hi dig,
you were and are clear again. i can only try to reframe my disagreement so you can hopefully understand it, as you have made the same point 24601 has made previously and it is one i think is incorrect.
the 8k rule does not require material events in the ordinary course of business to be reported. my argument is that there is no such ordinary course exemption in wave's case. why? because in wave's case, all material events are properly understood to fall outside the meaning of the phrase "the ordinary course of business".
there are two moving parts to the reporting exemption: the materiality of the events; and their ordinariness.
first, i am only addressing the meaning of the word "material" within the context of 8k reporting requirements. the word "material" is used in a different way by accountants, for instance. you are slipping into looser definitions when you say "material to me, you, Wave and AAPL." we are talking about a sentence with meanings and exclusions defined in the 8k rules and in law as they affect wave's reporting obligations. what seems material to me and you has no bearing on whether a transaction conforms with 8k reporting requirements. but we both agree that non-material transactions need not be reported.
second, if any transaction is exempt from the reporting requirement, it must fall within the scope of the phrase "the ordinary course of business". in my post, i pointed out that the law specifically defines exceptions to the definition of this phrase. and these exceptions include transactions upon which a company substantially depends.
it follows that any transactions upon which a company substantially depends cannot fall within the definition of the ordinary course of business. such transactions are NOT exempt from the reporting requirement.
if you agree that this is the case, then it becomes clear that for a company in wave's condition, in which it depends upon any material transaction for its survival, every such transaction must be reported.
or put another way, a company is required to report material transactions upon which it substantially depends. and wave depends upon every material transaction it makes.
therefore, yes, one can presume that an event becomes non-material in 8k terms by dint of the fact it was not reported. i believe one can safely say there are no unreported material transactions up to four business days ago. and that wave deems the 30k seats on offer as non-material/which is to say it does not think it substantially depends upon them. probably because $600k represents less than two weeks of the company's expenses.
ps a healthy company with a decent cash balance does not depend upon a material transaction and thus is not required to report it. it is because it is in such a weak state that wave depends upon every transaction it signs.
