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Raw: I'm guessing no. They are not partnering with an investment banker, they are partnering with a venture capital firm.
see my #12920.
The end result is that either way it is a reverse split. However, in reality, if #1 passes, it is not a reverse split. It is a merger with a new company, and they issue new shares. But it has the same effect.
I put the coffee pot away when I pulled out the beer.
My bad on explanation. You get to vote on all three in the proxy, but if #1 passes, they won't bother with your vote on #3. Can you imagine the confusion if #1 and #2 and #3 were all to pass?
Raw: if #1 passes, you don't get to vote on #2 or #3. What is so hard to understand?
Raw; They don't have to do a reverse split if #1 is passed. When they reincorporate, they will be at 25,000,000 shares, and each shareholder will be issued new shares, 1/4 as much as they had before. If in the old UWNK you had 10,000 shares, with the new UWNK in Delarware, they will issue you 2,500 shares. See pages 7 & 8. Bottom of 7, top of 8.
you'll have to explain that to me.
"1. To approve the Reincorporation of the Company under the laws of the state of Delaware pursuant to the Merger Agreement, to be executed by and between our Company and New uWink, and all transactions and developments contemplated thereby. If approved, the Reincorporation and Merger will have the effect of the actions contemplated by Proposal 2 and Proposal 3, and no further action will be taken at the Meeting with respect to such Proposals; "
The statement also says that if #1 is passed, then no further action on proposals #2 or #3 will be taken. It is not necessary as #1 is all encompassing of #2 and #3, as well as the reincorporation/merger.
Budge: you are right about #1 passing, no need to vote on #2 or #3. However, if #1 doesn't pass, they can still pass #2 and #3. #2 and #3 do not deal with the merger and reincorporation. So if the shareholders were dead set against the reincorporation of #1, they could still vote for the reverse split and increase in authorized shares
Clear: It's possible, though highly unlikely, that proposals # 2 & #3 could be passed, and not #1. So maybe 2 could be passed. But highly unlikely.
You're essentially correct in that most of the damage is done on a selloff the first couple of days after the announcement. But I was trying to point out that there has been no announcement yet. Just some people found the SEC filing and posted it on the message board. That's not an announcement.
Hussler: we may not know the final outcome on that for a few weeks. I haven't received a proxy yet, which would have all that stuff on it. Given that they never PR'd the proposed changes, many less-than-active shareholders probably don't know anything about the r/s, proposal to double the amount of shares they can issue, etc. The fact that the price has held up this well is a credit to the shareholders that stayed.
RAW: my bad. You are right. They are doubling the authorized shares, not outstanding shares. But, they are doubling it for a reason. They intend to issue them. Otherwise would not be necessary at all at this time.
Panzer: IMO, incorporating in Delaware as opposed to Utah is, in my opinion, a positive. I'm not going to go into a long dialogue, but my understanding is that Utah had so many "less than reputable" companies that the SEC actually had to establish a permanent office in that state.
They make you look real deep. Clause 1 of the filing states: 1) To consider and vote upon a proposal to change the state of incorporation of the Company from the state of Utah to the state of Delaware, pursuant to a merger of the Company with and into a newly formed Delaware corporation that is currently a wholly owned subsidiary of the Company. Such merger, if approved would result in, among other things, a one-for-four reverse split and in an increase in the Company's authorized capitalization;
You have to go to page 25 to see that they are going to double the amount of outstanding shares, from 50mm to 100mm. Clause 3 they just come out and say it. But on page 25, you can see that the current authorized shares are 50mm. after the 4/1 rs, the authorized shares will be 25mm. Effectively the 100mm, with the 4/1. yeah, this thing could get hammered on Monday, depending on the perception of shareholders.
RPT: you're somewhat correct. A reverse split is bad about 80% of the time. Usually this occurs when a stock's price has been beaten down so badly they do not make the minimum requirements to stay on the NASDAQ, ASE, or NYSE. They do the reverse to make sure that the share price gets them back to minimum requirements. And usually the price continues to fall. I don't see that with UWNK. The share price has appreciated rather dramatically, it seems to have found some support at this level. A 4:1 would, at $1.50, would get them at $6.00, more than enough to qualify for the NASDAQ. I think that it has to hold its price for a certain period of time after the r/s to qualify. This will open them up to a lot more investors, particularly institutional. Very few institutional funds can, or will, invest in BB stocks. Although I see more and more of these funds requiring $10 minimum share price for their new investments. I would think that for UWNK, it will help the share price as it will increase potential fund investors. My gut tells me that at this time, they are exhausting their monies available from private investors, and are looking at ways to be able to take shares out of the treaasury and float them for additional capital. While I don't like the dilution aspect of this, it's better than going to some lender like Cornell.
Allright guys, I may have overstated them going through $150,000 a week.
On APr 2, they collected $857,000 from promissory notes, and had cash on had of approx $100,000. It was to last them 2-3 months. On June 8, they had already gone back and borrowed another $960,000. So, in 8 weeks, they went through $950,000. It equates to more like $120,000 per week.
Scandalls: I didn't expect much of a price jump from that announcement. Other than the fact that they have a franchisee, and sometimes you have to get that first one to get the others to jump in, didn't do much for UWNK by itself. I don't tknow the royalty agreement, but probably 6% of sales, at most. If a store does $2.5mm per year, that's $150,000 a year in royalties. The company goes through more cash than that in a week. And that's with no Research and Development any more. But with a build out cost or $1mm to $1.5mm, it's a very inexpensive buildout, and I'm a little surprised that we haven't seen at least some LOI's. It's the kind of break through concept that I would think others would be chomping at the bit to get in on. I don't know anything about the one franchisee. Maybe not well known. They need a well know franchisee group to buy into it. Hell, let it go royalty free. Sort of a loss leader. Others will follow.
01) Netman Guess: (as of 3/28/07): Denver CO, Florida, California
02) Darrengus Guess: (as of 3/28/07): Miami Florida
03) Sherlock Guess: (3/28/2007) New York, San Francisco
04) rptmont (3/28/07)..Las Vegas,Reno
05) Mrmessiah (3/28/07)....Orlando Florida
06) MRuWinky Guess: (as of 3/28/07): DC; Irvine, CA; Baltimore, MD
07) otcjones (3/28/07) San Jose, CA.
08) Newbie44 (3/28/07): Seattle, Wa.
09) Stackman (3/28/07): Pittsburgh, PA.
10) lmcat (3/28/07) : Texas, Arizona
11) Earlylight (3/28/07) San Francisco, Las Vegas
12) Crown81 (3/28) Santa Monica, CA
13) jhernandez (3/28/07): San Diego, CA
14) fishincanuck (3/28/07): Las Vegas, Seattle
15) I-B-N (3/28/07) : Fort Lauderdale, Fl. , Miami, Fl.
16)trickyricky(3/29/07) Orlando, Boston and Chicago.
17)winker2 (3/29) FL
18)hdhntr (3/29) New Haven Ct
19) at_the_track (6/11/07) Denver, Phoenix, Portland,OR
20) at_the_track (6/13/07) Miami
Argiope: thanks for the note. I guess I misinterpreted your posting that said: "It's a risky long, but a fun one to short... "
Who do you use to short a $1 stock?
01) Netman Guess: (as of 3/28/07): Denver CO, Florida, California
02) Darrengus Guess: (as of 3/28/07): Miami Florida
03) Sherlock Guess: (3/28/2007) New York, San Francisco
04) rptmont (3/28/07)..Las Vegas,Reno
05) Mrmessiah (3/28/07)....Orlando Florida
06) MRuWinky Guess: (as of 3/28/07): DC; Irvine, CA; Baltimore, MD
07) otcjones (3/28/07) San Jose, CA.
08) Newbie44 (3/28/07): Seattle, Wa.
09) Stackman (3/28/07): Pittsburgh, PA.
10) lmcat (3/28/07) : Texas, Arizona
11) Earlylight (3/28/07) San Francisco, Las Vegas
12) Crown81 (3/28) Santa Monica, CA
13) jhernandez (3/28/07): San Diego, CA
14) fishincanuck (3/28/07): Las Vegas, Seattle
15) I-B-N (3/28/07) : Fort Lauderdale, Fl. , Miami, Fl.
16)trickyricky(3/29/07) Orlando, Boston and Chicago.
17)winker2 (3/29) FL
18)hdhntr (3/29) New Haven Ct
19) at_the_track (6/11/07) Denver, Phoenix, Portland,OR
I'm not too sure about these guys. Ever tried to use their website? Can't navigate on it, can't see the links to different departments, go to the show about the concept, and can't get back to the main page. It's like a couple of kids put it together or something.
Also not sure about the concept in general. Part of the reason women buy shoes is the shopping experience. If you are going to have to use shoes that appear to all be very similar, what fun will it be for them?
Appreciate any viewpoints on the viability of this concept.
Also, the private placement appeared to be to people out of the country, and the warrants vested immediately. I don't think I've ever heard of that on warrants.
It appears that UWNK has stopped all research and development. Given that they're just getting this restaurant concept going, shouldn't they be doing more R&D?
PKG - issuing shares is not necessarily dilutive. If you issue a couple of million dollars of shares, and then in turn make a profitable restaurant from that, I don't see that as dilutive. You've simply traded cash for an asset, and an income producing asset at that. Certainly debt is preferable as the profits can be used to pay off the debt, and no new shares are issued. However, at this point in their development, IMO UWNK is better off establishing a core base of restaurants that can fund the corporate office and the activities that will be necessary for expansion and franchising, as well as continual development. issuing shares will allow them to do this without worry about debt servicing.
Nolan has already said that he doesn't know where the money for expansion is coming from. Don't you guys read the PR's?
I don't think they have much at all coming to them thru options, and even less through warrants.
If I recall correctly, and I may not, but I believe most of the options were for .30 per share. It doesn't matter if the stock is $10, they only get .30. Same with the warrants, but I believe some of the warrants were for about $3.
What would you have expected him to say?
"We expect that we can currently satisfy our cash requirements for the next 2 to 3 months. We expect to need to raise additional amounts of capital through the sale of our equity or debt securities within the next 2 to 3 months because we do not expect to have sufficient funds remaining following completion of the build out to fund our corporate overhead and expenses and growth; and we do not expect the cash flow from our first restaurant location to be sufficient to cover our corporate overhead and expenses and growth."
So how do they intend to do the buildouts of the two new restaurants? Is this why they haven't beem able to sign a lease for the properties yet?
Rawnoc: They raised $857,000 in cash on April 2, but only had $105,000 in cash and cash equivalents on April 3. If I read the report correctly they had all but $25,000 of the $857,000 on April 2. Where did the money go? I must not be reading something correctly.
Street: As you can see from the form 4, those are restricted shares. They couldn't have unloaded them if they wanted to.
Thanks street, rpt. As you can see, I was right. There were no purchases by them. They just awarded it to themselves, for free. Nice dilution.
Where did you find that? I can't find where they spent a nickel to buy stock. It looks like it's all stock that they have bequethed unto themselves for free. Where did you find the Form 4's?
Sent another e-mail asking for update of financials last week. Still no response.
It's rarely good when two directors leave together. But if the directors were not actively involved in the company, in other words, they were more like a director on the Board of Directors, then not a big deal. But if they were more like Director of Sales, or along that line, may be a problem. Jeez, I wish these guys would publish some financials.
It's going to take a year to open?
THanks. I've sent them e-mails, but they never reply. Maybe I need to call instead.
Thanks, but that appears to be extremely old. Back when we were about .25 per share.
mickey: how old was that update from MM. It still shows a buy up to .25.