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Read the S-1, it will contradict most of your assumptions of this. They expect to market stock in every way imaginable, including to retail investors through brokers. And the "2k minimum" is really 200 shares, a whole $1 worth.
The shares will absolutely not be restricted. That's why they did an S-1 in the first place, otherwise they'd have pulled one of those Rule 144 sales off, with the shares automatically being restricted.
There's a reason for the "broken record," and that's because it is fact that the company is selling stock for $0.005, and have 1B shares to sell. Why would anybody buy shares for more than that? It smacks against logic.
Just remember that, though the offering stock and warrants have been delivered to AGP, it is still "working in" to the market. Even if the volume from the last few days was all "offering stock" being sold (and it wasn't), it is only a fraction of all the stock from the offering. Also, the warrants will regulate the PPS if they ever get into the money, whoever owns them will likely convert and sell immediately when their price target is met. Don't be sitting on the edge of your seat expecting a fluffy PR or new video of ringing a bell to shoot the price up. Ain't happening.
Not saying that none of it went into "strong hands" (LOL, couldn't help myself), but rather that the hype about how well the road show went apparently wasn't true given the offering price, AGP's discount to that price, the full warrant coverage, and the low demand for shares since it hit NASDAQ. Good news is AGP seems to be willing to pace the flow of the shares and are happy in $3 range +/- a quarter or two.
Sheesh.
The company registered 1B shares of stock to sell at a fixed price of $0.005. Anybody that wants stock can just buy it from them cheaper than it sits in the OTC today, and why wouldn't they?
Chapter 11 was dismissed in favor of Chapter 15, so the company remains in bankruptcy proceedings and those proceedings will conclude in the US once the Canadian subsidiaries are dispositioned. The liquidation of the assets have resulted in the company being an empty shell with over $80M of debt remaining. The proceeds from the liquidation and all other sources will only give 2 secured creditors a small partial recovery, the remainder get nothing, the unsecured creditors get nothing, and the shareholders get nothing, clearly stated by the monitor in their reports to the court.
Quite a few extended gaps in employment, too. Looks like a real jewel.
Actually, I do, but that's beside the point. That last trade, it's bid and ask, number of shares (111, LOL), and price of $0.0038 is pretty easy to see. A 40 cent trade. Must be a whale trying to drive the price up to that 10 cents a share.
Last trade was 111 shares @ $0.0038. That's about 40 cents. The share price before that was $0.0035, and the bid for that last trade was $0.0035. That's some big time paint applied to the tape for the closing price.
Did someone really make a 40 cent trade to paint the tape up 3 ticks?
LOL
That move from $0.17 was on the OTC, where hype and fluff result in absurdly overpriced stocks. This is on NASDAQ, performance counts.
Please reread. That explains why there are consultant fees in the forecast, and nothing more. It was not a forecast of the sale of the company, that's a false narrative to sell stock in an empty, debt ridden shell.
After that 9th report, the 10th and 11th state directly the company has not sold, nor do they expect it to sell, since nobody in their right minds is going to take on the massive debt of a shell that has no source of income. That would be stupid.
Nope, that's false.
Still have shares in your account?
If so, the company has not sold.
Are the shareholders responding to an offer of tender for the shares?
Nope, so the company is not being sold.
The monitor was explaining a line item on the forecast sheet for cashflow, namely the costs of consultants, and nothing more.
Still have shares in your account?
Yes?
Then the company has not sold.
Still have shares in your account?
Yes?
Then the company has not sold. Period.
A JV with a local HVAC installation and service business. What in the world would ANDI have to contribute to a JV with an HVAC contractor? This doesn't give ANDI any particular inroads to the ongoing business of that contractor, they'll continue as they were, just to whatever side endeavors this "venture" is going to do.
I smell another pump, wonder who wants to sell stock?
Still have shares in your account? That means the company has not been sold. They'd have to buy the shares to buy the company. That's how it works.
The monitor has stated directly that no transactions have occurred nor are anticipated involving the shares. They'll be cancelled once the bankruptcy proceedings are concluded.
And within that process the shareholders have been addressed. The monitor has stated the proceeds from all sources, including the liquidation of the assets, only provide a small recovery to 2 of the secured creditors. The rest get nothing, the unsecured creditors get nothing, and the shareholders get nothing. They stated that directly so that shareholders know they're going to lose 100% of their investment in thist stock.
You are overlooking the obvious state of the company at the end of the CCAA when it transfers back to the US bankruptcy court:
Empty shell
Over $80M of debt
No operations
No sources of income
The only narratives that lead to outcomes other than remaining debt and equity (the shares) being discharged by the judge and the company ceasing to exist, as has happened every time with a company in that state, are patently false.
I've been watching for more disclosures, something appropriate for him to be able to sell stock. I wouldn't be surprised if the CEO didn't believe all he had to do was buy a shell, RS out the old equity, and then just start selling in the market, figuring out later that the SEC was going to want audited financials for 2 years in order to do that (that pesky thing about making sure investors know what they're buying into). Financial reports would likely show this company isn't worth investing in.
Well, again, it isn't up to the judge to go perusing through websites, both parties will present their cases, and the judge will use the law to choose a winner. Jason, as the plaintiff, must first present a compelling case, something beyond "I tried to find these guys, but they didn't reply," that the shares are not owned by this other company even though the corporate financial documents say they are. That isn't easy since the "merger" is so dated and LDSR was adrift for a few years before being commandeered by Alessi.
This is only a "big deal" if Jason loses his case, those shares are currently not floating around in the market impacting the "supply" side of supply and demand when some new article on blockripple inspires people to move stock. Put another 1.5B shares in the hands of this Chinese company (or the unscrupulous lawyer who has set up as their representative), and those shares will be sitting on the ask waiting for someone to stumble in.
Well, I don't think the judge will look @ Bloomberg for information.
Somewhere on the board I posted that I believe the whole thing back in 2008 was the typical Mirimar OTC charade scam, merging in a company from "over there" and pumping out PR's to sell stock. The problem is when the scammers do stuff like that, they do tend to draw up legal looking documents that might pass muster for an action like that which might show that the merger and the share exchange did, indeed, happen. I wouldn't put anything past that group or any lawyer that was ever associated with them to dig out stuff like that to present to the court. The other thing is it is Jason's burden of proof, and those shares have been on the books for a few years. Just reconfirms that he really mucked this shell acquisition, it was a mess with this issue and the toxic note, surely not the kind of CEO to invest in.
One other note, the company's lawyer can defend this in court, not sure why we're saying anybody from the company has to show up.
20.7M shares sold @$0.0005 and $12 spent to show the close @$0.0006.
Nothing like it.
Hubei Chuguan merged with LDSR in 2008:
http://averagejoespicks.blogspot.com/2008/12/land-star-inc-ldsr-completes.html?m=0
And here's some history of Alessi getting control of the shell:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=141899178
These proceedings will pay a small fraction of the secured debt, and none of the unsecured debt or other liabilities.
Take heed, shareholders get nothing, and will lose 100% of their investment in this stock.
https://www.investopedia.com/ask/answers/06/bankruptpublicfirm.asp
LOL
"Massive speculation!"
No, it isn't speculation at all.
This company is an empty shell with massive debt that it has no operations nor sources of income to pay.
What happens to companies in bankruptcy proceedings with massive debt and no money to pay?
The judge discharges the debt and the equity (the shares) and the company disappears. Every. Time.
"Safety" isn't found in the PWC documents, they've been very clear, all anyone needs to do is read the last 2-3 monitor's reports. All the "safety" is constructed through little snippets, parses, and word games while ignoring the whole of the documents and their direct meaning, and it's all done in order to shift the stock onto new bagholders.
Shareholders will lose 100% of their investment in this stock.
Only 80k warrants moved yesterday, though that may be a function of the PPS. Still, while the math is easy to see how they can profit though shares appear below their cost, it is also hard to see if demand for the warrants is so low. Of course, that reflects a lack of confidence in the PPS going up to where those warrants are "in the money."
The move to $3.04 was nothing more than the typical OTC play moving on hype and fluff. And, just like those typical OTC plays, it didn't stick. All this history of what the PPS did in its spikes is irrelevant, and real investors, people who do proper due diligence that includes consideration of what the company actually achieves, know that.
The company is on NASDAQ, for now, and will have to perform. There's no way a fluffy PR about the latest "partnership" program the CEO has found and filled the forms out for will move the stock appreciably. It will be a rocky road until real revenues (above those that were purchased in the SC acquisition) and growth are delivered. Until then, enjoy the free haircut the CEO has given the faithful longs.
And why would anybody care what the price action was? It's currently less than 1/2 of it's post-RS price now that the dilution has begun. Those that might have bought some of those shares @$17+ are probably wondering where all the institutional investors that were going to run this up to a $2B market cap are.
No, that note was not included, the only notes included (along with the associated equity purchase agreement and security purchase agreement) were the newer ones entered into in February of last year.
There are 2 listed as outstanding as of the last quarterly, and only the 2nd of those was included in the restructuring:
https://backend.otcmarkets.com/otcapi/company/financial-report/204208/content
Yeah, and as has been stated several times, the NASDAQ investor will check the books, and VERB's are horrible. The "disruptive tech" stuff is fluff made for the OTC, there'll have to be some real live revenues, growth, profit, for VERB to stick on NASDAQ. I've seen several waiting for a new round of hype/PR's, but that dog won't hunt on NASDAQ.
Interactive video is not nearly new, it's been around for years, way before the CEO tried out for American Idol.
They stated directly the DIP lender had been paid off, now, didn’t they. They did not say directly that KERP had been paid because it hasn’t, not a single penny. Know why? Because the secured creditors have not been paid in full as the requirement of the program and the judge’s order states directly.
And whatever the monitor meant by “amounts owing that are subject to the KERP charge,” it does not mean what you’re suggesting. That is fact.
It does not.
There's this weird sentence the monitor made that "amounts owing that are subject to the KERP charge have been paid," and Herculean efforts made to say that means all the secured debt has been paid (along with the KERP), but that is patently false, the secured creditors are hardly getting any payments at all. The secured creditors get paid in full in cash in order for a KERP payment to be made, and they haven't. That's undeniable.
VERB is not undervalued whatsoever, not even close. 4 years of selling stock and revenue from their signature products was $32k and the path looks like it won't be any better for the majority of this year, if not more.
When does the board approval for the other RS expire?
And, your logic, not mine, would suggest that all those folks, around $40M worth of debt, have been paid in full somehow with $4.3M. Must be like that fish story I remember from Sunday school.
Whatever the monitor meant with that wording "amounts subject to the KERP charge," they did not mean the secured creditors have all been paid (heck, they were still arguing over the crumbs a couple weeks ago) and did not mean the employees were paid their KERP bonuses, because they weren't.
If there is any interest in the facts, then click those two links for the motion and order for KERP, and especially pay attention to the subordination of the KERP payments to the DIP lender and all secured debt on the page # I referenced. Further, all anybody has to do is look at the cash flow sheets included in the monitor's reports to see there has never been a payment made for KERP.
Wow.
Has to sting a little.
Reading through, they expect $18M if the over-allotment isn't exercised, and will pay SC $15M of that, pay the "loan shark" $2M, leaving $1M to pay for all that neat and groovy stuff that's supposed to wrap up and launch in Q2. That means no revenue in Q1 (not surprising, since the CEO has been working on the stock and apparently not the health of the company), none in Q2, and maybe a little in Q3. And, yes, I know that SC business will show their revenues in that period, and that's fine, but SC was a stretch as a $25M business/market cap.
If there is growth in Q3, it won't be seen by NASDAQ investors until mid-November. That will sink in one day.
No, it isn't incorrect at all.
Once this completes in CCAA, after the checks are written and those creditors get their partial recovery, the proceedings return to the US bankruptcy court. What will be returning is an empty shell (it is, and there is no denying it) that will still have $80+M of debt and no operations nor sources of income to pay any of it. That bankruptcy judge will discharge the remaining debt and the equity, and the company will cease to exist. That's what happens. Every. Time.
And all this fluffy stuff about NDA's being used to keep some transaction for the empty, debt ridden shell that is so lucrative to pay off all that debt and give shareholders some recovery away from view is pure BS to sell stock, nothing more. Every upcoming process or transaction has been disclosed, and when there was an NDA or a court seal to keep some detail of those from being immediately disclosed, it was stated in the appropriate documents. The bidders signed an NDA to get access to the document room, the bid sheets from the liquidation were sealed until the sale was approved by the judge, etc., but those processes and transactions were otherwise well known to be happening.
The KERP program was approved by the judge, and a version of letter was sent to the employees who were in the program. A payout of KERP required that the DIP Lender, Comerica Bank (on behalf of the Sr. Secured lenders, Mitsui & Co., Ltd, "Her Majesty the Queen," and BDC Capital be paid in full in cash. The proceeds of the liquidation were grossly inadequate for that, so no payments were made for the KERP, ever.
The motion that set up the KERP is here:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-015_071818.pdf
The judge's order approving it is here:
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-019_071918.pdf
The judges requirement of the secured creditors being paid in full is on page 12 of the judge's order, presuming there's anyone seeking actual facts.
No, the $125k note was not included in the consolidated note, only the ones entered into in early 2018 were consolidated.
The last disclosure that gave status of the $125k note showed $50k converted into 1B shares with $75k outstanding balance (1.5B shares left).