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This stock is pink current but it still has a warning that says this stock is eligible for unsolicited quotes only per SEC Rule 15c2-11. Many traders thru banking institutions are unable to trade.
Happy to have you back SirCharge.
Nothing like a Santa Clause parade!!!
Talk to us Starlost!!!! Don’t hold back.
Talk to us Evan!!!
From NTAR
Dear loyal Nextech shareholders,
We have been inundated with three questions over the past few weeks and wanted to clarify here.
1. When is the financing closing?
2. When are the earnings going to be released with the audited financials?
3. Why has Nextech become so quiet over the past few weeks?
The answers are very simple:
1. We expect to close the financing early next week.
2. We plan to report our Q4 and 2020 full year audited financials shortly after the financing is closed.
3. We have not put out any press releases because we are in a quiet period which should end next week.
We look forward to sharing much more about our 2021 business objectives with you all very soon.
Thank you all for your support.
Is there any more meat to that rumor than when you 1st posted it??
Yes it is experimental. But read slowly and carefully. Asti did not get here in this time and this space and at this level without all the due diligence necessary to be given a NASA contract. They are Number 1 and Validated by ISO. NO one else was given this Opportunity. If this challenge which I believe succeeds .....WATCH OUT. This EXPLODES to the upside!!!!
Don't think that Japan Aerospace and German Aerospace are within minutes of offering contracts to ASTI. They could happen any day. ASTI is wll known and well positioned. Take the time to listen to
Interesting how 2025 is a key date for both the investor and the success of the mission.
BD 1 Investment Holding, LLC ("BD1") owns two unsecured convertible promissory notes with principal amounts of $10,340,000 and $160,000 ("Exchange Notes"), convertible at any time into 105,000,000,000 shares of Issuer's common stock at a fixed conversion price of $0.0001 per share. This joint filing on Form 3 includes Mr. Johannes Kuhn and Mrs. Ute Kuhn who are the 100% indirect owners of BD1.
(2) The maturity date of the Exchange Notes is December 18, 2025.
Our Sun
OUR SUN NASA's Solar Dynamics Observatory captured this view of the Sun in 2016.Image: NASA / SDO / AIA, EVE, and HMI science teams / Edited by The Planetary Society
SUN IMAGES
How Solar Cruiser Works
Solar Cruiser will hitch a ride to space in 2025 with NASA’s Interstellar Mapping and Acceleration Probe, IMAP. IMAP will study how the constant flow of charged particles coming from our Sun known as the solar wind interacts with cosmic radiation coming from the rest of the universe. This interaction creates a bubble that surrounds and protects our solar system.
Solar Cruiser will coast with IMAP and another small satellite towards Lagrange point 1, or L1, a location where Earth and the Sun’s gravity balance to create a place for spacecraft to orbit. L1 lies along the Earth-Sun line about 1.5 million kilometers (0.9 million miles) from Earth. Solar Cruiser will fly beyond L1 and use a solar sail to make its own artificial orbit closer to the Sun, but still on a straight line between the Sun and Earth as Earth revolves around the Sun. Only a solar sail can provide the forces necessary to maintain such an otherwise unstable orbit, since doing so requires constant fuel.
Solar Cruiser will then use its sail to slowly change the angle of its orbit. The spacecraft will also test out a number of supplemental solar sailing technologies, including lightweight solar panels built into the sail structure. The sail will also use LCD panels that can be turned on and off to change the direction of thrust gained from solar sailing.
Space Tech Public-Private Partnerships
The Space Technology Mission Directorate has prioritized funding opportunities for public-private partnerships to achieve NASA’s goals of expanding capabilities and opportunities in space.
These solicitations increase focus on collaborations with the commercial space sector that not only leverage emerging markets and capabilities to meet NASA's strategic goals, but also focus on industry needs. NASA's investments in industry partnerships can reduce development costs and accelerate infusion of these emerging space system capabilities. While developing the technology to enable NASA's next generation of science and human exploration missions, we will grow the economy and strengthen the nation's economic competitiveness.
Tipping Point
Through the “Tipping Point” solicitation, NASA seeks industry-developed space technologies that can foster the development of commercial space capabilities and benefit future NASA missions. A technology is considered at a tipping point if an investment in a demonstration will significantly mature the technology, increase the likelihood of infusion into a commercial space application, and bring the technology to market for both government and commercial applications. The public-private partnerships established through Tipping Point selections combines NASA resources with an industry contribution of at least 25% of the program costs, shepherding the development of critical space technologies while also saving the agency, and American taxpayers, money.
Announcement of Collaboration Opportunity (ACO)
Through the "Announcement of Collaboration Opportunity” (ACO) solicitation, NASA helps reduce the development cost of space technologies and accelerate the infusion of emerging commercial capabilities into future missions. Resulting in non-reimbursable Space Act Agreements, NASA centers partner with selected companies to provide expertise, facilities, hardware and software at no cost.
Open Tipping Point & ACO Solicitations
There are no open opportunities at this time. Please stay tuned for 2021 solicitation information.
Past Tipping Point & ACO Solicitations/Selections
January 2020 Tipping Point Solicitation:
Utilizing Public-Private Partnerships to Advance Tipping Point Technologies
October 2020 Tipping Point Selection Release:
NASA Announces Partners to Advance ‘Tipping Point’ Technologies for the Moon, Mars
More information about the 2020 Tipping Point Selections
January 2020 ACO Solicitation:
Announcement of Collaboration Opportunity (ACO)
November 2020 ACO Selection Release:
New NASA Partnerships to Mature Commercial Space Technologies, Capabilities
More information about the 2020 ACO Selections
February 2019 Tipping Point Solicitation:
Utilizing Public-Private Partnerships to Advance Tipping Point Technologies
September 2019 Tipping Point Selection Release:
NASA Announces New Tipping Point Partnerships for Moon and Mars Technologies
October 2018 ACO Solicitation:
ACO 2018: Space Technology Announcement of Collaboration Opportunity
July 2019 ACO Selection Release:
NASA Announces US Industry Partnerships to Advance Moon, Mars Technology
November 2017 Tipping Point Solicitation:
Tipping Point 2017: Utilizing Public-Private Partnerships to Advance Tipping Point Technologies
August 2018 Tipping Point Selection Release:
NASA Announces New Partnerships to Develop Space Exploration Technologies
October 2015 Tipping Point Solicitation:
Utilizing Public-Private Partnerships to Advance Tipping Point Technologies
February 2017 Tipping Point Selection Release:
NASA Establishes New Public-Private Partnerships to Advance U.S. Commercial Space Capabilities
May 2015 ACO Solicitation:
Utilizing Public-Private Partnerships To Advance Emerging Space Technology System Capabilities
October 2014 Tipping Point Solicitation:
Utilizing Public-Private Partnerships to Advance Tipping Point Technologies
November 2015 Combined Tipping Point and ACO Selection Release:
NASA Announces New Public-Private Partnerships to Advance ‘Tipping Point,’ Emerging Space Capabilities
Contact us
Nasa
National Aeronautics and Space Administration
Page Last Updated: Nov 9, 2020
Page Editor: Loura Hall
NASA Official: Brian Dunbar
Teaming With Us
Opportunities at the Marshall center are rich and varied, ranging from working with the propulsion and launch industry, to involvement with science and discovery missions, to technology development. The Marshall center’s business development and opportunity management organization actively identifies, captures and pursues new work for the center in the areas of propulsion, space transportation and launch vehicles, space systems and scientific research.
Tracking business opportunities publicized through Broad Agency Announcements (BAAs), Announcements of Opportunities (AOs), NSPIRES (NASA Solicitation and Proposal Integrated Review and Evaluation System) and other procurement areas, the Marshall Center seeks to engage in opportunities that support NASA priorities. We pursue teaming arrangements and active relationships with potential business partners on new initiatives.
Briefing Us on Your Capabilities
The Marshall Center has forged solid connections with innovative companies, laboratories and academic institutes across the country and around the world. We enjoy responsive, mutually beneficial relationships with organizations in a broad range of scientific and technological fields. To support our mission, we are seeking to team with industry and other government agencies to ascertain areas of shared interests in product development and/or application. Briefing us on your capabilities will help us understand who you are, what you do and what products you offer that would be of mutual benefit.
If you have a complementary area of technology or research to support Marshall’s missions and core capabilities, we look forward to hearing from you.
Joint Development
To create broader opportunities for technology and product development, as well as capturing new work on behalf of the center, we may enter into a joint development agreement with companies, agencies or individuals. Such arrangements are used when a product or intellectual property is developed between those parties, resulting in cost-shared partnerships of mutual benefit to NASA and our partners. Such initiatives involve not only the development of new technology, but often leverage existing technologies.
Bid Teaming
Through teaming arrangements with well-qualified eligible alliances, such as industry, NASA centers, academia and other government agencies, the Marshall center actively seeks to bid competitively on emerging opportunities for new work.
Strategic teaming arrangements enable both parties to combine resources to bid and capture new work. Such arrangements may involve Marshall acting as the supplier on a partner’s bid, or a partner acting as a supplier on a Marshall bid.
Contact information
Marshall Space Flight Center’s Office of Strategic Analysis and Communications
Marshall Space Flight Center Partnerships and Formulation Office
Sam Ortega
256-544-9294
Nasa
National Aeronautics and Space Administration
Page Last Updated: Mar 28, 2019
Page Editor: Jennifer Harbaugh
NASA Official: Brian Dunbar
Marshall Space Flight Center
NASA logo.svg
MSFC Aerial 2017.jpg
Aerial view of MSFC
Agency overview
Formed July 1, 1960
Preceding agency
Redstone Arsenal
Jurisdiction U.S. federal government
Headquarters Redstone Arsenal, Madison County, Alabama
34°39'3?N 86°40'22?W
Employees 6,000, including 2,300 civil servants[1]:1
Annual budget $2 Billion[1]:1
Agency executive
Jody Singer, Center Director
Parent agency NASA
Website Marshall Space Flight Center
Looks like this is where ASTI expertise will be used.
Why Solar Cruiser Matters
Solar sails are spacecraft that use large, thin sails to reflect sunlight, giving them a gentle push and unlimited fuel. They can reach unique destinations that are difficult or impossible to access with traditional rockets, and may be our best option for visiting other star systems.
Solar sails are particularly well-suited to small, low-cost spacecraft limited by a lack of propulsion options. Thanks to advances in technology miniaturization these spacecraft have grown in capabilities, just as solar sails have advanced over the years. Japan’s IKAROS successfully changed its orbit around the Sun in 2010, and The Planetary Society’s LightSail 2 demonstrated flight by light in Earth orbit in 2019. NASA’s NEA Scout launches to lunar orbit in 2021, where it will use a solar sail to fly onward to a near-Earth asteroid.
Solar Cruiser will build on that legacy in 2025 by deploying a sail with an area of 1,650 square meters (17,800 square feet), big enough to cover more than six tennis courts. It will orbit an artificial spot between the Earth and the Sun that can be used for solar science or to provide advance warning of solar storms that damage satellites and disrupt power grids on Earth.
By demonstrating the feasibility of large solar sails, Solar Cruiser paves the way for even more ambitious missions. The spacecraft will also change the angle of its orbit, showing how a similar mission could hover high above the Sun’s poles, continuously monitoring them in a way that could revolutionize solar physics.
Our Sun
OUR SUN NASA's Solar Dynamics Observatory captured this view of the Sun in 2016.Image: NASA / SDO / AIA, EVE, and HMI science teams / Edited by The Planetary Society
SUN IMAGES
How Solar Cruiser Works
Solar Cruiser will hitch a ride to space in 2025 with NASA’s Interstellar Mapping and Acceleration Probe, IMAP. IMAP will study how the constant flow of charged particles coming from our Sun known as the solar wind interacts with cosmic radiation coming from the rest of the universe. This interaction creates a bubble that surrounds and protects our solar system.
Solar Cruiser will coast with IMAP and another small satellite towards Lagrange point 1, or L1, a location where Earth and the Sun’s gravity balance to create a place for spacecraft to orbit. L1 lies along the Earth-Sun line about 1.5 million kilometers (0.9 million miles) from Earth. Solar Cruiser will fly beyond L1 and use a solar sail to make its own artificial orbit closer to the Sun, but still on a straight line between the Sun and Earth as Earth revolves around the Sun. Only a solar sail can provide the forces necessary to maintain such an otherwise unstable orbit, since doing so requires constant fuel.
Solar Cruiser will then use its sail to slowly change the angle of its orbit. The spacecraft will also test out a number of supplemental solar sailing technologies, including lightweight solar panels built into the sail structure. The sail will also use LCD panels that can be turned on and off to change the direction of thrust gained from solar sailing.
VIPER NETWORKS INC (U-VPER) - News Release
Viper Networks to Present Smart Air Quality Monitoring System as Key Part of $25 Million Health Study for Los Angeles County
2021-03-01 09:00 ET - News Release
TROY, Mich., March 01, 2021 (GLOBE NEWSWIRE) -- Viper Networks, Inc. (OTC Pink: VPER), (Company), an international leader in the LED lighting products and integrated systems markets for Smart City projects, is pleased to announce that the Company will present their Smart Air Quality monitoring system to Los Angeles County officials by March 31st.
Upon final design approval, the Company’s smart air quality monitoring systems will be serving the community of Porter Ranch to monitor methane gas levels from the Aliso Canyon Gas Facility as a part of a $25 million health study for Los Angeles County. A brief presentation will be made this week to the Community Advisory Board (CAG) and to the Porter Ranch neighborhood counsel safety committee.
With Viper Networks’ system integration expertise, the Company’s recent hardware and software engineering developments have created a state-of-the-art Air Quality Monitoring application to effectively monitor methane gas leaks from the Aliso Canyon Gas facility in the Santa Susana Mountains in Los Angeles County, California.
As one of California’s largest energy storage assets, Aliso Canyon serves more than 11 million customers and provides fuel to 17 natural gas-fired power plants. It is a critical part of the region’s energy infrastructure.
Viper Networks CEO, Mr. Shouekani, commented: “These initial Air Quality Monitoring systems will be deployed as a base for a larger Smart City platform, and more features will be added just as our intelligent LED lighting solutions has evolved with wireless MESH, sensors, infrared, cameras and video. We welcome the chance to help LA County in addressing their critical health and infrastructure needs and are certainly delighted with the increased attention and opportunities we are starting to receive.”
Viper Networks’ Apollo Smart Lights provide municipalities with the ability to control and adjust street lighting while enabling them to monitor the streets, enhance security and manage traffic; while significantly cutting costs, and reducing the environmental footprint.
For more information go to www.ViperNetworks.com or follow-on Twitter @vipernetworks
Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27A of the U.S. Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this release which are not historical are forward-looking and include any statements regarding beliefs, expectations or intentions regarding the future.
Investor Relations/Media Contact: Scott Gibson, 407.444.5959
The news today is a huge validation of the HAPS program. Japan aerospace, German aerospace along with NASA all work together on varios programs. ASTI ia at the forefront.
A must listen to. Tell me ASTI solar panels are not being tested on HAPS.
HD
Could ASTI be testing there cigs extreme here?
Alphabet and SoftBank’s solar-powered drone provides first LTE connection
1
Turning autonomous drones into mobile cell towers
By James Vincent Oct 8, 2020, 9:56am EDT
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HAPSMobile’s Sunglider aircraft during a test flight in New Mexico. Image: HAPSMobile via NewAtlas
Airborne cell towers have a number of advantages over their terrestrial brethren. They can cover a greater geographic area and be moved to where they’re needed. But while the concept is years old, the technology is still under development.
Today, though, Google’s parent company Alphabet and Japanese tech giant SoftBank announced a minor milestone in their efforts to make flying cell towers a reality, running a stable LTE connection from a solar-powered drone 62,000 feet high in the stratosphere. It was a good enough connection to support an international video call, with participants from Japan and America, including Vint Cerf, one of the “fathers of the internet.”
The test is part of a partnership between Alphabet’s Loon and SoftBank’s HAPSMobile that was first announced in April 2019. Loon, which is best known for its balloon-based cell towers, provides the communications payload, while HAPSMobile builds the aircraft.
GRID VIEW
1 of 7
In this case, that is the Sunglider: an enormous autonomous solar-powered drone designed to stay aloft for months at a time. This huge craft looks like a single massive wing, some 78 meters (255 feet) across. It’s powered by 10 propellers with a top speed of 110 km/h (68 mph). While that’s pretty slow for an aircraft, the Sunglider (previously called the HAWK30) is designed for endurance rather than speed. It will linger high in the stratosphere above commercial flights, recharging its batteries from the sun and autonomously adjusting to the changing winds.
The successful LTE test is a world’s first for a fixed-wing autonomous aircraft, says HAPSMobile. “The payload performed as planned in the demanding conditions of the stratosphere where wind speeds reached greater than 58 knots (approximately 30 meters per second) and temperatures were as low as -73 degrees Celsius,” said the company.
You can see footage of the test flight below:
Once an LTE connection was established, it was used to support a videoconference. Participants called in on regular smartphones, including Loon CEO Alastair Westgarth; Jun Murai, HAPSMobile’s external director and “the father of the internet in Japan”; and Cerf, who is VP and chief internet evangelist at Google. HAPSMobile claims the call was “high-definition” and “low-latency,” though it did not provide details of connection speeds.
In a press statement, HAPSMobile CEO and president Junichi Miyakawa said the test flight took the company one step closer to realizing its goal of creating green aircraft that can provide high-speed internet anywhere in the world.
“Watching this test flight, I was reminded of Castle in the Sky, the anime directed by Hayao Miyazaki in 1986, and how the airship in the story filled me with aspiration,” said Miyakawa. “We once again moved one step closer to our goal of building a base station that floats in the sky solely on solar energy.”
Thanks HD. I think you are on to something
SoftBank Group Corp. is a Japanese multinational conglomerate holding company headquartered in Minato, Tokyo. SoftBank owns stakes in many technology, energy, and financial companies. It also runs Vision Fund, the world's largest technology-focused venture capital fund, with over $100 billion in capital.
https://group.softbank/en
The SoftBank Group is implementing the Cluster of No.1 Strategy, a unique strategy for orchestrating the organization, building a group of companies engaged in diverse businesses in the information and technology field.
According to the 10k ASTI have sold to an Airship company on 3 occasions in the last 3 yr. Each sale was larger than the last.
Thanks NN. This is great reading. ASTI definitely has the resources to prove and develop the science to build out usable and valuable equipment. Their time has come. This year I think we see the beginnings of a massive company biuldout over the next decade.
It was my best memory. If you know better, then why not share???
Back in 2005/2006 I beleive it was over $350/share. With all the reverse splits that have taken place since then it would probably be trading in the millions or have gone thru multiple forward splits.
Very nice to see the recognition ASTI received. Thanks for sharing
Thanks for this Carter.
This is a large reason why I continued to stick with this company back then. It is no easy matter to get ISO certified. But it speaks loud and clear as to the quality of what you have and is the only way nasa, japan aerospace, tube solar, and others can really be sure your processes and products are top notch. They will be both internally and externally audited each year for them to maintain their status.
Most companies do not have the resources or inclination to proceed here. This is one of those reasons why ASTI has a great chance to succeed.
0.025 - 0.0305
Hope nobody plays into the hands of the MM and puts stop loss orders in all the way down to the gap. At some point they may force a shakeout.
Week after week such a well controlled and manipulated stock. The graph is a perfect example of those who have control. Where are they taking us???
What price do they want before they unleash the Qtr and annual reports followed by 1stQtr 2021 and then the big tell all???
Victor Lee and Bernd Fortsch are very intelligent and experienced businessmen. Between them there are some very important connections to people who can make things happen. They appear to both have some positives and negatives that together they believe may bring about huge success.
I am trying to understand where does that leave us...the little guys. Will they reverse merger and then go private taking all the patents and contracts, money etc. leaving us with a shell that is basically worthless. will they reverse merger as you suggest with Tube Solar and we all win. Will they etc etc (fill in the Blanks).
What part are we being used for or are we just a nuisance at this time. Getting a better handle on this would help to plan an exit strategy or long term outlook.
I like what's happening and want to believe all will be good for the long term but have experienced dissapointment in altruism in the past.
Reverse Triangular Merger
By WILL KENTON
Reviewed By DAVID KINDNESS
Updated Nov 30, 2020
What Is a Reverse Triangular Merger?
A reverse triangular merger is the formation of a new company that occurs when an acquiring company creates a subsidiary, the subsidiary purchases the target company, and the subsidiary is then absorbed by the target company.
A reverse triangular merger is more easily accomplished than a direct merger because the subsidiary has only one shareholder—the acquiring company—and the acquiring company may obtain control of the target's nontransferable assets and contracts.
KEY TAKEAWAYS
A reverse triangular merger is a new company that forms when an acquiring company creates a subsidiary, that subsidiary purchases the target company, and the target company then absorbs the subsidiary.
Like other mergers, a reverse triangular merger may be taxable or nontaxable depending on factors listed in Section 368 of the Internal Revenue Code.
At least 50% of the payment in a reverse triangular merger is the stock of the acquirer, and the acquirer gains all assets and liabilities of the seller.
A reverse triangular merger, like direct mergers and forward triangular mergers, may be either taxable or nontaxable, depending on how they are executed and other complex factors set forth in Section 368 of the Internal Revenue Code. If nontaxable, a reverse triangular merger is considered a reorganization for tax purposes.
A reverse triangular merger may qualify as a tax-free reorganization when 80% of the seller’s stock is acquired with the voting stock of the buyer; the non-stock consideration may not exceed 20% of the total.
Understanding Reverse Triangular Mergers
In a reverse triangular merger, the acquirer creates a subsidiary that merges into the selling entity and then liquidates, leaving the selling entity as the surviving entity and a subsidiary of the acquirer. The buyer’s stock is then issued to the seller’s shareholders.
Because the reverse triangular merger retains the seller entity and its business contracts, the reverse triangular merger is used more often than the triangular merger.
In a reverse triangular merger, at least 50% of the payment is the stock of the acquirer, and the acquirer gains all assets and liabilities of the seller. Because the acquirer must meet the bona fide needs rule, a fiscal year appropriation may be obligated to be met only if a legitimate need arises in the fiscal year for which the appropriation was made.
A reverse triangular merger is attractive when the seller’s continued existence is needed for reasons other than tax benefits, such as rights relating to franchising, leasing or contracts, or specific licenses that may be held and owned solely by the seller.
Since the acquirer must meet the continuity of business enterprise rule, the entity must continue the target company’s business or use a substantial portion of the target’s business assets in a company.
The acquirer must also meet the continuity of interest rule, meaning the merger may be made on a tax-free basis if the shareholders of the acquired company hold an equity stake in the acquiring company. In addition, the acquirer must be approved by the boards of directors of both entities.
Reverse Mergers: Advantages and Disadvantages
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By MARVIN DUMONT
Updated Mar 19, 2020
What Are the Implications of a Reverse Merger?
Reverse mergers are also commonly referred to as reverse takeovers or reverse initial public offerings (IPOs). A reverse merger is a way for private companies to go public, and while they can be an excellent opportunity for investors, they also have certain disadvantages.1?
KEY TAKEAWAYS:
A reverse merger is an attractive strategic option for managers of private companies to gain public company status.
It is a less time-consuming and less costly alternative to the conventional initial public offerings (IPOs).
Public company management enjoy greater flexibility in terms of financing alternatives, and the company's investors enjoy greater liquidity.
Public companies face additional compliance burdens and must ensure that sufficient time and energy continues to be devoted to running and growing the business.
A successful reverse merger can increase the value of a company's stock and its liquidity.
Understanding Reverse Mergers
Reverse mergers typically occur through a simpler, shorter, and less expensive process than a conventional IPO. With an IPO, private companies hire an investment bank to underwrite and issue shares of the new soon-to-be public entity.2?
Aside from filing the regulatory paperwork and helping authorities review the deal, the bank also helps to establish interest in the stock and provide advice on appropriate initial pricing. The traditional IPO necessarily combines the go-public process with the capital-raising function.2? A reverse merger separates these two functions, making it an attractive strategic option for corporate managers and investors alike.
In a reverse merger, investors of the private company acquire a majority of the shares of a public shell company, which is then combined with the purchasing entity. Investment banks and financial institutions typically use shell companies as vehicles to complete these deals. These simple shell companies can be registered with the Securities and Exchange Commission (SEC) on the front end (prior to the deal), making the registration process relatively straightforward and less expensive. To consummate the deal, the private company trades shares with the public shell in exchange for the shell's stock, transforming the acquirer into a public company.1?
Advantages of Reverse Mergers
Reverse mergers have advantages that make them attractive options for private companies, such as a simplifed way to go public and with less risk.
A Simplified Process
Reverse mergers allow a private company to become public without raising capital, which considerably simplifies the process. While conventional IPOs can take months (even over a calendar year) to materialize, reverse mergers can take only a few weeks to complete (in some cases, in as little as 30 days).3?4? This saves management time and energy, ensuring that there is sufficient time devoted to running the company.
Less Risk
Undergoing the conventional IPO process does not guarantee that the company will ultimately go public. Managers can spend hundreds of hours planning for a traditional IPO. But if stock market conditions become unfavorable to the proposed offering, the deal may be canceled, and all of those hours will amount to a wasted effort. Pursuing a reverse merger minimizes this risk.
Less Dependence on Market Conditions
As mentioned earlier, the traditional IPO combines both the go-public and capital-raising functions. As the reverse merger is solely a mechanism to convert a private company into a public entity, the process is less dependent on market conditions (because the company is not proposing to raise capital). Since a reverse merger functions solely as a conversion mechanism, market conditions have little bearing on the offering. Rather, the process is undertaken in an attempt to realize the benefits of being a public entity.
Benefits of a Public Company
Private companies—generally those with $100 million to several hundred million in revenue—are usually attracted to the prospect of going public. Once this happens, the company's securities are traded on an exchange and enjoy greater liquidity. The original investors gain the ability to liquidate their holdings, providing a convenient exit alternative to having the company buy back their shares. The company has greater access to capital markets, as management now has the option of issuing additional stock through secondary offerings. If stockholders possess warrants—the right to purchase additional stock at a pre-determined price—the exercise of these options provides additional capital infusion into the company.
Public companies often trade at higher multiples than private companies. Significantly increased liquidity means that both the general public and institutional investors (and large operational companies) have access to the company's stock, which can drive its price. Management also has more strategic options to pursue growth, including mergers and acquisitions.
As stewards of the acquiring company, they can use company stock as the currency with which to acquire target companies. Finally, because public shares are more liquid, management can use stock incentive plans in order to attract and retain employees.
As in all merger deals, the risk goes both ways. Both managers of the company and investors need to conduct due diligence.
Disadvantages of a Reverse Merger
A reverse merger can be simpler, but it also requires adherence to regulations and due diligence to be successful.
Due Diligence Required
Managers must thoroughly vet the investors of the public shell company. What are their motivations for the merger? Have they done their homework to make sure the shell is clean and not tainted? Are there pending liabilities (such as those stemming from litigation) or other "deal warts" hounding the public shell? If so, shareholders of the public shell may merely be looking for a new owner to take possession of these problems. Thus, appropriate due diligence should be conducted, and transparent disclosure should be expected (from both parties).5?
Investors of the public shell should also conduct reasonable diligence on the private company, including its management, investors, operations, financials, and possible pending liabilities (i.e., litigation, environmental problems, safety hazards, and labor issues).
Risky Stock Will Be Dumped
If the public shell's investors sell significant portions of their shares right after the merger, this can materially and negatively affect the stock price. To reduce or eliminate the risk that the stock will be dumped, clauses can be incorporated into a merger agreement, designating required holding periods.6?
No Demand for Shares Post Merger
After a private company executes a reverse merger, will its investors really obtain sufficient liquidity? Smaller companies may not be ready to be a public company. There may be a lack of operational and financial scale. Thus, smaller companies may not attract analyst coverage from Wall Street. After the reverse merger is consummated, the original investors may find little demand for their shares. Reverse mergers do not replace sound fundamentals. For a company's shares to be attractive to prospective investors, the company itself should be attractive operationally and financially.7?
Regulatory and Compliance Burden
A potentially significant setback when a private company goes public is that managers are often inexperienced in the additional regulatory and compliance requirements of being a publicly-traded company. These burdens (and costs in terms of time and money) can prove significant, and the initial effort to comply with additional regulations can result in a stagnant and underperforming company if managers devote much more time to administrative concerns than to running the business.
To alleviate this risk, managers of the private company can partner with investors of the public shell who have experience in being officers and directors of a public company. The CEO can additionally hire employees (and outside consultants) with relevant compliance experience. Managers should ensure that the company has the administrative infrastructure, resources, road map, and cultural discipline to meet these new requirements after a reverse merger.
Reverse Takeover (RTO)
By MARSHALL HARGRAVE
Reviewed By THOMAS BROCK
Updated Oct 23, 2020
What Is a Reverse Takeover (RTO)?
A reverse takeover (RTO) is a process whereby private companies can become publicly traded companies without going through an initial public offering (IPO).
To begin, a private company buys enough shares to control a publicly-traded company. The private company's shareholder then exchanges its shares in the private company for shares in the public company. At this point, the private company has effectively become a publicly-traded company.
An RTO is also sometimes referred to as a reverse merger or a reverse IPO.
KEY TAKEAWAYS
A reverse takeover (RTO) is a process whereby private companies can become publicly traded companies without going through an initial public offering (IPO).
While reverse takeovers (RTOs) are cheaper and quicker than an IPO, there can often be weaknesses in an RTO’s management and record-keeping, among other things.
Foreign companies may use reverse takeovers (RTOs) to gain access and entry to the U.S. marketplace.
1:45
Reverse Takeover
How a Reverse Takeover (RTO) Works
By engaging in an RTO, a private company can avoid the expensive fees associated with setting up an IPO. However, the company does not acquire any additional funds through an RTO, and it must have enough funds to complete the transaction on its own.
While not a requirement of an RTO, the name of the publicly-traded company involved is often changed as part of the process. For example, the computer company Dell (DELL) completed a reverse takeover of VMware tracking stock (DVMT) in December 2018 and returned to being a publicly traded company. It also changed its name to Dell Technologies.1?
Additionally, the corporate restructuring of one—or both—of the merging companies is adjusted to accommodate the new business design. Prior to the RTO, it is not uncommon for the publicly-traded company to have had little to no recent activity, existing as more of a shell corporation. This allows the private company to shift its operations into the shell of the public entity with relative ease, all while avoiding the costs, regulatory requirements, and time constraints associated with an IPO. While a traditional IPO may require months or years to complete, an RTO may be completed in just weeks.
For a company that wants to become publicly traded, reverse takeovers (RTOs) can be a cheaper and quicker option than an IPO. However, they tend to pose greater risks for investors.
Sometimes RTOs are referred to as the "poor man’s IPO." This is because studies have shown that companies that go public through an RTO generally have lower survival rates and performance in the long-run, compared to companies that go through a traditional IPO to become a publicly traded company.
Special Considerations
Unlike conventional IPOs—which can be canceled if the equity markets are performing poorly—reverse mergers aren’t generally put on hold. Many private companies looking to complete a reverse merger have often taken a series of losses, and a percentage of the losses can be applied to future income as a tax loss carryforward.2?
On the flip side, reverse mergers can reveal weaknesses in the private company’s management experience and record keeping. As well, many reverse mergers fail; they end up not fulfilling the promised expectations when they eventually begin trading.
A foreign company may an RTO as a mechanism to gain entry into the U.S. marketplace. For example, if a business with operations based outside of the U.S. purchases enough shares to have a controlling interest in a U.S. company, it can move to merge the foreign-based business with the U.S.-based business.
By CHRIS SEABURY
Updated May 6, 2020
How Do You Spot a Reverse Merger?
Many companies perform reverse mergers, also known as reverse takeovers, as opposed to other, more traditional forms of raising capital. A reverse merger is when a private company becomes a public company by purchasing control of the public company. The shareholders of the private company usually receive large amounts of ownership in the public company and control of its board of directors.
Once this is complete, the private and public companies merge into one publicly traded company.
Understanding How to Spot Reverse Mergers
There are many benefits and disadvantages to investing in reverse mergers. To be successful, you must ask yourself if you can handle investing in a company that could take a long time to turn around.
KEY TAKEAWAYS
A reverse merger is when a private company becomes a public company by purchasing control of the public company.
When a company plans to go public through an IPO, the process can take a year or more to complete, but with a reverse merger, a private company can go public in as little as 30 days.
Generally, reverse mergers succeed for companies that don't need the capital right away.
Look for companies trying to raise at least $500,000 and are expected to do sales of at least $20 million during the first year as a public company.
Some reverse mergers come with unseen circumstances, such as liability lawsuits and sloppy record keeping.
You should also learn how the merger works and in what ways the reverse merger would benefit shareholders for the private and public company. While this can be a time-consuming process, the rewards can be tremendous—especially if you find the diamond in the rough that becomes a large, successful publicly traded company.
Signals of Reverse Mergers
To be successful in identifying reverse mergers, stay alert. By paying attention to the financial media, it is possible to find opportunities in potential reverse mergers.
It is also wise to participate in opportunities that are trying to raise at least $500,000 and are expected to do sales of at least $20 million during the first year as a public company.
Some potential signals to follow if you're looking to find you own reverse-merger candidates:
Look for appropriate capitalization. Generally, reverse mergers succeed for companies that don't need the capital right away. Normally, a successful publicly traded company will have at least sales of $20 million and $2 million in cash.
The best companies for a possible reverse merger are those that are looking to raise $500,000 or more as working capital. Some good examples of successful reverse mergers include: Armand Hammer successfully merging into Occidental Petroleum, Ted Turner's completion of a reverse merger with Rice Broadcasting to form Turner Broadcasting, and Muriel Seibert taking her brokerage firm public by merging with J. Michaels, a furniture company in Brooklyn.
Advantages of Reverse Mergers
There are many advantages to performing reverse mergers, including:
The ability for a private company to become public for a lower cost and in less time than with an initial public offering. When a company plans to go public through an IPO, the process can take a year or more to complete. This can cost the company money and time. With a reverse merger, a private company can go public in as little as 30 days.
Public companies have higher valuations compared with private companies. Some of the reasons for this include greater liquidity, increased transparency and publicity, and most likely faster growth rates compared to private companies.
Reverse mergers are less likely to be canceled or put on hold because of the adverse effects of current market conditions. This means that if the equity markets are performing poorly or there is unfavorable publicity surrounding the IPO, underwriters can pull the offering off the table.
The public company can offer a tax shelter to the private company. In many cases, the public company has taken a series of losses. A percentage of the losses can be carried forward and applied to future income. By merging the private and public company, it is possible to protect a percentage of the merged company's profits from future taxes.
Disadvantages of Reverse Mergers
Reverse mergers also have some inherent disadvantages, such as:
Some reverse mergers come with unseen circumstances, such as liability lawsuits and sloppy record keeping.
Reverse stock splits are very common with reverse mergers and can significantly reduce the number of shares owned by stockholders.
Many chief executive officers of private companies have little or no experience running a publicly traded company.
Many reverse mergers do little of what is promised and the company ends up trading on the OTC bulletin board and providing shareholders with little to no additional value or liquidity.
Found it but appears to be from 2017
From another board, although cant find it there
ASTI Shareholder Meeting
Ascent Solar to host special shareholder meeting Special Shareholder Meeting to approve Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock will be held in Thornton, CO on March 16 at 12 pm.
Read more at:
https://thefly.com/n.php?id=2519544
canameel
That gap on the charts will look pretty minimal if the share price can get to $0.05 and beyond
No Offence taken. Thank you for your post
At 1:1000 it would also allow the company to dilute 100% if more funds were needed and still remain on the naz.
I hear you all and agree. Thanks
Gotcha, thanks
Most likely a 1000:1 reverse split which at todays price puts us at $7. with our shares diluted by 1000. Your price of $10-$20 is not much appreciation from here.