SiNtx Technologies Inc (SINT)

[CL101]

Walking in the room waving to the BULLs...I wait til the BEARs finish tossing travesties & baloneys ... before I speak up...

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136897101

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Boston's in-depth DDs already showed us enough information = the LOI signer was Zimmer:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020

There is one commonsensible point that further suggests the LOI was signed by Zimmer back in 2015:

https://www.amedica.com/

On AMDA's website, in their product presentations, in their clinical studies, testings & publications, etc...they ONLY compare Si3N4 tech w/ other biomaterial like PEEK & Titanium & ZTA, Cobalt-Chrome, etc except for the inferior Tantalum biomaterial from Zimmer? Por que? You don't talk smack about your buyer's material! AMDA's Si3N4 tech will replace Zimmer's Tantalum biomaterial & eat into other biomaterial's lunch & dinner soon ... after the acquisition...slowly, but surely!

Boston is so guilty for digging so much FACT about Zimmer Tantalum's failures from the ocean called "google" ... LMAO!

=================

Zimmer's new CEO which was Executive Vice President and President of Medtronic's Minimally Invasive Therapies Group from Medtronic (Ranked #1 dominant in Spine Implants Market).

Enemy's enemy = Friend!

Currently, Zimmer is ranked # 6 in Spine Implant Market ... which there is plenty of room for them to grow in this sector. They are preparing to attack the Spine implant sector right after they acquire Si3N4 tech. They recently opened a new Spine HQ in Colorado, Loan in Japan, etc... & now with the help of their new CEO - a guy that knows the "ins" & the " outs" of the operations from the Spine Implant dominant player. IMO... 2nd gen. Si3N4 + 3D printing + full "valeo+CSC" (skip autograft & allograft procedure) approval (after Zimmer acquisition) + new CEO's guidances (hopefully) = one day, Zimmer will be ranked #1 in the Spine Implant Sector! Adios PEEK boys ... very soon!

A similar story was Marc Lore from amazon...& now CEO of Walmart's e-commerce business:

Marc Lore was under bezos' wing. He left amazon. Later, he opened Jet.com which was bought by Walmart. He is overseeing Walmart's e-commerce business. Walmart's market cap gained 90 billions (44%) in the course of 1 year after Marc joined Walmart! Now analysts are seeing Marc is a big threat to amazon's e-commerce business (90% of amazon total revenue, which is non-profitable...AWS (8% of amazon revenue) makes all the profits to cover the losses from amazon e-commerce business! SMH.

https://www.thestreet.com/story/14009962/1/amazon-ceo-jeff-bezos-made-one-huge-mistake-that-walmart-could-make-him-pay-dearly-for.html

https://www.recode.net/2017/12/6/16680886/marc-lore-jet-walmart-recode-100-ecommerce

https://money.usnews.com/investing/stock-market-news/articles/2017-12-19/wal-mart-stores-inc-wmt-amazon-com-amzn

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COC compensations language on 10-K/A is just generic form of language ... check Whole Food DEFM14A (Page 47):

"Upon a qualifying termination, each executive officer who participates in the Retention Plan would be entitled to:
•
a lump sum cash payment equal to three times the sum of? (1) the executive officer’s annual base salary and (2) the average of the last three annual bonuses paid to the executive officer;"

https://www.sec.gov/Archives/edgar/data/865436/000157104917006849/t1702075-defm14a.htm

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More examples of item 4.02 which related to M&A events:

Ticker = OA = multi-billion deals = thick books to check

https://www.sec.gov/Archives/edgar/data/866121/000104746917006525/a2233603zdefm14a.htm#dg18905_background_of_the_merger

Background of the Merger:

Page 28-38...

"In 2015, Company A approached Orbital ATK about a possible acquisition of Company A by Orbital ATK. Orbital ATK and Company A entered into a mutual non-disclosure agreement (the "Company A NDA")on November 5, 2015 that included customary confidentiality provisions and a two-year standstill provision prohibiting the parties from engaging in certain types of actions, including making an acquisition proposal with respect to the other party without the other party's prior written consent. The standstill provision included a prohibition on both parties from asking for a waiver of the prohibitions, which is commonly referred to as a "don't ask, don't waive" provision. In December 2015, Orbital ATK ceased discussions with Company A regarding a possible acquisition of Company A. On September 17, 2017, prior to executing the merger agreement, Orbital ATK sent a letter to Company A releasing it from its standstill obligations under the Company A NDA."

* Signed standstill NDA = step 4 - Not the LOI like AMDA = step 8 below

http://www.cwbusinesslaw.com/legal-contracts/the-standstill-and-exclusivity-agreement/

*** Ash or someone here posted an example of LOI signed to develop products, then later that company acquired the target too ***

http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/steps-of-the-ma-process/ (NDA step = step 4 only)

"In 2016, Company B approached Orbital ATK about a possible acquisition of Company B by Orbital ATK. The mutual non-disclosure agreement entered into between Orbital ATK and Company B did not include a standstill provision. Following several meetings and discussions, the parties ceased discussions in early 2017."

* talked for the whole year of 2016 - they went as far as step 7 only *

* They knew they will be acquired, so they checked their books & restated some previous years & quarters Financial Statements *

then in early 2017...Northrop Grumman (the actual acquirer) approached them:

"The non-disclosure agreement dated August 30, 2017 further detailed and addressed the sharing of particular types of potentially sensitive information with the intent to limit access to only certain individuals."

*** step 8, 9, then boom deal announced & closed ***

Below is the list of their filings (they were in talk w/ company B in 2016 = was prepping themselves to be acquired):

8-K (Item 4.02) = 2016-08-10

8-K (Item 4.02) = 2016-11-03

10-Q/A = 2017-04-03 (1st Quarter 2016)

10-KT/A = 2017-02-24 (For the transition period from April 1, 2015 to December 31, 2015)

8-K (M&A) = 2017-09-18

DEFM14A = 2017-10-25

*** Complicated M&A process & the deal was closed w/ 3rd suitor ***

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000866121&type=&dateb=&owner=exclude&count=40

======================

Ticker = ALR = Billion Market Cap = Thick Books compares to AMDA's!

Fiscal Year Start Month = Jan

NT 10-K = 2015-03-03

10-K = 2015-03-05 (For Fiscal Year End December 31, 2014)

10-K/A = 2015-04-30 (Executive Compensation Disclosure)

8-K (Item 4.02) = 2015-05-05

https://www.sec.gov/Archives/edgar/data/1145460/000119312515170105/0001193125-15-170105-index.htm

NT 10-Q = 2015-05-12 (1st Quarter)

10-Q = 2015-05-28 (1st Quarter)

10-K/A = 2015-05-28 (For the fiscal year ended December 31, 2014)

10-Q/A = 2015-05-28 (1st Quarter)

10-Q = 2015-08-06 (2nd Quarter)

10-Q = 2015-11-09 (3rd Quarter)

10-K/A = 2015-11-13 (For the fiscal year ended December 31, 2014)

8-K = M&A announcement = 2016-02-01:

https://www.sec.gov/Archives/edgar/data/1145460/000095015716001517/form8-k.htm

DEFM14A = 2016-09-26 (Special Meeting to vote on the proposed M&A):

https://www.sec.gov/Archives/edgar/data/1145460/000119312517195381/0001193125-17-195381-index.htm

==========================

Ticker = OSI = $3.2 Billion Deal = Thick books to check through.

10-K = 2006-03-16 (For Fiscal Year End Dec 31st, 2015)

10-Q = 2006-05-10 (1st Quarter)

10-Q = 2006-08-09 (2nd Quarter)

8-K (M&A = Item 1.01 & Also Restatement = Item 4.02) = 2006-11-06 :

https://www.sec.gov/Archives/edgar/data/874691/000087469106000152/form8-knov2006merger.htm

*** They announced M&A news the same day they restated past Financial Statement Item 4.02 on 8-K ***

*** If you read through the Background of the Merger, you will see the acquirer was awared of the pending Financial Restatements & subsequent Amendments thereafter, somehow they wanted to have the deal announced anyway ***

NT 10-Q = 2006-11-09 (3rd Quarter)

10-K/A = 2007-01-08 (For Fiscal Year End Dec 31st, 2015)

10-Q = 2007-01-08 (3rd Quarter)

10-Q/A = 2007-01-17 (1st Quarter)

10-Q/A = 2007-01-17 (2nd Quarter)

PREM14A = 2007-01-17

DEFM14A = 2007-04-03

*** As you can see all Financial statements, Restatements, & Amendments must be all filed before they file the special meeting PREM14A/DEFM14A ***

Background of the Merger (Page 17 - Page 32):

https://www.sec.gov/Archives/edgar/data/874691/000095012307004944/y28878dmdefm14a.htm#117

*** There were more than 1 potenial suitors approached them since July 2005 = They knew they will be sold = Checked their books & Found errors = Restatement Item 4.02 on 8-K in 2006 + Financial Amendments ***

*** There were also standstills NDAs signed w/ other potential buyers ***

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I posted this 6 months ago:

Financial, Litigations, Tax, etc...

"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"

https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc

THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!

=======================

Examples of BO valuation...

Zimmer acquired LDRH in 2016...(they paid $1.1 Bil - to penetrate $4.5 bil addressable market by 2025 in Spine Artificial Disc Replacement):

https://www.sec.gov/Archives/edgar/data/1136869/000156459017021865/zbh-10q_20170930.htm

(Page 10)

Most of the value = Technology + Customer relationships + Goodwill

*** IPR&D = only 2 Mils ***

===================

Deals size = $590 mils CASH + $1.1 Billion CVR (AGN paid over $330 mils so far on CVR ... $800 mils balance left)

AGN acquired TBRA in 2016 after they FAILED phase 2B clinical trial:

http://www.talkmarkets.com/content/stocks--equities/tobira-therapeutics-plummets-60-on-phase-2b-trial-failure-in-nash?post=101333

then...

On November 1, 2016, the Company acquired Tobira Therapeutics, Inc. (“Tobira”), a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for non-alcoholic steatohepatitis (“NASH”) and other liver diseases for an acquisition accounting purchase price of $570.1 million, plus contingent consideration of up to $49.84 per share in contingent value rights (“CVR”), or up to $1,101.3 million, that may be payable based on the successful completion of certain development, regulatory and commercial milestones (the “Tobira Acquisition”), of which $303.1 million was paid in the nine months ended September 30, 2017. The CVR had an acquisition date fair value of $479.0 million. The acquisition added Cenicriviroc and Evogliptin, two differentiated, complementary development programs for the treatment of the multi-factorial elements of NASH, including inflammation, metabolic syndromes and fibrosis, to Allergan's global gastroenterology R&D pipeline"

https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm (Page 23)

Notice:

IPR&D valued at 1,357 mils = $1.357 billions!!!

*** They only generated $1 mil per year in revenue! ***

https://seekingalpha.com/filing/3179433#TBRA-10Q_20160630_HTM_ITEM_1_FINANCIAL_STATEMENTS_UNAUDITED

https://seekingalpha.com/filing/2780320#TBRA-10K_20151231_HTM_ITEM_6_SELECTED_FINANCIAL_DATA

"We currently generate no revenue from product sales, and we may never be able to commercialize CVC or other future product candidates. We do not currently have the required regulatory approvals to market CVC or any other future product candidates, and we may never receive them."

The acquirer bought their debt as well:

Indebtedness = (15.9) mils = AGN paid for their loan balance too.

... fast forward 1 year...still shows mixed results in mid-stage trial:

https://seekingalpha.com/news/3297084-allergans-cenicriviroc-shows-mixed-results-mid-stage-nash-study

at the moment ... AGN still hasn't pocketed $1 dollar from the deal yet!

It's all about the "future addressable market" of the tech!

So don't underestimate the value of IPR&D:

https://www.pwc.com/us/en/cfodirect/publications/mergers-accounting/mergers-acquisitions-a-snapshot-acquiring-a-company-with-significant-in-process-research-and-development-iprd-activities-whats-next.html

'Those “in-process” research and development (IPR&D) activities can have significant value and, therefore, drive a significant component of the acquisition price."

but...BEARs will say it's not the same you know ... AMDA isn't BIOTECH ... blah blah blah...please see the next one ... Boston will love it...

======================

In 2002, Medtronic acquired Spinal Dynamics Corp. for $270 mils (NO FDA approval & only generated $5 mil revenue yearly based on Boston's blog):

http://www.rubbernews.com/article/20020708/ISSUE/307089996/medical-device-manufacturer-to-buy-spinal-dynamics-corp

... and 7 years later...they got FDA approval ... WTF

http://wwwp.medtronic.com/Newsroom/NewsReleaseDetails.do?itemId=1244730407543&lang=fr_CH

http://www.southsoundneurosurgery.com/spine-bryan.html

& check the IPR&D value back then:

IPR&D valued at $114.2 millions & was acquired for $270 millions back 15 years ago - addressable market for the tech was tiny too plus 7 years of time & more clinical trials expenses - to get FDA approval afterward)!

https://www.sec.gov/Archives/edgar/data/64670/000110465904006585/a04-3058_110q.htm (Page 8)

So IPR&D valuation isn't just for Biotech companies!

More IPR&D acquisition valuation examples in PFIZER 3rd Quarter ER:

https://www.sec.gov/ix?doc=/Archives/edgar/data/78003/000007800317000049/pfe-10012017x10q.htm

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Strykers recently acquired this company with only one type of product:

https://www.businesswire.com/news/home/20171024006585/en/VEXIM-Acquired-Stryker-Corporation

https://us.vexim.com/investors/

BO price = 10 X their revenue = 183 mils EURO.

FDA clinical data & FDA submission = 2018 or 2019 (NOT YET APPROVE IN THE USA!!!)

&

AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of sectors (Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...

I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:

https://fintel.io/so/us/amda

So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://www.business-case-analysis.com/paid-in-capital.html

Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.

BULLs, use your "greedy" imagination for the BO price!

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Wink @ BLUE POPEYES:

Warum versteckst du dich wie eine Ratte?

am meisten zwielichtiger Charakter!

Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.

Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...

Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:

https://www.sec.gov/news/press/2008/2008-64.htm

https://www.sec.gov/news/press-release/2017-176

https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling

So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price!

What is a BK company looks like?

https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs

https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:

1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)

2. Revenue = $694K = Basically close to no income (page 3)

3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)

4. "expects to incur losses for the next several years." (page 8)

5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany

*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***

6. etc...more in their SEC filings

Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):

http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974

*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***

==========================

Now let's talk about "dilution" ... F.U.D. by BEARs:

1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)

2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early Feb 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)

3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)

4. Private Placement = running out of time as well ... also, this is protected by "anti-dilution 20%" rule from SEC:

https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf

20% or over = shareholders voting require = 30 days to set up the vote!

19% of 3 mil shares = less than 600K shares

So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)

Hence, there is only one way that works...

5. Exercise Warrants (3 scenarios) for M&A events:

a. M&A news before Jan 1st, 2018 = $15 mils in the coffer instantly from warrants exercise full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.

b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:

https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)

https://imgur.com/a/GASqs

c. The deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed above. Warrants Exercise while the deal is being closed.

*** Time is running out for the BEARs! ***

=======================

Where Sonny gonna go or do after AMDA acquisition? I don't care...that is his life...all I care is when he will announce the M&A news...He is a smart dude. He should have big plans for himself. Best fit = Scientist Job at Zimmer to oversee all products development related to Si3N4 biomaterial w/ interesting compensation packages.

What about Zimmer president of Spine? Sonny, Dana, Longs, the DOB (Directors of Bashing) Blue Popeyes, Doyourdd, M7948, and at el ... or hire someone from the street... like their new CEO. Doesn't really matter anyway...won't change the fact that Zimmer is acquiring Si3N4 tech because they need the tech to help them to grow their business ...6 plus years of testing on the tech (using AMDA's $$$) & 6 plus years of planning as well. IT'S A MUST HAVE FOR ZIMMER!

======================

My observations on share price:

First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).

====================

Strategically for both Zimmer & AMDA:

M&A deal can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!

* Retail investors only care about when the deals announcement to cash out *

I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!

It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:

It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!

=======================

My risk & reward mentality:

In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!

====================

Long & Strong until M&A day

DON'T feed the BEARS

HOLD tight to your shares

STEAL the cheap shares that they use to paint the chart

BEARs play mind games on BULLs like Harry S. Truman's Quote:

"If you can't convince them, confuse them."

The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*

This is the way I interpret all the BEARs BS spinning:

1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!

2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!