TLSS Is Over
just read the new filling and found this:
If the Company fails to meet the Reserve Requirement within 45 days after written notice from an Investor, the Company must, inter alia, sell to the Lead Investor (as defined in the Securities Purchase Agreement) for $100 a series of preferred stock which holds voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders
in other words, it says that if a stockholder wanted to buy more stocks and told that to tlss, if they are not able to sell him 3x their stake within 45 days, they will have to issue 100$ of preferred stock equivalent to 51% sole voting power of the company, basically they would own the company.
what happened according to:
As the Company was unable to comply with the Reserve Requirement within 45 days after written notice from an Investor, the Company sold to John Mercadante 1 share of Series C Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s shareholders (with the power to take action by written consent in lieu of a shareholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the 2020 Amendment, the Series C Preferred Stock will be automatically cancelled. The Series C Preferred Stock is not entitled to vote on any other matter, is not entitled to dividends and is not entitled to any distributions upon liquidation of the Company.
basically what i said before happened and they have to issue that amount to "an Investor". John Mercadante was given a c preferred stock (its temporal, dont worry) as a way to increase the share amount of the company.
i also found this :
The authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of TLSS by causing such additional authorized shares to be issued to holders who might side with the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests of TLSS and our stockholders. The increased authorized capital therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increased capital may limit the opportunity for Company stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The increased authorized capital may have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors did not propose the increase in the Company’s authorized capital with the intent that it be utilized as a type of antitakeover device.
So everything rounds up like this:
a. In the old bylaws of the company the first two paragraphs of this post were included to give lenders like JHDarbie more confidence and now they are growing becouse of amazon a big and intelligent player found that and took advantage of it. Therefore the managment had to do this whole anti takeover play to save the company.
b. "the Investor" whose name we dont know thanks to the filling, is someone from the management, and some time ago they sold the majority of the company and now that its booming, they want to get the majority of the firm back so the shares released in a few weeks will go to someone in the managment. This theory would explain why we saw a ton of volume this last days of shares that remained un restricted, becouse the mgmnt needed the 51% to approve this tactic of giving John the c class share and then claiming dillution to " be safe against a takeover".
Anyway, the level of credibility i have on this firm isnt certainly the one it was one week ago, sad.
greetings and take care,
its all about learning, not about money.