Yeah the company is being crushed by debt and the resultant lawsuits from non-payment of debt. With Marc not fighting the power company's suit earlier this year and the 10K saying that he has been "unable to retain counsel" in the recently filed $4.5 million suit by an uncompensated noteholder...any Canadian legal professionals out there available to work pro bono?

Plus Belleville has had two different environmental problems and is now shut down so that's going to require funds to remediate but it's not like Belleville was a cash cow anyway with a $2 million gross loss last year.

Marc did get mortgages extended but the bulk of them will come due again in the next 7 months.

The bottom line is that we knew he really needs money but he really, really needs money just to cover everything that's piled up, not including actually restarting Hamilton construction or even thinking about funds for RNG facilities.

I believe Marc has until end of day Thursday to file and preserve OTCQB status but it may be end of day Wednesday. It's 45 days from April 1st.

If he doesn't meet that deadline, the stock should drop to the pink sheets, which won't be the end of the world but trading pink along with being late with the 10K, which may bar him from filing an S-3 for 12 months, could make raising money more difficult, as if it hasn't been difficult enough already. If he can sell green bonds that would bypass any of these issues because that would not rely on selling shares but I have no idea about the chances of actually selling bonds.

From what I understand, if he misses the deadline this week he would still have another 135 days to file before trading would be essentially halted for the stock.

Maybe it is an issue with the auditor. If it's still M&K CPAS, they have 3 awful reviews on Google but those are from 7-8 years ago and they did work on the 10K last year that got filed by the extension deadline. Obviously there has been a lot of mortgage juggling going on as 3 big mortgage payments came due from August to March. I do know that the Hamilton mortgage due last August was refinanced late last year.

I'm pretty sure Marc's got 45 days to file the 10K and preserve OTCQB status but I'm not sure whether that 45 days is from the original April 1 deadline or from the extended deadline of April 16th, so he's likely still got time to get it taken care of before dropping to the pink sheets.

To try to answer your question:

In my experience the most common reasons to be this late on an annual filing where the company becomes noncompliant are shoddy work by the accounting company doing the audit, something sketchy found by the auditors that keeps them from signing off on the annual report or simply not having enough money to pay for the audit.

Susglobal used a big, reputable Canadian accounting firm until they resigned in late 2022, maybe because they had problems getting paid. That's what reading between the lines on the 8k announcing the resignation seemed to say to me.

So Marc moved to a Houston accounting firm that has some really bad Google reviews. Maybe this delay is due to the auditor not completing the job, although you'd think that would have been specified in the 10K extension filed a few weeks ago and they did complete last year's 10K.

Not having the money to pay for the audit is obviously the other possible problem. Yearly audits can cost hundreds of thousands of dollars that Marc may not have. It's unclear how much they paid last year but the yearly audit was included in the $900k they paid for accounting and tax services.

Being noncompliant with a 10K filing can cause problems, including potentially not allowing the company to file a prospectus until 12 months after they regain compliance, which could kill the chances of an uplisting if the company ever got that far. An uplisting seems a long ways away at this point but if it did get to that point, a late 10K could stymie it.

This is the fourth year in row Marc's needed an extension. He needed the full 15 extra days to file in 2021 and 2022 and 14 days last year so he's always cut it close. I guess missing the extended deadline is not surprising because when you push that limit too many times you're bound to go past it eventually. We'll see if it gets filed today.

It hasn't been filed yet. All filings are first posted on the official SEC page for the company so it will show up there before anywhere else and if it's not there, it hasn't been filed.

Susglobal SEC page:

https://www.sec.gov/edgar/browse/?CIK=1652539&owner=exclude

I thought Wainwright has been onboard for awhile and was running point on a past fundraising attempt but I could be wrong. I can't find any reference in filings so maybe it was something Marc discussed in an interview, or maybe I'm getting my companies mixed up.

Earnings probably would have if the settlements had included recurring payments. Without that, we probably need big money settlements that set the company up with cash for the future.

The Planet Microcap event at the end of the month Bob linked will be a start and good to see Jon finally making an effort at investor outreach.. PM usually uploads presentations to their Youtube so it should be available for anybody that wants to watch.

Not Bob but I think 68 cents per share is fantastic. The problem is that it was all generated by one-time windfalls, none of the settlements provided continuing licensing payments so Jon is starting from scratch again as far as revenue goes.

Can gets kicked down the road again with the traditional notification that the 10K will be late:

https://www.sec.gov/Archives/edgar/data/1652539/000106299324007587/formnt10k.htm

There's gotta be something new soon with the 10K upcoming. Susglobal's tweet last week sounded promising but it was focused on 2023. I've been thinking for months that the make or break moment for the company has to be revealed soon but time keeps rolling on.

It's due April 1st this year. Hopefully third time is a charm because this is the third year in a row where we're anticipating financing news after the 10K is filed. Deja vu all over again.

Thanks as always for the updates, Bob.

I've followed Susglobal for almost 3 years and to me this seems like the ultimate make or break moment for the company. We all know that Marc does not have the best track record raising money, that would be an understatement, but the question now is whether the substantial offtake agreement that has been signed since Bruce joined the company can be leveraged to get at least an initial tranche of financing closed. Bruce has done his job, can Marc finally do his.

You're not wrong in a sense but a simple calculation belies the difficulty of raising money in a high interest rate and cost of construction environment. I've mentioned ORGN before but that company is the poster child for how capital needs can fail offtake. They have/had more than $9 billion in offtake agreements but the stock is trading around $95 million because they can't meet capital needs for their initial large plant construction.

Marc needs $147 million to make the first RNG facility at Belleville, and presumably fertilizer production, happen. The plan has been to do that stepwise with $35 million in raises, $30 million from Green Bonds, and hopefully leverage that progress to raise the $117 needed for Belleville RNG, maybe through a strategic financing. As Horsin implied, the first tranche will grease the wheels to get the train rolling down the track.

If full funding does materialize, the stock is extremely cheap. But it's all about how you handicap the chances of the plan unfolding optimally, which is no different from most tiny, essentially pre-revenue companies.

The deadline for Oak Hill is today but finalizing agreements or signing deals could still take time and we all know that everything in business takes longer than expected. Give it a little more time. There's also the chance that Oak Hill's hitch could be extended but hopefully we'll get a PR if that happens.

The difference is that if Jon got an $80 million settlement he wouldn't press release it.

It's important to remember that this should just be the first step in a process. The plan as laid out in December was for a $5 million raise first, then $10 million and $15 million, then source the $232 million to build the RNG facilities. The key in the next few weeks will be to see how close Marc can get to the $5 million and what kind of debt restructuring can be done to add a little breathing room.

Oak Hill has until Valentine's Day to handle the first portion of the financing and to help get the company's finances in order in general so we'll if anything happens in the next couple of weeks.

Running an augur doesn't cost much. Probably doesn't determine much either.

We should know within a few weeks or so where the company is with the raise and if it's ready to take the next step with the plan.

Oak Hill's fundraising agreement expires on Valentine's day so we should get news at least around then on the proceeds generated or the raise being extended.

The difference is that the catalyst in the spring of 2022 was external with the invasion of Ukraine and resultant speculation on rising fertilizer prices that caused all stocks in the sector to pop.

This time the catalyst will likely need to be internal with a successful raise to kickstart the execution of the long-term plan.

It's up to Oak Hill to raise the money needed. They've got a couple of months and a strong financial incentive to make it happen so we shall see.

The cynic in me wonders if Jon created that website last year to bolster the doing business in Texas claim. It does prominently mention that "TaaSera has offices in Plano, Texas" on the main page. Looks like the actual Taasera company used to be located in California.

Which Taasera case's Markman claims construction are you referring to or is it for all the cases combined?

Bob, I really appreciate what you do here but maybe you should contact Jon and offer to help the company with investor relations. Jon simply posting the bare bones details on the Quest website and twitter doesn't exactly keep investors or potential investors informed.

Do you know if the $35 million is USD or CAD?

Marc talked about the financing being completed in tranches, and the slide showed potentially a $5 million first tranche, but there are $6.3 million USD in mortgages seemingly due by 3/1 (unless one or more has been extended) and $6.9 million USD in notes that need to be retired to clean up the balance sheet.

Also, do you happen to know how binding the $6.8 million commitment to the architectural firm is? Would be nice if Marc could find a cheaper option if he decides that's the more prudent path.

Something I didn't hear discussed, but I could have missed, was green bonds, loans or grants, although I don't know how applicable they would be to Susglobal's situation. I know in the US both federal and state governments offer access to grants and loans to companies in the sustainable economy.

Kevin's presentation confused me.

In the discussion yesterday it seemed to me from Kevin's comments that it would be an equity financing, and the slide shows it as an equity financing, but he said that it would be non-dilutive and would not require an increase in the authorized share cap (there are only around $4 million worth of authorized shares left at the current share price). Debt financing is the goal for the $232 million RNG capex needs but it's unclear to me the exact plan for the $35 million. The press release yesterday did mention both investors and lenders.

They can issue preferred shares outside of the authorized amount but I thought they said no preferreds yesterday. The problem with borrowing against real estate is that mortgages on Hamilton and possibly Belleville (principal was due 12/1) are now past due. I guess is comes down to how skilled Oak Hill is in raising money by 2/15.

I recorded the first 43 minutes of the call yesterday, which includes Kevin's discussion of financing, but it unfortunately cuts off right when Marc starts talking about where the $35 million will come from so hopefully Susglobal will post a recording of the entire call.

Thanks Bob, I appreciate the thoughtful reply. I'm definitely letting my position ride. It's a tiny portion of my portfolio but would provide a nice return even at a $15 million market cap.

A ton of capital is needed.

Sounds like the agreement with Oak Hill is to raise $35 million, $15 million to retire debt and $20 million to finish Hamilton and for opex. Then RNG facilities at Hamilton and Belleville will need $232 million in capex to build. Sounds to me like the plan is to raise the $35 million and then uplist to Nasdaq, where it should be easier to raise the capex. The plan is to do all this without dilution and without increasing the authorized share amount. We'll see.

My thoughts are whether settling cases can ever lead to significant paydays as the companies settling are essentially making a nuisance payment to make it go away and Quest likely has no leverage because the big boys being sued know that Quest doesn't have the funds to engage in an expensive and uncertain court battle.

Somebody has funded the company though like they think the settlements could bring big returns so I guess we'll see. Even $5-10 million in proceeds from the settlements would be huge for Quest and could ignite the share price.

Yeah it's essentially a screw like you'd use for sinking a post in your backyard but it's better than this:

23 million shares have been dished out in the last year and a half. The shares outstanding count has stayed the same from late September to the most recent reporting date of 12/5 so no evidence of notes being converted in that time but there were 3 million shares added from June to Sept so those could be it.

I think that's a good take on the situation.

It's taken me time to get up to speed. I didn't understand PTAB petitioning at first. I've linked the document history for the matter below and, while most of the docs aren't opening for me, it looks to me like Google may be trying to show how pervasive multimodal messages are and how long they've been around in an attempt to have patent 7929949 revoked.

https://portal.unifiedpatents.com/ptab/case/IPR2024-00056

Samsung's attorneys are involved.

Marc's got to get past the chicken and egg problem. In the past the financing depended on the uplist, which depended on the financing, which depended on the uplist....

There's a good chance the share price won't really go anywhere until a solid financing agreement is announced. It could, because OTC stocks do crazy things but if the share price continues to languish and financing depends on Nasdaq then do a 1 for 30 split if that's what it takes. There are plenty of Nasdaq listed companies with very low share counts and floats (although perhaps it's something Nasdaq frowns upon for initial listings because it doesn't provide room for another reverse split if the company eventually falls below the $1 minimum).

A struggling, stagnated company probably shouldn't be picky when it comes to financing options so doing whatever it takes to get the operation rolling may be the smart move.

Hopefully if there is a strategic financing a larger company won't be insistent on Nasdaq as pre-condition, as that requirement is not something I've seen before but Marc does seem to be still focused on the uplist so that makes me wonder.

Have you any docs from the Google filing, Bob?

It's not showing up as part of the Samsung case document history and I don't see anything with Google through a Multimodal search in the Texas district or nationally.

The only place I can find it is at the link below but it's a subscription and I can't see where it was filed. Maybe we'll have to wait for Pacer to catch up.

https://insight.rpxcorp.com/ptab/16675-google-v-multimodal-media-llc-ipr-of-949#overview

Great find, stone.

I wonder if it's Nasdaq or Cboe Canada that's targeted for the uplist. Peter Goldstein's website lists the NEO exchange, which is now Cboe Canada and which has listing standards that are more easily attained and provides the possibility of also listing on Cboe exchanges around the world, including the US, with Cboe's new holistic Global Listings program.

The Nasdaq would still be the better option if the financing and resulting share price movement upwards are enough but Cboe wouldn't be a bad back-up plan

It seems to me to boil down to how much credence you put into Bruce's comment in the offtake press release that the company is expecting strategic funding. Without near-term funding the company could realistically get swallowed by debt. Marc has shown that he can talk a detailed game but has not shown he can deliver and his last company never got off the ground. Bruce, however, has the experience. His Linkedin is impressive including being a Senior VP of Operations for a North American subsidiary that produced $9.8 billion in revenue last year.

But financing has to happen. A $138 million offtake is great but without facilities to generate product it means nothing. There are green economy companies right now with offtake agreements in the billions from major global corporations that can't find the funds needed to build their facilities. Granted, those are much more expensive facilities but it shows how hard it is to square the circle. If Bruce and Susglobal can find the funds, the company should be worth much more than it is today. If not, the future could be even rougher than the past.