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New warrant terms issued today in SEC filing. Effective price is now 7.9 cents per share, plus company pays a 13% commission on the funds (plus even more warrants).
Grip's suggestion of 10 cents as a trading price may have been generous.
What about this footnote?
The reported securities are included within Units purchased by the reporting person in a private placement directly with the Company.
Seems like a purchase to this pinhead.
Getting closer here?
The investigations and any related legal and administrative proceedings could include a wide variety of outcomes, including the institution of administrative, civil injunctive or criminal proceedings involving the Company and/or former executives and/or former directors in addition to Mr. Pourhassan, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs and/or referral to other governmental agencies for other appropriate actions.
How about Mulholland in December 2020? 1.8 million shares at $5.65
Best trades ever. I'm jealous!
The use of the word "before" in this context means Merriam Webster definition #2:
(2)
: in the presence of
It has nothing to do with time.
The use of the word "transaction" in this context is also tied to Merriam #2:
2
a
: an act, process, or instance of transacting
It has nothing to do with a transaction with a third party
Hi Trdg - you bring up a good point. I think 3x gave a good answer with specifics. But, I will give a more broad answer, which really lies at the absolute heart of the CYDY saga:
The reason many are unsure about Pestell (and some are willing to give him the benefit of the doubt), is that most have finally realized that 100% of what NP said was unreliable.
He was unreliable when he welcomed Pestell aboard, agreeing to the massive stock purchase price. And, he was unreliable when he terminated Pestell. We have no idea what to believe, but the best option seems to be to choose against the most recent thing that NP did.
(And, please.....no one jump in and say that "NP didn't engineer the Pestell deal." NP engineered everything.)
After more research, I learned that a director can't be "voted out" unless there is competition for the seat, per CYDY policy.
CYDY follows an older method, which is not uncommon for OTC and smaller stocks. This is from the last proxy statement.
"The six nominees for election as directors at the Annual Meeting who receive the highest number of affirmative votes properly cast will be elected, provided that a quorum is present at the Annual Meeting. Stockholders are not permitted to cumulate their votes for the election of directors. Votes may be cast for or withheld from the nominees for election as directors listed below as a group, or for or withheld from each individual nominee. Shares that are not represented at the Annual Meeting, shares that are withheld, and broker non-votes will have no effect on the outcome of the election."
Nine in 10 S&P 500 companies now follow a policy that directors who do not receive support from 50% of voters are not re-elected or are expected to withdraw.
https://www.cii.org/majority_voting_directors
The 10q is due around October 10 and the annual meeting announcement will likely come between now and then.
Prediction: Kelly will either not stand for re-election, or will be voted out.
Maybe the are getting ready to file a new s-3 for sales to the public and they realized that this one should have been withdrawn long ago. This one is so out of date, it would have needed so many major amendments (e.g. no CEO, new president, FDA hold (and perhaps now lifted!?!????), new directors, etc.)
I'm guessing that the FDA hold is recently lifted and will be announced Tuesday or Wednesday. Would be quite interesting if they also filed a new s-3 with plans to sell shares to the public. That would be a fun one-two punch!
A new 10Q is due on October 10, I think. Annual meeting likely to be announced soon also. Usually happens around the end of October, I think.
This is from the bottom of page 2 of the CYDY s-3 filing (underline added):
We are registering the offer and sale of these Shares pursuant to certain registration rights granted to the selling stockholders. The registration of these Shares of common stock does not necessarily mean that any of the Shares will be offered or sold by the selling stockholders. The timing and amount of any sale is within the sole discretion of the selling stockholders.
The assertion that individual shareholders listed in the s-3 "have made their intentions known" is wholly incorrect and should be retracted. Individual shareholders are NOT ASKED to make their intentions known in the process of the company filing an s-3.
Incorrect. The filing of the s-3 has nothing to do with this investor's intentions. He merely bought stock in an offering with registration rights.
We should accept the explanations of people like myself and I-luv-cydy who have participated in these offerings and have been listed in s-3 filings. We know how it works.
I_luv_cydy is 100% correct on this matter.
Look CYDY has enough real problems to fill a book and a chat board. We don't need to make up additional stories.
If the s-3 is declared effective, there will be a lot of shares that will be eligible for sale. A whole lot. But the individual "sellers" listed will each make their own decisions and have not represented that they intend to sell the shares.
Google says that this form is:
SEC Form 424B3 is an amendment form that the Securities and Exchange Commission (SEC) requires companies to file if they wish to change, amend, or add information to their registration prospectus without altering the prospectus in original form.
So, it is basically a modification of the information provided a few days ago. I'm not sure how to figure out what they changed. It might be interesting. (Maybe they added or changed "selling shareholders" or some of the disclosures? I'm not sure.)
But, absent any understanding of what changed, this seems to basically be the same information that was filed a few days ago in the S-3.
Not to pile on...but almost all of the $123 million in debt is past due. All of the Amarex, all of the Samsung and just about all of the Fife.
I'm not a betting man, but I think we can safely assume that the rent is past due, along with the Netflix subscription.
Can't (and won't) argue with that. CYDY, the Teflon Bull. Who woulda thunk it!
This is from the most recent 10Q:
As previously disclosed in the Form 10-Q for the period ended November 30, 2021, we identified an error that resulted in revisions to additional paid-in capital and non-cash inducement interest expense beginning in fiscal year 2018 through the three months ended August 31, 2021. The error relates to a pre-existing model used to calculate non-cash inducement interest expense designed to calculate inducement interest expense specific to modification of a warrant term (e.g., extension of the term or modification of exercise price) without settling the instrument. However, starting in fiscal year 2018 and to date, inducements have been primarily structured to be a settlement of the warrant, not a modification. We believe the failure to identify these errors on a timely basis resulted from a material weakness related to the evaluation of complex accounting issues due to staffing constraints and lack of technical expertise. In connection with the identification of the material weakness in our internal control over financial reporting, we continue to evaluate, design and implement controls and procedures to address this weakness. In recent periods, we have entered into consulting arrangements for external resources and have hired additional personnel with accounting skills to strengthen internal control over financial reporting, specifically in the areas of technical accounting and financial reporting.
This is from the 8-k last week:
During the preparation and audit of the annual financial statements as of and for the fiscal year ended May 31, 2022, the Company concluded that a material error was identified in how the Company was accounting for common stock issued to settle certain convertible note obligations dating back to fiscal year 2021. The Company had been accounting for these transactions in accordance with debt extinguishment accounting. However, although the contractual terms did not explicitly describe the transactions as induced conversions, the transactions should be accounted for as induced conversions rather than extinguishments of debt and are therefore subject to induced conversion accounting.
The disclosures are substantially different and cover different time periods (the first goes back to 2018, the second is only back to fiscal 2021). Conclusion: The disclosure last week was on a similar, but different, technical accounting issue, and has more significant ramifications on the financial statements. Hence the dramatic, "...no longer rely on our previous financial statements."
The difference this time is that they are disclosing the material weaknesses. Apparently, in the past, they knew about such weaknesses, but didn't disclose them.
So, all is good in CYDY-land. No cash, but shares coming.
10k is late, but all is disclosed properly.
Financial statements are unreliable, but, again, issues are disclosed properly.
Nothing to see here! (Except the stock is up around 300% in the past month)
Minor correction: 4.82 million shares. Weighted average price 3.27 Gross proceeds: $15.74 million
April 30, May 1 and May 4, all in 2020.
The Edgar listing indicates that the "jurisdiction of Incorporation/Organization" is Delaware. You might check to see if you can find Delaware records.
The fact that the company address in CA doesn't necessarily mean that they were established in CA. They probably should have some sort of local business license, but maybe it isn't surprising that they aren't registered with the CA Secty of State.
BUT, I would expect to see the Delaware registration.
Hi Misiu - (and also replying to JPG) -
"Fraud" is a strong word to apply to the HIV trial. I prefer to say that that trial is/was "fatally flawed" in some way. I don't think LL is "approvable" based on that trial, and I have strong doubts that the BLA will ever be submitted. I mean, really, it has been about 4 years and they are still citing a data conversion issue? Of course, I don't know the specific problems, but I think they stem from the small number in the trial and the "blending" of other trials and doses to document the safety. Just too "non-traditional" and complicated to get the approval.
My "proof" is quite simply the fact that they haven't been successful yet after four years. They could have spent a full two weeks on every single patient's data in this time to make it perfect. This has been going on for a lot longer than the pandemic. For all the hand-wringing about "saving lives," they could have helped themselves simply by getting this data organized. Since they didn't/haven't, I have concluded that it likely isn't possible.
I do not doubt that LL works really well for some people. I do doubt that the team knows exactly why or how. My "proof" is their inability to design a trial of sufficient size and rigor to definitively hit p-values with the entire population.
But, in summary, yes, I agree with the original poster that the HIV trial will not yield an approval, and perhaps not even a submission.
I think this post is the ultimate truth about the HIV BLA. If you believe this, the rest makes sense. And, the info we have points to the likelihood that it is accurate. (No opinion on the Suvarov portion of the post.)
With a new financial auditor in place and a clinical hold on trials, I suspect nearly 100% of the inventory will be removed from the balance sheet. There is no visibility on product marketability, which is a key requirement.
I'm pretty sure that Kelly's salary was reduced a lot at the shareholder vote last November. Along with NP's salary. Just from memory, I think it might be in the $400,000 range.
So, SK is no longer earning $3 million per year (most of which was in options and stock in the first place). His actual salary was never close to that amount.
That said, he should be terminated yesterday.
Today's filing was interesting. Listen to what the company is saying. See these quotes from today's report. Make decisions based on this. They gave plenty of information in the last few weeks that this announcement was coming right now.
This is from today's SEC filing: Also, less than one-tenth of one percent of the 1,000,000,000 shares of common stock authorized for issuance under our Certificate of Incorporation remain available and unreserved for issuance as of the date of this proxy statement.
Further reading from today's filing says that they are going to issue shares that have been reserved for other purposes to pay bills right now. They aren't even waiting for approval. In addition, the Board has directed that a total of 22 million shares of common stock, previously reserved for issuance under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”), be made available temporarily for use in equity financing transactions, with availability of such shares for equity awards under the 2012 Plan to be restored upon approval of Proposal 1.
And, it wouldn't be CYDY if the BOD wasn't going to reward itself for the sacrifices they are making! The Board has approved the future grant of an equity award to each nonemployee director of the Company with a grant date fair value of $100,000, as compensation for services during the fiscal year ending May 31, 2023, subject to approval of Proposal 1 by the stockholders at the Special Meeting and restoration of the reservation of 22 million shares of common stock under the 2012 Plan.
I agree, a merger or partnership may be announced soon.
What do you think the CYDY valuation will be in such a deal? I think it will be 60 cents.
Yes, Samsung will make a move. In the real estate world, it is called foreclosure.
To be fair, HGEN did do a 5 for 1 reverse split!
Signed,
A pathetic shareholder
CYDY closed at $3.02 on October 6, 2020. So, if someone invested $200,000 that day, it would now be worth $28,145.70
Just sayin'
Would be interesting to hear how IncellDx investors did on their convertible notes someday.
Interesting LinkedIn post from three attorneys that write about the recent FDA admonition to CYDY.
https://www.linkedin.com/posts/dara-katcher-levy-3bb0091_fake-news-fantastic-claims-and-where-to-activity-6905534436201619456-Q3rf?utm_source=linkedin_share&utm_medium=member_desktop_web
The post links to a blog entry. The blog also provides commentary and context on the "first FDA letter."
I don't have proof that Welch sold more than half his shares, but here is proof that he sold 3.35 million shares (about 25%) between October 2, 2020 and December 18, 2020. Prices range from $2.50 to $5.
He left the CYDY board on Sept 30, 2020 (I think). These Rule 144 sales occurred shortly thereafter.
https://buyersstrike.com/wp-content/uploads/2020/12/12350.pdf
NP sold his stock (4.82 million shares) at a weighted average price of $3.27.
About 5x current levels.
I thought that might be the "Hail Mary" that CYDY has been praying for. But, then I saw that it was 53 weeks old, not one week. Pestell as an author....that is ironic.
It shows real weakness by CYDY that they were unable to post the bond, and need an extension.
I'm not sure if the dismissal of NSF International, without prejudice, is a full victory. It is clear that CYDY selected the incorrect affiliate, but there are multiple affiliates with similar names, so they might be able to file against the correct affiliate. Or, not.
Thrifty -- all appearances are that it is what it is. They need to put up 6.5 million cash for a 6.5 million bond. Why such onerous terms? Because they are behind on all of their bills and the surety bond companies are not willing to extend them one iota of credit.
This sounds harsh, but we are just reading what CYDY wrote themselves in a 10Q just a few days ago.
Remember, Amarex and Samsung are the two largest creditors (combined, over 65% of a/p from memory). They are way behind in payments to both.
Of course, Fife is also a major creditor (of a different type) and they are also deferring most of the payments due to Fife (again, documented in CYDY's own words).
Applying "typical" business standards on surety bonds to CYDY's situation is just not appropriate at this time.
This is not accurate. We know nothing of how many individuals have purchased the $11 million so far. These shares are not registered and therefore not easily sold. And, the $6 million in commissions is a maximum figure based on raising $55 million (or so).
These fundraising terms are not ideal, but they are also not as bad a represented in the earlier post.
If folks believe in the company, then these terms likely do offer a discount to current price (not clear how much) and also warrant coverage (likely 25% to 30%). They also come with a lock up period and unregistered shares.
Ops, I have been enjoying the discussion about sales of the private placement securities. I generally agree with your position. Clearly, you are correct from a legal standpoint.
I bought many of the private placement shares years ago, and have been selling them the past couple years. They were all held at Schwab. When I sold them, it was always marked as a "short sale" while I waited for Schwab to work with CYDY to clear the restriction and clear my trade. Took 4 or 5 weeks for the process to complete. I think much of the "short volume" folks are concerned with is similar to mine. Not truly short volume.
One area where I think I differ with you, and would like your opinion, is with Fife trades. I think Fife does sell his shares immediately. Technically, they may be "sold short", but they are getting purchased by small retail. This should be illegal and is similar to the existing SEC complaints by Fife. But, he must have found a workaround.
I'm pretty sure that Fife is sophisticated enough that he has methods to sell and/or hedge his shares. NO WAY he is taking six months of risk on those shares. I'm not sure exactly how he is doing it. But, I'm positive that he is. (In many cases, CYDY has been able to immediately register his shares, but lately that seems to have been more difficult).
Great post. The rare post here that sees both sides of the coin.
Black Ops, you are getting to the crux of the matter. We need real fund raising and soon.
When the stock was at 2 dollars, I was begging for a big raise at a discount. Try to get 200 million in the door. Get management back in control, instead of Fife or other creditor deadlines.
NP has always been unwilling to bite the bullet on this. He was right when the stock was 30 cents. He has been wrong ever since early 2020, when the stock went above 2 dollars.
The insistence that his "minimal dilution" strategy was the way to go will end up being the downfall of this stock. Not only was it never minimal dilution, he is now stuck in a scenario where he simply cannot raise money.
Cash is king. Lesson 1. He skipped that class.
Black Ops - would you like this deal:
Let's approve the 200 million shares AND remove NP as director/CEO AND elect a board that is 4 out of 5 independent (I guess we leave Kelly there for now).