was replying to someone asking for the links that
bieliever had mention in an earlier post.
https://finance.yahoo.com/news/freeze-tag-checks-vacation-condo-173000823.html
TUSTIN, CA / ACCESSWIRE / October 17, 2019 / Freeze Tag (OTC:FRZT), a leading creator of location-based mobile social games, has launched the new Vacation Condo game piece for their flagship game Munzee. The Vacation Condo is the latest in the Destination line of munzees, which are popular game pieces that include the Motel, Hotel, Resort, and Timeshare Munzees. Within 24 hours of its release, more than 2,000 Vacation Condo Munzees have been sold.
Like other Destination Munzees, the Vacation Condos are unique game pieces that offer "rooms" for other players to "rent or own" and earn residual points for every capture. The Condo is a virtual game piece that features five rooms, so the first five players to capture the Vacation Condo get a room deployed in it. Rooms are available for 30 days, and then the rented room is archived. A new room is then available for the next player to cap the Vacation Condo.
"From lining the entirety of Route 66, to filling the streets of Cologne, Germany, our players have placed Destination Munzees everywhere they can," said Rob Vardeman, President of Freeze Tag. "The new Vacation Condo offers even more opportunities for our players to "rent" rooms and earn more points than ever before."
Alongside the release of the Vacation Condo Munzee, there was also a point update to the Motel, Hotel, and Timeshare Munzees. Now all physical Destination Munzees are worth double the points they were previously. With the great initial response to the virtual Vacation Condo, Freeze Tag expects the newest Destination type to become one of the more popular munzee types in the game.
Destination Munzees give players the benefits of multiple munzees in one location without additional stickers or pins on the map. These munzee types have been very popular among the player community ever since the release of the Motel in 2013. To date more than 80 million Destination Munzees have been captured worldwide. To learn more about Destination Munzees visit the Munzee Help Guide.
For more information about Munzee follow the Munzee Blog at https://www.munzeeblog.com/.
Pain Management Devices Market 2019 to 2027 – Smiths Medical, Medtronic, BioElectronics Corporation
Sameer Joshi
Healthcare October 2019
The latest addition of pain management devices Market 2027 to The Insight Partners’ store offers major insights on the market size, growth rate, and estimates during the forecast period. It effectively evaluates the market based on Types, Applications, and End-User and provides global perspective concerning five major geographical regions.
Pain management devices are used for managing or controlling the pain caused by arthritis, old injury, cancer treatments among the others. The devices are used for pain according to the severity of the pain, the devices are available in hospitals which can be used during the pain management therapy or these can be bought over the counter.
Get Sample PDF at https://www.theinsightpartners.com/sample/TIPHE100000860/
The pain management devices market is expected to grow significantly due to the key factors such as rise in the number no geriatric population, increase in the number of arthritis cases, increase in the prevalence of the cancer patients. The technology advancement has helped players to develop devices that can be used to manage pain for the patients taking care at home. The technological advancement for pain management devices are likely to open wide range of opportunities for the players to develop variants in the pain management devices which will enable the growth of the market.
Key Players:
1.Smiths Medical
2. Medtronic
3. BioElectronics Corporation
4. The Pressure Positive Company
5. PAIN MANAGEMENT TECHNOLOGIES
6. Regenesis Biomedical Inc.
7. HYH
8. NeuroMetrix, Inc.
9. B. Braun Melsungen AG
10. Boston Scientific Corporation
The segmentation of the Pain Management Devices Market is classified as type, and application. The type segment is segmented into neurostimulation devices, analgesic infusion pumps and ablation devices. The application segment includes orthopedic pain, neuropathic pain, muscular pain and others.
Pain Management Devices Market – Global Analysis to 2027 is an expert compiled study which provides a holistic view of the market covering current trends and future scope with respect to product/service, the report also covers competitive analysis to understand the presence of key vendors in the companies by analyzing their product/services, key financial facts, details SWOT analysis and key development in last three years.
https://www.theinsightpartners.com/buy/TIPHE100000860/
About us: –
The Insight Partners is a one stop industry research provider of actionable intelligence. We help our clients in getting solutions to their research requirements through our syndicated and consulting research services. We are a specialist in Technology, Healthcare, Manufacturing, Automotive and Defense.
https://finance.yahoo.com/news/munzee-prepares-battle-clan-wars-123000895.html
Munzee Prepares For Battle With Clan Wars Beta Testing
TUSTIN, CA / ACCESSWIRE / September 19, 2019 / Freeze Tag (OTC PINK:FRZT), a leading creator of location-based mobile social games, has begun beta testing the latest version of the Munzee app update ahead of its release. This large scale update is focused on Clan Wars, a competitive co-op challenge feature of Munzee.
Freeze Tag's development team has been hard at work with a select group of Munzee player beta testers at this critical point of gathering feedback. The goal of this new update to the Munzee app is to take the Clan Wars experience to a whole new level for new and veteran players alike. Although specific details are currently not available for the public, the beta testing group has proven to be integral to the development of the update.
"Clan Wars is one of the most popular aspects of Munzee and brings out the highest form of competition amongst our players," said Rob Vardeman, President of Freeze Tag. "The success of this app update is imperative, so our development team and beta testers are leaving no sword unsharpened."
A specific launch date has not been revealed at this time, but the announcement of the update coincides with a month long celebration of Clan Wars in September. The theme for this year's annual Munzee HQ Bash, which kicks off at the end of the month, is MedZEEval Times. MHQ Bash will feature a number of Clan Wars related specials including Weapons Weekend, which will feature double points on all Clan Weapon Munzees starting September 27, 2019.
Clan Wars is a competitive gameplay feature of Munzee that allows players to join worldwide groups of ten to complete specific tasks each month. Munzee Clans can choose to compete in five different difficulty levels for the month and earn prizes for hitting milestones. Since launching six and a half years ago, Clan Wars is in its 78th monthly battle and nearly 750,000 Clan Weapon Munzees have been deployed worldwide.
For more information about Munzee follow the Munzee Blog at https://www.munzeeblog.com/.
https://www.sec.gov/Archives/edgar/data/1516887/000114036119016967/nc10004728x1_def14c.htm
DEF 14C 1 nc10004728x1_def14c.htm DEF 14C
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
?o
Preliminary Information Statement
?o
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
X
Definitive Information Statement
WELLNESS CENTER USA, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
X
No fee required
?o
Fee computed on table below per Exchange Act Rules 1 4c-5(g) and 0-11
(1)
Title of each class of securities to which transaction applies: common stock, par value $.00I per share
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
?o
Fee paid previously with preliminary materials.
?o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1l(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid: none.
(2)
Form, Schedule or Registration Statement No.: 14C
(3)
Filing Party: Wellness Center USA, Inc.
(4)
Date Filed:
WELLNESS CENTER USA, INC.
145 E. University Boulevard, Tucson, AZ 85705
(847) 925-1885
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF STOCKHOLDERS
Dear Stockholder:
On September 3, 2019, our Board of Directors unanimously approved, subject to stockholder approval: (1) execution and delivery of a proposed Share Exchange Agreement relating to the share exchange and transfer of certain assets of the Company's wholly-owned subsidiary, StealthCo Inc. (“SCI”) d/b/a Stealth Mark, Inc., to DTI Holdings, Inc., pursuant to the terms and conditions of a Memorandum of Agreement in substantially the form of the copy presented to the Board (“Agreement”); and (2) the amendment of our Articles of Incorporation to increase our total authorized capital stock from 185,000,000 common shares to 200,000,000 common shares (“Amendment”). As of September 18, 2019, holders of a majority of the outstanding shares of voting capital stock have executed written stockholder consents approving these actions.
Pursuant to the provisions of the General Corporation Law of Nevada and our Articles of Incorporation, the holders of at least a majority of the outstanding shares of common stock are permitted to approve these actions by written consent in lieu of a meeting, provided that prompt notice of such action is given to the other stockholders of our Company. This written consent assures that the actions will occur without your vote.
Pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an Information Statement must be sent to our holders of common stock who do not sign the written consent at least twenty (20) days prior to the effective date of the action.
This notice, which is being sent to all holders of common stock of record on September 12, 2019, is intended to serve as notice under Nevada law and as the Information Statement required by the Exchange Act.
The accompanying Information Statement is for informational purposes only and is intended to identify the terms of the Agreement, the proposed Share Exchange Agreement, and the Amendment of our Articles of Incorporation. Please read the accompanying Information Statement carefully.
The Information Statement is being mailed to stockholders on or about September 20, 2019.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Very truly yours,
/s/ Calvin R. O’Harrow
CEO
WELLNESS CENTER USA, INC.
145 E. University Boulevard, Tucson, AZ 85705
(847) 925-1885
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
General Information
On September 3. 2019, our Board of Directors unanimously approved, subject to stockholder approval: (1) execution and delivery of a proposed Share Exchange Agreement relating to the share exchange and transfer of certain assets of the Company’s wholly-owned subsidiary, StealthCo Inc. (“SCI”) d/b/a Stealth Mark, Inc., to DTI Holdings, Inc., pursuant to the terms and conditions of a Memorandum of Agreement in substantially the form of the copy presented to the Board (“Agreement”); and (2) the amendment of our Articles of Incorporation to increase our total authorized capital stock from 185,000,000 common shares to 200,000,000 common shares (“Amendment”). As of September 18, 2019, holders of a majority of the outstanding shares of voting capital stock have executed written stockholder consents approving these actions.
Pursuant to the provisions of the General Corporation Law of Nevada and our Articles of Incorporation, the holders of at least a majority of the outstanding shares of common stock are permitted to approve these actions by written consent in lieu of a meeting, provided that prompt notice of such action is given to the other stockholders of our Company. This written consent assures that the actions will occur without your vote.
Pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an Information Statement must be sent to our holders of common stock who do not sign the written consent at least twenty (20) days prior to the effective date of the actions.
This notice, which is being sent to all holders of common stock of record on September 12, 2019, is intended to serve as notice under Nevada law and as the Information Statement required by the Exchange Act. The Information Statement is being mailed to stockholders on or about September 20, 2019.
We are not aware of any substantial interest, direct or indirect, by security holders or otherwise, that is in opposition to the above actions. In addition, pursuant to the laws of the State of Nevada, the actions taken by majority written consent in lieu of a special stockholder meeting do not create appraisal or dissenters’ rights.
Our Board of Directors determined to pursue stockholder actions by majority written consent of our outstanding shares of stock entitled to vote in an effort to reduce the costs and management time required to hold a special meeting of stockholders and to implement the above actions to our stockholders in a timely manner. Additionally, our Board believed that implementing the above actions in a timely manner would be in the best interests of our Company and our stockholders so that we can pursue a new proposed strategic direction, assuming the transaction is consummated, as soon as possible.
The above actions will become effective twenty (20) days following the filing of the Definitive Information Statement, or as soon thereafter as is practicable.
Action by Written Consent, Record Date, Outstanding Shares and Required Vote
Pursuant to the provisions of the General Corporation Law of Nevada and our Articles of Incorporation, the holders of at least a majority of the outstanding common stock in the Company are permitted to approve the exchange of all of the issued shares of SCI, and the amendment of the Company’s Articles of Incorporation to increase the number of authorized common shares, by written consent in lieu of a meeting, provided that prompt notice of such action is given to the other stockholders of our Company.
Our Board of Directors fixed the close of business on September 12, 2019 as the record date for the determination of holders of common stock entitled to receive notice of said exchange of SCI shares and amendment of our Articles of Incorporation by written stockholder consent. As of the record date, the Company had 107,385,887 shares of common stock outstanding. Each outstanding share of Company common stock is entitled to
one vote per share. The affirmative vote of a majority of the outstanding shares of Company common stock was required to approve said exchange of SCI shares and the amendment of our Articles of Incorporation increasing the total of Company authorized capital stock and the number of authorized Company common shares.
Summary of the Terms of the Exchange Agreement
On September 3, 2019, our Board of Directors unanimously approved, subject to stockholder approval, the execution and delivery of a proposed Share Exchange Agreement relating to the share exchange and transfer of certain assets of the Company’s wholly-owned subsidiary, StealthCo Inc. (“SCI”) d/b/a Stealth Mark, Inc., to DTI Holdings, Inc., pursuant to the terms and conditions of a Memorandum of Agreement in substantially the form of the copy presented to the Board (“Agreement”).
The Agreement provides, among other things, as follows:
• DTI will pay the Company $500,000 upon execution of a definitive share exchange agreement (“Share Exchange Agreement”) which the parties will endeavor to negotiate and execute as quickly as possible, and not later than October 15, 2019.
• DTI will pay the Company an additional $500,000 within seven days following the completion date of the transfer of all assets and/or full ownership of SCI to DTI, with such date to occur within 120 days following execution of the Share Exchange Agreement.
• DTI will issue to the Company 3,112,000 shares of DTI common stock and will guaranty that the value of the 3,112,000 shares of DTI common stock will have a value of at least $4.50 per share ($14,004,000, in the aggregate), as of December 31, 2021.
• To the extent that the value of the DTI common shares, as of December 31, 2021, is less than $4.50 per share ($14,004,000, in the aggregate), DTI will issue additional shares of DTI common stock, at the then current fair market value, in an amount sufficient to cause the resulting aggregate value of all shares of DTI common stock issued to the Company to be $14,004,000, in the aggregate.
• DTI will assign the assets transferred by SCI, including trademarks, intellectual properties, and patents, to its subsidiary, Femtobitz, Inc., a Delaware corporation, and will pay to the Company 1% of annual gross revenue arising from or relating to operation of Femtobitz, Inc.
• Upon closing of the share exchange, the Company’s CEO will be appointed an advisory board member of DTI and a board member of Femtobitz, Inc.
The 3,112,000 shares of DTI common stock to be issued to us in exchange for all of our shares of SCI common stock will represent a minority of the issued and outstanding shares of DTI common stock as of the date of issuance. The DTI shares will be issued in reliance upon the exemption from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. As such, such shares may not be offered or sold by us unless they are registered under the Securities Act or qualify for an exemption from the registration requirements under the Securities Act.
The Agreement is included as Exhibit A to this Information Statement and is the legal document that governs the terms of the share exchange described therein and the other actions contemplated thereby. The discussion of the Agreement, and the proposed Share Exchange Agreement, as set forth herein is qualified in its entirety by reference thereto.
Amendment to Our Articles of Incorporation to Increase Authorized Common Stock
We are currently authorized to issue 185,000,000 shares of common stock, par value $0.001 per share. Subject to the approval of the stockholders, on September 3, 2019, our Board of Directors approved an amendment to our Articles of Incorporation to increase our total authorized capital stock from 185,000,000 common shares to 200,000,000 common shares in connection with an increase in the number of authorized shares of common stock from 185,000,000 shares to 200,000,000 shares.
As of September 18, 2019, the proposal was approved by written consent of the holders of a majority of our common stock. The proposal will be effectuated by amending the first sentence of Article III “Capital Stock” Section A. “Common Stock” of our Articles of Incorporation to read as follows: “Section 3 is amended to increase the number of voting common stock (“Common Stock“) authorized to be issued by the Corporation to
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200,000,000 shares $.001 par value Common Stock.” The increase in our authorized capital stock and the number of authorized shares of our common stock will be effective upon filing the Amendment to our Articles of Incorporation, in the form attached hereto as Exhibit B, with the Secretary of State of the State of Nevada. The discussion of the Amendment to our Articles of Incorporation set forth herein is qualified in its entirety by reference to the Amendment.
Summary Information in Question and Answer Format
The following information in question and answer format, summarizes many of the material terms of the Company’s actions described here.
What Vote Is Required to Approve the Actions Described Herein?
Approval of the exchange of all of the issued shares of SCI, and the Amendment of the Company’s Articles of Incorporation to increase the number of authorized common shares, requires the affirmative vote of the holders of not less than a majority of the Company’s outstanding common stock.
What Constitutes a Majority of the Company’s Outstanding Common Stock?
On September 18, 2019, the Company had 107,385,887 shares of common stock issued and outstanding, of which 53,692,944 constitutes a majority.
Who Voted in Favor of the Amendment?
Stockholders owning an aggregate of 55,733,856 shares of our common stock voted to approve the exchange of all of the issued shares of SCI, and the Amendment of the Company’s Articles of Incorporation to increase the number of authorized common shares, by written consent. Those shares combined represent 52% of the voting power of our outstanding common stock.
Will the Stockholders that Voted in favor of the Actions Described Herein have any Special Interest in the Action Taken?
Certain of the Company’s directors and executive officers have interests in the share exchange that may be different from, or in addition to, the interests of the Company’s stockholders generally. Specifically, Calvin R. O’Harrow, Roy M. Harsch and William E. Kingsford have extended loans to the Company in the initial principal amounts of approximately $225,000, $67,000, and $50,000, respectively. Each expects that a portion of the amounts to be paid to the Company in connection with the proposed share exchange will be applied to pay such loans in full, subject to approval by the other members of the Board. The Board was aware of and considered these interests in reaching the determination that the proposed share exchange, and the other transactions described in the Agreement and proposed Share Exchange Agreement, are fair to, and in the best interests of, the Company and its stockholders, and in approving and declaring advisable the execution and delivery of the Agreement and proposed Share Exchange Agreement, and the transactions described therein. Except to the extent noted, the Board believes that no other stockholders that voted in favor of the actions described herein will have any interest in the actions taken that differs from the interest of all stockholders of the Company.
Why isn’t the Company Holding a Stockholders Meeting to Vote on the Share Exchange Agreement and the Amendment?
Nevada law requires that a majority of shares of common stock vote to approve the proposed Share Exchange Agreement and the Amendment of our Articles of incorporation, and permits approval by written consent in lieu of a meeting. The stockholders voting in favor of the Share Exchange Agreement and Amendment represent 52% of the voting power of our common stock, or a majority of the voting power of our common stock. Approving actions by the written consent of stockholders is faster and less expensive than distributing a notice of meeting and proxy statement, and conducting a stockholders meeting; consequently, management and the Board of Directors decided to obtain approval by written consent in lieu of a meeting.
Why are these Actions being Undertaken?
The Agreement and the proposed Share Exchange Agreement, and the transactions described therein, are being undertaken in an effort to enable the Company’s stockholders to benefit from the premiere authentication technology and data intelligence services SCI has developed to date. We believe such technology is applicable to a wide range
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of industries affected by counterfeiting, diversion and theft including, but not limited to, pharmaceuticals, defense/aerospace, automotive, electronics, technology, consumer and personal care goods, designer products, beverage/spirits, and many others. We also believe that SCI’s ActiveDuty™ data intelligence services offer unique, unprecedented, actionable technology for industries, companies, and agencies on a global scale. The Board believes that the Agreement and proposed Share Exchange Agreement, and the transactions described therein, are advisable to and in the best interests of the Company and its stockholders. The Board considered many factors in reaching its conclusion including, without limitation, the value that stockholders might realize as a result of the execution of the Agreement and proposed Share Exchange Agreement and conclusion of the transactions described therein, compared to the value likely to be realized by stockholders if we did not enter into the Agreement, the proposed Share Exchange Agreement and related transactions. We currently do not possess or have access to capital, personnel or other resources necessary to further develop SCI technology and services, or to market them successfully. We do not expect to have or to obtain access to such capital, personnel or resources in the foreseeable future.
We believe that DTI may possess or have access to such capital, personnel and resources to enable further development of SCI technology and services, and to successfully market them. We hope that we may share and realize upon the benefits of such development and marketing through ownership of DTI common shares. We also hope that funds received through the share exchange transaction including, but not limited to, the payments to be made to the Company upon execution of the Share Exchange Agreement and upon closing of the share exchange, as well as funds, if any, that may be received as a result of Company ownership of DTI common shares, may be applied, at least in part, to provide capital, personnel and other resources to continue Company operations, including the further development and marketing of its targeted “Psoria-Light” ultraviolet phototherapy device through its wholly-owned subsidiary, Psoria-Shield Inc.
The Amendment, and the increase in authorized shares described therein, are being undertaken to make additional shares available for issuance from time to time for corporate purposes such as raising additional capital, making strategic acquisitions, and employee recruitment and retention.
Do Stockholders Have Dissenters’ or Appraisal Rights regarding the Actions Described Herein?
Stockholders do not have dissenters’ or appraisal rights under Nevada law regarding the actions described herein.
What are the Income Tax Consequences regarding the Actions Described Herein?
There will be no federal or state income tax consequences to our stockholders as a result of the actions described herein.
Voting Securities of Principal Holders
The following table presents certain information regarding the beneficial ownership of all shares of common stock at the date of this Report, for each executive officer and director of our Company and for each person known to us who owns beneficially more than five percent (5%) of the issued and outstanding shares of our common stock, as of the date of this Information Statement.
Name and Address of Beneficial Owner(1)
Number of
Shares
Percentage
(%) of
Share
Ownership
Calvin R. O’Harrow, CEO, COO and Director
9,283,036
8.7
%
Douglas W. Samuelson, CFO
250,000
0.2
%
Paul D. Jones, President, Director
1,263,305
1.1
%
Thomas E. Scott, Secretary, Director
849,710
0.8
%
William E. Kingsford, Director
1,933,778
1.8
%
Roy M. Harsch, Director, Chairman
1,553,254
1.5
%
Officers and Directors as a group
15,133,083
14.1
%
Total issued and outstanding
107,385,887
100.00
%
(1) Except as otherwise noted below, the address of each of the persons shown in the above table is c/o Wellness Center USA, Inc., 145 E. University Boulevard, Tucson, AZ 85705. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially owned by them.
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Description of the Company’s Common Stock
Holders of shares of common stock have full voting rights, one vote for each share held of record. Stockholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore and share pro rata in any distributions to stockholders upon liquidation. Stockholders have no conversion, pre-emptive or subscription rights.
Description of DTI’s Common Stock
The shares of DTI common stock to be issued by DTI to the Company pursuant to the Share Exchange Agreement have full voting rights, one vote for each share held of record. Holders of DTI common shares are entitled to receive dividends as may be declared by the DTI’s Board out of funds legally available therefore and share pro rata in any distributions to stockholders upon liquidation. Holders of DTI common shares have no conversion, pre-emptive or subscription rights.
Approval of the Board of Directors and Stockholders
The Board of Directors of the Company, after careful consideration, has approved the actions described herein and has recommended that the Company’s stockholders vote in favor of its adoption. As of September18, 2019, stockholders holding a majority of the Company’s outstanding common stock executed written consents approving the actions described herein and in lieu of a stockholders’ meeting.
No Dissenters’ or Appraisal Rights
Stockholders do not have dissenters’ or appraisal rights under Nevada law regarding approval of the actions described herein.
Federal Income Tax Consequences
There will be no federal or state income tax consequences to our stockholders as a result of the actions described herein.
Where You Can Find Additional Information
We file annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. You may read and copy this information at the Public Reference Section at the Securities and Exchange Commission at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-(202) 942-8088. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information about issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Our public filings are also available to the public from commercial document retrieval services.
Respectfully submitted,
WELLNESS CENTER USA, INC.
Date: September 18, 2019
By:
/s/ Calvin R. O’Harrow
CEO
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EXHIBIT A
August 16, 2019
Calvin R. O’Harrow
StealthCo, Inc.
2500 West Higgins Rd.
#780
Hoffman Estates, Il. 60169
Dear Cal:
This MOA letter expresses the mutual intent with respect to the proposed acquisition by DTI Holdings Inc. (“Buyer”) of StealthCo, Inc. (the “Company”). Upon the proposed acquisition, Buyer will own all outstanding shares in the Company, subject to any and all findings made during the due diligence process. For convenience we will refer to you, along with any other owners of the Company hereinafter collectively as “Seller.”
1. Definitive Agreement. Seller and Buyer will endeavor to promptly negotiate and execute, on or before October 15, 2019, a mutually acceptable definitive purchase agreement for all shares in the Company (the “Agreement”) to accomplish the transaction contemplated by this letter (the “Acquisition”) and address other related matters as necessary.
2. Terms. Subject to the negotiation of the Agreement and the results of Buyer’s due diligence, the buyer and seller agree on the following terms:
a. $500,000 down payment upon final agreement. Both parties will endeavor to reach the final agreement as quickly as possible but no later than October 15, 2019.
b. $500,000 payment within 7 days from the completion date of the transfer of all assets and/or full ownership of Stealthmark (transfer to DTI Holdings Inc.) within 120 days. DTI will assign Stealthmark’s assets including trademarks, IP and Patents to its subsidiary, Femtobitz Inc., a Delaware Corporation.
c. Seller will receive 3,112,000 shares of DTI Holdings Inc. (“DTI”). DTI guarantees a value of $4.50 per share on 12/31/2021 or add additional shares to satisfy the value.
d. Seller will receive 1% of annual gross revenue for the Femtobitz Inc.
e. Calvin O’Harrow will be an advisory board member of the DTI Holdings and a board member of the Femtobitz Inc.
3. Conditions. The acquisition shall be subject to: (a) standard mutual due diligence to include, among other things, review of the Company’s books, records, business, assets and applicable agreements (including any contracts and special employment arrangements); (b) negotiation and execution of the Agreement with mutually agreeable terms, representations, conditions, covenants and indemnities; (c) receipt of all necessary consents including, but not limited to, the consent of Buyer’s and Seller’s Board of Directors; and (d) appropriate filings, if required, under any applicable federal or state law and the expiration or termination of any applicable period there under. The Acquisition will also be conditioned upon the fact that no distribution of cash by the Company, their stockholders or other equity owners will have occurred from August 31, 2019, to and including the closing date, other than in the normal course of business.
4. Exclusivity Period. Seller agrees that for a period of 90 days after the execution date of this letter or such longer period as Sellers and Buyer may agree in writing (the “Exclusivity Period”). Seller will not, directly or indirectly, initiate, encourage or participate in any discussions regarding the acquisition of the ownership of the Company or any material part of the Company’s assets other than with Buyer.
5. Non-disclosure. Unless both parties consent, neither Buyer nor any Seller shall disclose to anyone other than their respective employees and advisors on a need to know basis (and then only pursuant to a confidentiality agreement), the terms or conditions of the Agreement or the Acquisition, or the existence of negotiations between the parties.
Page 1 of 3
Please sign both copies of this letter where indicated below to evidence your intent to proceed with this transaction in the manner set forth above and return one fully executed original to us.
[Signature page follows.]
Page 2 of 3
Sincerely,
DTI HOLDINGS INC.
/s/ Faiz M. Chowdhury
By: Faiz M. Chowdhury
Its: President & CEO
Agreed to and accepted this _____ day of August 2019.
STEALTHCO, INC.
/s/ Calvin R. O’Harrow 9-4-19
By: ?Calvin R. O’Harrow
Its: CEO and COO
Page 3 of 3
?
EXHIBIT B
?
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name of corporation:
WELLNESS CENTER USA, INC.
2. The articles have been amended as follows: (provide article numbers, if available)
Section 3 is amended to increase the total number of voting common stock (“Common Stock”) authorized to be issued by the Corporation to 200,000,000 shares of $0.001 par value Common Stock.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: __________
4. Effective date and time of filing: (optional)
Date:
Time:
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
X
Signature of Officer
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State Amend Profit-After
Revised: 1-5-15
https://finance.yahoo.com/news/freeze-tag-says-hallo-munzee-123000569.html
Freeze Tag Says "Hallo!" To Munzee App Update With Additional Languages
TUSTIN, CA / ACCESSWIRE / September 13, 2019 / Freeze Tag (OTC PINK:FRZT), a leading creator of location-based mobile social games, has announced a new update to the company’s flagship game Munzee. The latest update includes the addition of six new languages to the Munzee app.
The latest over-the-air update includes Czech, Danish, Hungarian, German, Dutch, and Finnish language support. It has been a priority to incorporate extended language features in the app, and the development team has been hard at work to implement these changes. Players can adjust their language in the Settings section of the app.
“Munzee is an international game with dedicated players around the world,” said Rob Vardeman, President of Freeze Tag. “This language update not only supports this hard working community, but also allows us to continue outreach to new players in these parts of the world.”
Some of Munzee’s international players also helped in the translations of the newly released languages. Munzee has a unique terminology so it was important to the company that these translations accurately reflect key components of the game.
A number of additional languages are currently in development for release in the future as well. Freeze Tag has reached out to players about translations for Lithuanian, Afrikaans, Portuguese, Malay, Russian, Italian, Spanish, Swedish, French, and Polish. The release of these languages is not yet determined, but Freeze Tag will continue its efforts to make Munzee more accessible around the world.
For more information about Munzee follow the Munzee Blog at https://www.munzeeblog.com/.
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Bravatek Updates on Significant License Vehicle Development Progress for Alliance Partners
GlobeNewswire September 12, 2019, 9:00 AM EDT
AUSTIN, Texas, Sept. 12, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Bravatek Solutions, Inc. (OTC Pink: BVTK) (“Bravatek” or the “Company”) announced that significant progress has been made to assist our Alliance partners under Bravatek’s LVD (License Vehicle Development) model.
The LVD is a three-step process: Pre-Development, Product Development and Development of the Business Model. In the Pre-Development phase, Bravatek often uses its experience and expertise to introduce the Partner to financing partners through our network of investment bankers and financial partners. Bravatek has assisted Emmet Harvest, RMA Armament, Inc. and Attacktica, Inc. to date and has more potential partners in process.
Our strategic alliance agreements now outline a referral-only fee structure in which Bravatek receives a 5% finder’s fee for any investment into an alliance partner company. If successful, the total referral fees just for three of our partners mentioned above would be $2.55 million, which using a conservation ten (10) percent pre-tax Operating Income, would equate to $25.5 Million in Revenue.
Our process is well underway, with potential investors looking at the financial, technology and management of our Alliance Partners. In addition, Bravatek is entitled to sales commissions for products or services we sell for these Partners—increasing again the cash flow of Bravatek.
About Bravatek Solutions, Inc.
Bravatek Solutions, Inc. is a high technology security solutions portfolio provider that assists corporate entities, governments and individuals protect their organizations against both physical and cyber-attacks through its offering of the most technically advanced, cost-effective and reliable software, tools and systems.
For more information, visit https://bravatek.com
Release #:812-183273-rl-1246001:
Investor Updates September 3, 2019 (posted at 7:29 PM)
FDA Update
The application was received by the FDA on August 19 and is currently undergoing initial administrative review.
As a reminder on what was submitted, the neck osteoarthritis study investigates the effectiveness of ActiPatch in reducing pain and satisfies the FDA requirement for a third ActiPatch study on a different musculoskeletal location to get general musculoskeletal clearance. This paves the way for new products and approved medical claims for the back, knee, muscles, joints, hips, wrists, carpal tunnel, tennis elbow, ankle sprains, and Achilles tendonitis.
The neck study directly compares the effectiveness of ActiPatch to that of prescription NSAID tablets. Subjects were randomly assigned either to receive the standard of care treatment, a cox-2 inhibitor (similar to Celebrex) or ActiPatch. This study shows that ActiPatch therapy is not only safer but also provides super pain relief to prescription strength drug, a substantial marketing claim.
Health Care Professionals Sales and Marketing
We are defining our US products, sales presentations, reimbursement strategy and scheduling meetings for physical therapists, orthopedic physicians, nursing homes, an orthoses and prosthetic distributor, and other health care professionals. The new wraps and braces have been designed for our review and pricing.
We had the opportunity to introduce and explain our devices unique features to the senior management of a new significant customer. The presentation went very well, and we anticipate several new sales channels to open.
We are finalizing product packaging configuration, pricing, and reimbursement coding with the largest distributor of chiropractic products in US.
U.S. OTC Sales and Marketing Partnerships
We are actively working on developing U.S. over-the-counter marketing partners.
CE Mark Renewal Status Update
Our CE Mark renewal is progressing, and we are currently conducting home healthcare electrical/electromagnetic safety testing (IEC 60601-1-11) to meet the new essential requirements.
We are continuing to work with the notified body (NEMKO/Presafe) to resolve the last few remaining items on the checklist required for the updated CE technical file certification. Additionally, we are working on ISO/MDSAP certification along with the technical file that comprises the two parts required to meet the updated harmonized audit requirements for Brazil, Canada, USA, Japan & Australia.
New Market Clearance
Our products have been cleared for market in the United Arab Emirates. We have the initial order.
Market Research
A recent published research report, Global Non-Opioid Pain Relief Device Market, 2018-2029: Focus on Application, Technology, End-user, Region, and Competitive Landscape by Research and Markets, recognized BioElectronics Corporation as a key company in the pain relief market.
Each year 50 million surgical procedures happen and 80% of patients undergoing a surgical procedure are prescribed opioids for pain management. We believe our recent FDA market clearance for postoperative pain relief will enable surgeons to mitigate opioid use.
Disclosure: This newsletter is part of the bimonthly investor update; BioElectronics Corporation will be sending out this publication on the 1st and 16th (or the closest Monday) of every month. If you have further questions, please email investors@bielcorp.com
Release #:812-182435-rl-1246001:
Status of new 510(k) - Market Clearance Application for all Musculoskeletal Complaints
BioElectronics is currently waiting for data on the last 20 patients of the cervical osteoarthritis (neck pain) study from the Principal Investigator. The Company has already prepared the necessary non-clinical documentation to file the 510(k) application to seek expanded indications of musculoskeletal pain, using the full data set cervical osteoarthritis (neck pain) study.
ActiPatch ® is already FDA-cleared for adjunctive treatment of pain from knee osteoarthritis (25 million) and plantar fasciitis (2 million annually). The expanded market clearance would allow ActiPatch to be marketed for millions of Americans suffering with a broad range of musculoskeletal conditions: back pain (42 million), neck pain (19 million), hip pain (9 million), shoulder pain (11 million), carpal tunnel pain (12 million) and many other musculoskeletal complaints.
The neck osteoarthritis study investigates the effectiveness of ActiPatch in reducing pain both in men and women and satisfies the FDA requirement for a third ActiPatch study on a different musculoskeletal location to get general musculoskeletal clearance, thus serving as a replacement for the back-pain study. The neck study directly compares the effectiveness of ActiPatch to that of prescription NSAID pills. Subjects were randomly assigned either to receive the standard of care treatment (cox-2 inhibitor) or ActiPatch. Results from the data set obtained thus far (91% of the data set has been obtained) results demonstrate that the ActiPatch is statistically significantly superior to the prescription NAID drug in reducing neck pain.
Allay® Menstrual Pain Clinical Study Status
BioElectronics has received correspondence from the Principal Investigator of the Allay study this week that enrollment for 9 remaining participants will be completed in August. As such, we expect that the results should become available within the next 3 months, since the study requires a 2 month follow up period after receiving the device.
Primary dysmenorrhea (menstrual pain) is a prevalent condition among young women, with 60% reporting monthly pain and discomfort that can negatively impact work productivity, cognitive performance, and quality of life.
The principal investigator is Professor T. Justin Clark, MD (hons) FRCOG. Dr. Clark and his team are renowned researchers in women’s health. The intended enrollment for the menstrual pain study is 60 subjects who currently suffer with menstrual pain, and the study is designed to span two menstruation cycles for each subject. The results will also be used to support a grant funding application in the United Kingdom to conduct a larger multi-center clinical study. Additional details about the study can be found at the NIH’s clinical trials listing page: https://clinicaltrials.gov/ct2/show/NCT03394547?cond=Menstrual+Pain&cntry=GB&rank=1 [show]
Sales and Marketing of Wrap, Braces and Supports
We have entered into a License and Supply Agreement with a US manufacturer of wraps and braces to include our devices in their private label knee sleeves, back wraps, and wrists, ankle and elbow supports. Their products are sold US physical therapist, chiropractors, orthopedic physicians and other health care professionals.
We are also in discussions with several other marketers of wraps and braces for the sports and retail markets. The next several months are key to obtain inclusion in the 2020 sales plans and shelf space.
The inclusion of our ActiPatch devices gives the seller the distinct advantage of being able to make specific medical claims for the treatment of pain.
Sales and Marketing of Foot Care Products
We are in an active, collaborative design phase with a leading foot care company for the redesigned plantar fasciitis (heel pain) product, which is already FDA approved. Since podiatric applications include the knee, BioElectronics is in discussions with the same company to include the new knee sleeve ActiPatch in their product line for knee pain. We anticipate getting the product on to the shelves of major retailers in 2020.
CE Mark Renewal Status Update
We are pleased to announce that the ISO 13485:2016 certification has been completed at our overseas manufacturer’s facility. We are working with the notified body (NEMKO/Presafe) to resolve the last few remaining items on the checklist required for the updated technical file certification.
As part of the CE renewal efforts, we are also working on our on-site ISO audit and MDSAP certification requirements, which will obtain and extend ISO 13485:2016 certification to five partner countries (Brazil, Canada, USA, Japan & Australia.)
The ISO/MDSAP certification, along with the technical file, comprise the two parts required to meet the updated CE mark requirements.
Disclosure: This newsletter is part of the bimonthly investor update; BioElectronics Corporation will be sending out this publication on the 1st and 16th (or the closest Monday) of every month. If you have further questions, please email investors@bielcorp.com.
Release #:812-181592-rl-1246001:
News release Monday a.m.:
BioElectronics has FDA market clearance for postoperative pain
Paul Knopick
pknopick@eandecommunications.com
Looks like someone got triggered! lol