SiNtx Technologies Inc (SINT)

[CL101]

My take on today 8-K:

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm

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

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137365316

Boston's blog:

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

=======JAPAN CLEARANCE================

We are now at 6th month from QMS process = Clearance can be randomly pops up now:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136789837

* I covered the details of Japan Clearance.. scroll all the way down *

Why they are hiding the MAH in Japan (MAH is like local distributor version in China = WEIGAO)???

only reason is the MAH = ZIMMER!!!!!!!!!!!!!!!!!!!!!!!! Remember Zimmmer got a loan of $189 mils in late September from Japanese bank... Huge Operations preparations months before taking over the Si3N4 tech from AMDA.

GOOD TRY BEARS ... TO SPIN BS ... BUT NOT WORKING !!!!!!!!!!!!

============= TODAY 8-K ==============

It's funny that the BEARs are always being very vague...purposely

1. Amount of $2,264,622.80 transferring from Hercules to note holder.

2. To exchange for 585,174 @ $3.87 per share!!! (the stock was trading @ $3.30 in less than 24 hours prior to the new note was signed!)

"All principal accrued under the Exchange Notes is convertible into shares of Common Stock (“Conversion Shares”) at the election of the Assignees at any time at a fixed conversion price of $3.87 per share (the “Conversion Price”). If the entire principal amount under the Exchange Notes is converted to Common Stock at the Conversion Price, the Assignees would receive approximately 585,174 shares of Common Stock."

3. If the maximum amount of principal and interest is converted to Common Stock at the Alternate Conversion Price, the Assignees would receive no more than 604,113 shares of Common Stock.

"the Assignees shall not be entitled to receive more than 19.99% of the outstanding Common Stock."

is protected by the 20% rule:

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

3 mils OS X 19.99% = roughly 600K shares MAX!

*** even the price drop to 1 penny per share ...they still receive 604,113 max amount of shares ***

$2,264,622.80 / 604,113 shares = $3.75 per share! (THIS IS NOT DEATH SPIRAL NOTE!!!) = DON'T LISTEN TO THE BEARS! It means minimum of $3.75 price per share the SHARK (note holder) paid!!! ... means their average per share is between $3.75 to $3.87!

& no death spiral clause:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137416586

*** Read the details like Boston did! Don't listen to the BEARs ***

In the event of M&A = Treatments of Warrants, Incentive Awards, Convertible Securities (like this new note).. etc...if there is any of these, the details will be on the DEFM14A, right after the M&A news later ... similar to this example:

https://www.sec.gov/Archives/edgar/data/870753/000119312517326609/d486841ddefm14a.htm

So now you ask yourself why this note holder willing to accept this kind of terms. There must be something interesting for them to take on the notes & kick Hercules out! They have done their DDs & of course they know what is coming shortly = big gain for the note holder too!

In case of M&A..the maximum impact for each payout per share (with the involvement of the new note holder):

585,174 shares / a little less than 5 mils shares (fully diluted + 10% COC incentive) = MAXIMUM IMPACT OF 11% less than the original $X payout per share (w/o the note)

...which means

1. IF the BO PPS (price per share) is $100 originally payout, then now it will be minimum $89 PPS due to this new note (ONLY in case the full amount of shares get converted)..if the lesser amount of shares converted, then the payout per share will be higher than $89.

2. IF the BO PPS is $200 originally pay out, then now it will be minimum $178 PPS due to this new note. (ONLY in case the full amount of shares get converted)..if the lesser amount of shares converted, then the payout per share will be higher than $178.

3. IF the BO PPS is $300 originally pay out, then now it will be minimum $178 PPS payout due to this new note. (ONLY in case in full amount of shares get converted)..if the lesser amount of shares converted, then the payout per share will be higher than $267.

So & so...

All depends on the the BO Valuation Per Share that we will see in coming days & depends of how many shares (max 600k shares) from the new note get converted at the time of M&A announcement. If only 200K shares get converted by the time the M&A announcement, then the payout per share will have way less impact as compare to the full amount of shares of 600K per the terms of the note. #1 above again:

200k shares / a little less than 5 mils shares (fully diluted + 10% COC incentive) = 4% vs. 11% (like I calculated above w/ 600K shares get converted)...hence

IF the BO PPS (price per share) is $100 originally payout, then now it will be minimum $96 PPS due to this new note (ONLY in case the full amount of shares get converted)

$89 (11% impact full 600K shares get converted) vs. $96 (4% impact of only 200K shares get converted) from original $100 payout per shares as an example.

& of course that note holder will be very happy in case of M&A...they get a nice cut! Hence they are willing to take on the term of $3.87 per share (while the stock was trading @ $3.30 a day before!) Very favorable terms of note to circumvent the Hercules Loan! Imagine someone wants to own 600K shares right now...the average price per share they have to pay will not be at $3.87!!! They have put a bid of 600K shares at the price per share way higher than $3.87 in order for 600k-share order to be completed filled. Look at the bid/ask on level 2 now, if you try to buy 60K shares, you can't even have your order filled for less than $4.50 average per share.

This won't change the fact of the M&A in the work!

I have an example to show you here:

"On February 27, 2014, the Registrant entered into the Eighth Amendment to the Loan and Security Agreement (the “Loan Agreement”) between the Registrant and Silicon Valley Bank (“SVB”) to extend the maturity date of the SVB credit facility to January 14, 2015. All other terms and conditions of the Loan Agreement remain in full force and effect."

https://www.sec.gov/Archives/edgar/data/1302177/000144586614000086/form8k03042014.htm

&

M&A news on April 29, 2014:

"On April 29, 2014, PokerTek, Inc., a North Carolina corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Multimedia Games, Inc., a Delaware corporation (“Parent”), and 23 Acquisition Co., a North Carolina corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement was unanimously approved by the Board of Directors of the Company (the “Board”), based on the recommendation of a Special Committee of the Board (the “Special Committee”) that was formed to evaluate and negotiate the terms of a sale of the Company."

https://www.sec.gov/Archives/edgar/data/1302177/000144586614000396/pokertek8k04283014.htm

& PTEK was in contact w/ their buyer since:

"On April 23, 2013, Mr. Lahti met with the CEO of MGAM in Austin, Texas, to discuss a potential business combination transaction between PTEK and MGAM. That meeting resulted from Mr. Roberson’s outreach to the CEO of MGAM earlier in April 2013."

*** The M&A news could be out in any random day now w/o any restriction, plus currently Zimmer already has CEO & President of Spine in place Everything is ready! ***

*** Do not use the time range between Loan Amendments from this example their M&A news announcement day...every M&A scenario event is unique! Who know our M&A news will pop up tomorrow or next week ***

*** I will provide more similar examples when I have time to dig into the list of 500 M&A companies I collected! ***

*** THE BEARS ARE BEING VERY VAGUE ON THEIR POSTS (like dilution, death spiral, etc...) PURPOSELY TO PLAY SCARE TACTICS to steal shares! ***

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

Received Nasdaq warning letter as expected. It's a standard language from Nasdaq to give them time til mid Feb regarding the "no annual meeting" warning & involved M&A events. So no biggies there. Read this post again:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137175494

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

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 type 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 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 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!!! ***

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

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 late Feb 2018! ... S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)

3. No more Hercules = new note now (today 8-K) = Done

which is protected by "anti-dilutive 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

...

& the only & next possible step:

4. Exercise Warrants for M&A events:

M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up (Pay off the new note & Sonny LLC) & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.

The warrant conversion calculations:

insert-text-here

*** 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 5 millions fully diluted shares including 10% COC incentive to executives (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:

Japan clearance could be here this month (we are at the 6th month since the QMS process). If the M&A announcement this week, by the time the deal closes or even during the deal is being closed...Japan clearance should be in. 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!!!