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What did we end up closing at? I'm on road all day and only checked iHub and TD quickly and get 2 different numbers....
Pull the case up yourself and see how silly it is:
Case Number: A-15-729430-C
Parties: Social Multi Media IP, Inc., Plaintiff(s) vs. On The Move Systems Corp, Michael MCCarthy, Dream Team Network, Panama Iphone Corp, John Thomas Cloud, KM Delaney and Associates, Vista View Ventures, Kathleen Delaney, Defendant(s)
Got in yesterday with a 12M starter position; let's see her fly today!
Jury trial already set for November 26, 2018. And Judge Andrews doesn't like to reschedule trials (see his recent June 9th ruling in Astrazeneca v. Sigmapharm denying parties' joint request to postpone scheduled trial date).
Yes, lol, agreed.
But for some silly trading, there's been nothing unexpected here. CEO doing what he said he'd do.
We're holding 5's very well in any case and now will be the time to add and take out the rest of the nervous nellies.
Great info, DBS. thank you!
No dilution as per email I just got:
Hello:
The current outstanding as of today and yesterday is 142,996,563.
Sincerely,
Olessia Kritskaia
I don't see MMs using for shorting on L2 - JIMK/POND/ASCM/BKRT/GNET/ARCA.
Are there others I'm maybe missing?
Yes of course I was here; I've been here for many many weeks.
But what did people say exactly? A (binding) LOI is just that - a document that contains the essential terms and expresses the parties' willingness to finalize the remaining details. It's a document that shows the deal is basically finalized subject to agreement on some other details. It's the big picture whereas the subsequent agreement is the small, detailed picture.
We'll see if they move from LOI to fully executed agreement. I'll have to review Texas law (assuming LOI is governed by Texas law) and see what binding effect, if any, LOIs have.
That's because they hired an IR firm (Olibri Groupo) to engage all investors since he was getting bogged down with calls and emails. Email the IR firm. Their contact was in a previous news release.
What are the signs of dilution besides, potentially, CDEL and VNDM lingering around? Why don't we just email the ungagged TA instead of speculating?
What else has really changed here? The actual acquisitions are going to take time to consummate, so what's Tecco supposed to do to appeal to impatient OTC traders? He has to release some info basically saying that they're on the right track toward closing. If he doesn't release any PR, he's a scammer. If he releases only what he's legally allowed to release, he's a scammer. Lose-lose. The only way Tecco can redeem himself according to some here is if he releases a PR confirming he's acquired every oil field asset in Texas using non-dilutive financing and this, in turn, will generate $1B in net revenues each quarter. Unreal.
Yes, true.
They first have to arrive at the total amount in damages (the quantum) that they'll all settle for. That's the tricky part, but they'll have outside experts and lawyers running through the numbers. Then, usually, the split in liability is determined afterwards. Sometimes apportioning how damages are distributed between the defendants can be handled via a mini trial in and of itself. However, if the quantum (of damages) is determined and agreed to by all parties, we're laughing. The rest won't matter. Same with if the case actually goes to trial and Chanbond wins. The damages might be assessed by the judgment and the apportionment among the various defendants dealt with separately.
You're welcome.
UOIP
Welcome! It's a concerted effort as so many on the board have provided very helpful insights.
Is everyone watching L2 certain that this is dilution? I'm at work and can't watch too much. With the intelligent way that previous notes were converted, and refinanced for that matter, I'm surprised that the company would just drop the ball all of a sudden. Keep in mind other upcoming convertible note holders have their conversion rates already set at $0.30 and $1.00.
So, here's how I generally think it works (imo ... but I need to read up more):
* there's likely to be a damages expert that will apportion the liability among the defendants; this type of expert may even be consulted for purposes of a settlement. Part of any case is to determine the damages.
* there's likely already indemnification agreements in place between the Cisco 13 causing them to be contractually obligated to cover each other for certain damages.
* Delaware appears to be a jurisdiction that recognizes modified joint and several liability among defendants. If the court finds one defendant 1% or more at fault on the infringement part of the claim, that defendant may be responsible for the entire judgment. But the defendants are entitled to contribution from one another. It seems that if Chanbond settles with one defendant prior to trial (and sings a standard release of liability), then any judgment award will be reduced by the amount the one defendant paid or the amount of liability attributed to that defendant multiplied by total damages (whichever amount is greater).
So, imo, they can't stall trial process with apportionment of liability concerns. This issue will likely be scrutinized by damages experts prior to trial and adjudicated at trial. They may even have agreements between themselves on how they'll split the liability. And they'll be inclined to resolve it because of joint and several liability which, upon an infringement finding, holds any one defendant liable for the full amount (they'll fight the apportionment part afterward among themselves if it even gets to that stage).
So, to me, Andrews doesn't seem like a guy that will simply delay the trial because parties experience various complexities in attempting to settle or complexities in apportioning the settlement amount or whatever. IMO, he'll simply say you guys had until the pre-trial conference to certify that you engaged in a good faith attempt to settle even given all the complexities of this case. The trial will proceed as scheduled. The onus will be on the parties to work overtime to get through the complexities and figure out a settlement.
Before I discuss settlement, which I hope to get to in the next post, let me refer you to Judge Andrews' decision a few days ago on June 9th in Astrazeneca v. Sigmapharm. In that case, both plaintiffs and defendants asked for the scheduled trial date to be pushed back because of the complexity of the case (complex set of facts, overseas witnesses, etc.) and the fact that the defendants had changed lawyers a couple times (and it's much harder for new lawyers to simply pick up where past lawyers left off). Judge Andrews denied their joint request. He said, given all the alleged complexities, the parties were expected to plan for the existing dates. And regarding the new lawyers ... well, they're expected to adhere to the existing schedule. Andrews = no nonsense.
Judge Richard G. Andrews recently denied the parties’ joint request to modify the case schedule, without prejudice to be renewed as directed in the Court’s order. AstraZeneca LP v. Sigmapharm Laboratories, LLC, No. 15-1000-RGA (D. Del. June 9, 2017). In particular, the Court noted that the bases for the parties’ request, the complexity of the case and the change in counsel of several defendants, should not require a continuance of the trial and pretrial conference dates. Therefore, Judge Andrews would extend the close of fact discovery, subject to the parties either expediting expert discovery or forgoing Daubert motions so that the trial schedule could be maintained.
Read: https://www.delawareiplaw.com/files/2017/06/AstraZeneca-LP-et-al.-v.-Sigmapharm-Laboratories-LLC-et-al.-C.A.-No.-15-1000-RGA.pdf
I didn't time my two buy orders properly yesterday because I was working all day and only occasionally glancing at L2; but, at this price, I guess you can't really go wrong.
I'll be watching like a hawk today and I will add toward the gap fills; if they don't fill, I'll still add and average up. This isn't the typical OTC stock; like JK mentioned in another post, we throw money at so much garbage in the OTC hoping for some exponential - but ultimately improbable - gains.
This is a different animal. It's way undervalued. A company that's got huge actual and potential revenues. A company that's just been taken over by a billionaire with a lengthy track record of buying undervalued companies and turning them around. A company that's doing extremely well in a business where it's almost impossible to do business. And they used to be trading at $2.94 per share sixteen months ago on the same share structure that exists now!! What?!? I'm betting on the billionaire owner, Johan Eliasch, taking this back to at least $2.94 per share.
TMPS!
People have to get out of the OTC mentality (i.e. short term) for this one. However, because of the importance of Markman rulings after the Supreme Court decision in Teva, this thing is primed for settlement ANY TIME. That's why parties spend so much time and money preparing for Markman hearings (many times almost as much time and resources as a mini trial). So what are the defendants going to do after losing the Markman hearing so badly here? Are they going to spend MORE time and MORE money pushing this to trial that they'll likely lose? Is that really in their shareholders' best interests? Spend more money pushing it to trial so they can not only lose (and likely have to pay a judgment amount larger than a compromised settlement amount) but also pay the winning side's costs as well?? I don't think so. Settlement coming.
Excellent, thank you for the info Ricosauve.
I could be totally wrong so take this with a massive grain of salt, but don't the derivatives (either gain or loss) result from the note conversions? For example, if a convertible note holder converts at 0.30 per share when price per share is 1.00, the company records a gain of 0.70 per share (x the number of shares converted). And vice versa?
Gave u first member mark; smart man.
RAD is currently #3 on the BOB. One day in the near future, our RAD will be at #3.
Yeah, and I guess it's really a moot point. The float is basically "locked" with him owning so much and taking direction of this company. The shares that will ultimately end up being bought-and-sold will still be minuscule.
Forbes article from the year 2000 on the CEO, Johan Eliasch.
Read carefully; it's a bit dated, but this guy has a history of turning companies around.
https://www.forbes.com/global/2000/0320/0306032a.html
Well, under the May 10th Schedule 13D, look at line 13 stating "PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)." It has Mr. Sweden's ownership percentage at 89.8% but footnote (2) states that this percentage is "based upon 11,064,664 Shares outstanding as of March 28, 2017, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2017 and takes account of the Shares issuable upon conversion of the Note."
But that doesn't seem to tell us anything. In Item 5 (a)-(b), it says "As of the date of this filing (i.e. May 10th), Eliasch and Santiago may each be considered the beneficial owner of 2,032,944 outstanding shares of the Issuer’s Common Stock. In addition, Santiago has the right to acquire up to 77,500,000 shares of Common Stock upon conversion of the Note at a conversion price of $0.08 per share. Assuming conversion of the Note in full, and assuming further that no warrants to purchase Common Stock or securities convertible into shares of Common Stock held by parties other than the Reporting Persons are exercised or converted, such outstanding shares and shares issuable upon conversion of the Note would constitute approximately 89.8% of the shares of Common Stock that would be issued and outstanding following conversion in full of the Note. Pursuant to its authority as the controlling person of Santiago, Eliasch may be deemed to indirectly beneficially own any shares of Common Stock attributable to Santiago."
So it seems all we know is that Sweden is beneficial owner of 2,032,944 shares right now. If the note is converted (who knows as it was due back in April), then he'll own 79,532,944 shares which is 89.8% of the o/s.
Still unclear to me. Does this mean that if Sweden converts the note, o/s will increase by 77,500,000? Or will there be restrictions on these o/s shares upon conversion?
Where did you get that the TMPS float is around 9 Million?
OTC Market has it at 471,466 close to this time last year and own the float website says it's under 500,000 . . . and also stated there's been no dilution.
Can someone clarify?
Thanks
Seems like 0.005s is the bottom here anyway.
I could care less about dilution here for three reasons:
1) Dilution for start-up OTC companies is almost a requirement, a necessary evil sometimes which is o.k. if it's done right.
2) The dilution here, as someone pointed out earlier, has been well-managed. I've been in other OTC plays where it's a dilutive pig and you will just keep losing money back down to triple zeros; not here.
3) The dilution here is mostly from the old company when Wilson was in charge. With the new direction under Parsons, we're in much better hands and you can clearly see that (i.e. see points 1 & 2).
Still here with my 1,153,870. Am only buying, but waiting a bit to see how low it can go. Anyone check the 10-k? How much in notes are immediately convertible? I know there was refinancing of a few notes but those aren't convertible til the fall.
Now makes sense, TY lagunarad!
I know but TD had the incorrect company name beside the TMPS ticker. Correct ticker symbol, wrong company name. Never seen that before unless this company used to be called Chart Acquisition Corp...
Thanks John for the great DD.
Ahhh .... there's the problem. Weird. So I have 2 options to choose from:
(1) TMPS (Chart Acquisition Corp) 0.141 [I assume this is the correct one although it's the wrong security name]; and
(2) TMPSW (Tempus Applied Solutions Holdings) 0.0014 [which is the one you're referring to]
I'm going with option 1 notwithstanding the incorrect security name.
TY. I use TD Webbroker (Canadian platform). Maybe there's an issue with them, although I've never run into an issue like this before.
Anyone else having issues placing bids with TD this morning? The price is listed at $0.0014.
Sorry for multiple posts, the first one that got stickied had a bad heading and some formatting problems - iHub isn't all that user-friendly.
RECENT UOIP/CHANBOND WINS and what they mean for us as shareholders.
First, you must understand that there are two complex frameworks of resolving patent disputes which co-exist (https://www.google.ca/url?sa=t&rct=j&q=&esrc=s&source=web&cd=1&ved=0ahUKEwjs2cDWtMfUAhXD1IMKHVISAEQQFggkMAA&url=http%3A%2F%2Fscholarship.law.duke.edu%2Fcgi%2Fviewcontent.cgi%3Farticle%3D6267%26context%3Dfaculty_scholarship&usg=AFQjCNHA2qv5T7IP5BHhu41-1RxqHvzCnw&sig2=EPcMfoUKCbJsQDBY2fHfdw&cad=rja):
(I) ordinary infringement litigation and declaratory judgment actions in Article III courts ("Article III Courts") ; AND
(II) administrative invalidation actions in the U.S. Patent and Trademark Office Patent and Trial Appeal Board ("PTAB").
PTAB
First, we won at the PTAB:
https://archive.is/lhgDu
ARTICLE III COURTS
Now we are en route to a win in civil court with the patent litigation. In fact, we are probably closer to receiving a settlement given the way this case has gone. The scheduled stages in the case are, chronologically, (i) Fact Discovery, (ii) Status Conference, (iii) Any Summary Judgment/Daubert (i.e. expert witness testimony) motions, (iv) Pretrial Conference, and (v) Jury Trial.
Here's why I think settlement is imminent:
OBLIGATION TO TRY TO SETTLE
Initially, for the joint submission brief, these parties were to discuss the possibility of settlement. By the time of (iv), they must specifically certify (basically affirm) that they have engaged in a good faith effort to explore the resolution of controversy by settlement (see Rule 16.3(c)(12) of the Local Rules of Civil Practice and Procedure of the United States District Court for the District of Delaware). Initially, they have to state whether there's a possibility of settlement whereas, later along in the case, they must undertake to engage in a good faith effort to settle. Despite getting smoked at the Markman hearing, it appears the Defendants haven't yet tried to engage in a good faith effort to settle.
COSTS ASSESSED AGAINST THE LOSING PARTY
Also keep in mind that the longer the case drags on, the higher the costs that can be incurred against the losing party (even if the case settles). For example, it appears that you can get a jury cost assessment against you if the case is settled less than 3 days before the scheduled jury selection (Rule 54.2). It also appears that you can still apply for attorneys' fees even in connection with settled cases (Rule 54.3).
It doesn't leave much room to play games and push the matter to trial before you settle as costs can be assessed against you the further the case progresses. I read somewhere that the average cost of taking a patent case through trial is over $2 Million per case.
CLAIM CONSTRUCTION HEARING (A.K.A. MARKMAN HEARING)
Keep in mind that there is also a pretrial hearing that the parties go through, called a Markman hearing, which was already heard by Justice Andrews December 9, 2016. As per Wikipedia: "Markman hearings are before a judge, and generally take place before trial. A Markman hearing may occur before the close of discovery, along with a motion for preliminary injunction, or at the end of discovery, in relation to a motion for summary judgment. A Markman hearing may also be held after the trial begins, but before jury selection."
In any case, this Markman hearing was very important because the issues of law are adjudicated and it basically encourages settlement, particularly in Judge Andrews' court room. If you read about Andrews (who is set to try the case if you haven't been paying attention), it appears he has the fewest patent-specific procedures and guidelines out of all four Article III judges that sit on the Delaware court. He apparently has a unique procedure for these Markman hearings. I read that "instead of having the parties file separate claim construction charts and briefs for the Markman hearing, he requires the parties to exchange their proposed claim terms for construction, exchange their proposed constructions, confer, and file a Joint Claim Construction Chart, as well as a Joint Claim Construction Brief." In other words, he gets the parties to sit down and really pinpoint what the contentious issues are. This leads to less strong-arming and taking a tunnel-vision approach with one's own case. This makes the aspect of settlement more conducive, particularly as Andrews found in favor of ChanBond after the December 9th Markman hearing (http://www.morrisjames.com/assets/htmldocuments/patent%20blog%20-%20Chanbond%20-%201826.pdf). I encourage you to read Judge Andrews' decision as he outlines how the defendants were struggling to make a case and rules against every single one of the Defendants' proposed constructions. I also encourage everyone to read the last law review article in this post under the heading "New Changes in the Law Affecting this Case" and truly see how instrumental it was for ChanBond to win the Markman hearing.
BACKGROUND OF JUSTICE ANDREWS AND DELAWARE'S DISTRICT COURT
From Law Review Article of 2016 (Do Not Pass Go, Do Not Stop for Summary Judgment: The U.S. District Court for the District of Delaware’s Seemingly Disjunctive Yet Efficient Procedures in Hatch-Waxman Litigation, Katherine Rhoades, Northwestern Journal of Technology and Intellectual Property):
It is no secret that the District of Delaware’s four Article III judges have extensive patent experience and are some of the most experienced in the country in handling patent infringement cases. The District of Delaware leads all other district courts with the most patent case filings per judge, which results in an experienced bench. In fact, Judge Andrews, Judge Robinson, Judge Sleet, and Chief Judge Stark are among the U.S. district court judges who hear the most patent cases, and they are the four judges that hear the most ANDA cases in the country.
The District of Delaware’s lack of local patent rules does not seem to have affected the district’s case efficiency or time-to-trial. Research “suggests that districts with local patent rules process patent cases faster than districts lacking such rules.” However, this research is not dispositive. Additionally, experienced judges can resolve cases more quickly. The District of Delaware has an overall faster time-to-trial - time from the day the complaint is filed to the first day of trial—than the District of New Jersey for patent cases that do not settle. While local patent rules can decrease the time-to-trial,
Delaware’s experienced bench is efficient in resolving patent disputes.
In other words, due to the venue and the fact it's being heard by Judge Andrews, this isn't a case that will be bogged down by a slow court system or, worse, be adjudicated before an inexperienced judge. Efficient venue + reputable judge = quick route to trial or settlement.
NEW CHANGES IN THE LAW AFFECTING THIS CASE
Maybe you think the Defendants will play strategic games and appeal Justice Andrews' ruling in the Markman hearing? Think again. On January 20, 2015, the Supreme Court changed the standard under which trial court claim construction rulings will be reviewed on appeal, holding that a trial court’s factual findings underlying its claim construction rulings must be given deference. Teva Pharm. USA, Inc. v. Sandoz, Inc., 135 S.Ct. 831 (2014). In a 7-2 decision, the Teva Court concluded that a trial court’s findings of fact underpinning a claim construction ruling must be reviewed under a “clearly erroneous” standard, rather than under the general de novo standard previously applied by the Federal Circuit. Without getting into the details, this means that it's much harder for the Defendants to appeal Justice Andrews' Markman ruling due to this heightened review standard from Teva which, in turn, will lead to an increased likelihood of settlement.
The impact of the Teva Court ruling on Markman hearings is discussed in this law review article (https://www.google.ca/url?sa=t&rct=j&q=&esrc=s&source=web&cd=2&cad=rja&uact=8&ved=0ahUKEwiqzpjPq8fUAhUh4oMKHeXABJ4QFggqMAE&url=http%3A%2F%2Fscholarship.shu.edu%2Fcgi%2Fviewcontent.cgi%3Farticle%3D1899%26context%3Dstudent_scholarship&usg=AFQjCNFew5ibGAhGXpmYWSsOYxJpz58gDw&sig2=yR6MLF4_zUCpgz8duodAWw)
MY OPINION
So I personally think settlement will happen soon enough. Maybe not next week, but certainly quite soon given the mounting costs, the potential to have costs assessed against you even in the midst of settlement, the fact that the Markman hearing has already taken place and the issues of law have been adjudicated in favor of ChanBond as per Andrews' order (which also has to be submitted to the jury if it gets as far as a jury trial), and the fact that Markman hearings - after the Teva ruling - are now more important than ever in patent litigation.