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Re: None

Tuesday, 12/26/2017 8:00:18 AM

Tuesday, December 26, 2017 8:00:18 AM

Post# of 40990
Hello BULLs again...

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137115186

Boston Blog:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137161411

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

DREW:

First off, there is no relevance between M&A announcements and Nasdaq normal routine of sending out warning letters regarding listing issues like (i.e. trading under $1, stockholder equity under $2.5 mils, "no annual meeting per fiscal year", etc...). Previously, I already showed examples of companies that announced M&A deals the same day they filed 8-K Financial Restatements and/or regular Financial Statements / Amendments. Current AMDA scenario, the M&A deal is too ripe to be announced already. In addition, Hercules Loan's last payment is due by the end of this week. So there must be some news to get 1.5 mil warrants to be converted into 1.5 mils common shares (est. proceeds will be $15 mils). Please read the image in this post again to see the calculations of warrants conversion. Below, I provide some more examples of companies with M&A events & still received Nasdaq warning letters regarding "no annual meeting for last fiscal year". Also, Nasdaq wasn't consistent on the timing that they sent out these warning letters:

NO ANNUAL MEETING in 2017

Ticker = NMRX

Fiscal Year Start Month = Jan

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000870753&type=&dateb=&owner=exclude&count=40

1. M&A news on 2017-08-07

2. M&A voted on 2017-12-06

3. No Annual meeting = replaced w/ DEFM14A = voted & closed the M&A

4. Form 25-NSE voluntarily to delist from Nasdaq after everything wrapped up = 2017-12-07

5. Everything done within 2017 = No warning letter from Nasdaq.

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

NO ANNUAL MEETING in 2016

Ticker = FDML

Fiscal Year Start Month = Jan

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001419581&type=&dateb=&owner=exclude&count=40

1. M&A news on 2016-09-07

2. Tender Offer Cash Deal / They didn't vote

3. Nasdaq warning letter regarding "no annual meeting" on 2017-01-06 = 1st week of the new fiscal year

4. Form 25-NSE voluntarily to delist after everything wrapped up = 2017-01-23

5. Announced 3Q = closed next year

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

NO ANNUAL MEETING in 2015

Ticker = CTCM

Fiscal Year Start Month = Jan

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001354513&type=&dateb=&owner=exclude&count=40

1. M&A news = 2015-11-17 on DEF 14A instead regular 8-K (very weird) & they set up the M&A voting in the same filing too.

2. M&A voted on 2015-12-17

3. Nasdaq warning letter regarding "no annual meeting" on 2016-01-20 = 3rd week of the new fiscal year

4. Form 25-NSE voluntarily to delist after everything wrapped up = 2016-08-01

5. Announced 4Q = M&A closed next year

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

NO ANNUAL MEETING in 2016

Ticker = PACE

Fiscal Year Start Month = Jan

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001644509&type=&dateb=&owner=exclude&count=40

1. M&A news on 2016-12-16

2. M&A voted on 2017-03-01

3. Nasdaq warning letter regarding "no annual meeting" on 2017-01-06 = 1st week of the new fiscal year

4. Form 25-NSE voluntarily to delist after everything wrapped up = 2017-03-30

5. Announced 4Q = M&A closed next year

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

NO ANNUAL MEETING in 2016

Ticker = TERP

Fiscal Year Start Month = Jan

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=&dateb=&owner=exclude&count=40

10-K for 2015 fiscal year was filed late on 2016-12-05 (AMDA filed 2017-09-20)

0. Nasdaq warning letter regarding "no annual meeting" 2017-01-10 = 2st week of the new fiscal year

1. Really late 3Q ER for 2016 filed on 2017-02-24 = rolled over to the next fiscal year.

2. M&A news on 2017-03-07

3. DEF 14A - to host annual meeting that they missed in 2016 fiscal year = 2017-03-07

*** They are the surviving entity from the proposed Merger ***

4. M&A Amendments (A few of them)

5. DEFM14A to vote on proposed M&A on 2017-09-06

6. Surviving entity from M&A, so they still trade on Nasdaq = NO form 25-NSE

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

"On December 18, 2017, Bryan C. Hanson notified Medtronic Public Limited Company (the “Company”) that he would be resigning as the Company’s Executive Vice President and President, Minimally Invasive Therapies Group, effective as of December 18, 2017."

https://www.sec.gov/Archives/edgar/data/1613103/000161310317000058/dec20178-k.htm

"On December 19, 2017, Zimmer Biomet Holdings, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Bryan C. Hanson as the Company’s President and Chief Executive Officer and elected him as a member of the Board, effective December 19, 2017. A copy of the related press release is furnished with this report as Exhibit 99.1."

https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208d8k.htm

No lapse time between resignation at MDT & acceptance as CEO at ZBH ... especially right at the holiday season. Why so rush? Looks like they wanted him to take over the CEO position asap to sign some important documents. Notified MDT on 18th & on the 19th = officially ZBH CEO...lmao...He actually gave MDT a middle finger.

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


1. Meticulous Preparations & Plans = New Spine HQ in Colorado, Loan in Japan, etc...

2. Vast Personnel Resources & Huge Worldwide Operations

"As of December 31, 2016, we employed approximately 18,500 employees worldwide, including approximately 2,000 employees dedicated to research and development. Approximately 8,700 employees are located within the U.S. and approximately 9,800 employees are located outside of the U.S., primarily throughout Europe and in Japan. We have approximately 7,800 employees dedicated to manufacturing our products worldwide. The Warsaw, Indiana production facilities employ approximately 2,600 employees in the aggregate."

https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm (Page 8)

https://www.sec.gov/Archives/edgar/data/1136869/000156459017021865/zbh-ex21_7.htm

3. Leadership Teams (New CEO & Pending announcement of Spine President (Dana, Long, etc..?)

Zimmer previous CEO David resigned = stock surged = Fraud St. loves the news:

https://www.cnbc.com/2017/07/17/cramer-zimmer-biomet-proves-ceo-departures-are-not-always-negative.html

Bryan, new CEO appointed = stock surged too = Fraud St. loves the news:

https://www.cnbc.com/2017/12/20/cramer-says-zimmer-biomet-is-becoming-a-buy-thanks-to-its-new-ceo.html

4. Acquiring new, superior tech like AMDA's Si3N4!

5. Excellency in Plans Executions

Putting Bezos, Gates, Buffet, Page, etc... to work together w/ the the new CEO Bryan...there won't be much growth down the road if they don't have a super tech like Si3N4 from AMDA as their attack weapon to help to gain market shares from many potential product types (from Si3N4 biomaterial). In conclusion, it must be a coaction of at least 5 above factors to make things work.

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

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!

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

AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many types of market (Shoulders, Ankles, 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 very 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 (Since Sep 30th, 2017...could be more "tutes" holding by now)

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!

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

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! Don't get caught by SEC & become BUBBA's girlfriend later!

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!!! ***

& of course BS & meaningless downgrade articles from the *!#$%^& = SEC should look into them! It's all about the endeavor to stealing shares from retail investors.

Also,

*** wink @ some hidden BEARs that wearing BULLs clothes ***

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

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 is 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 previously. Warrants Exercise while the deal is being closed.

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

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

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 like Zimmer has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors = cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial!

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

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!!!

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