SiNtx Technologies Inc (SINT)

[CL101]

Hey Bulls, I have more stuffs to challenge the BEARs again:

Sorry for the BOLD text...I still can't figure out where the mistake was...hmm.

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My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137423005

Boston's blog:

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

==========EXAMPLE 1==================

Loan Note almost max out, Loan Note Amendment to raise credit line:

On May 14, 2015, Bio-Reference Laboratories, Inc. (the “Company”) closed on a Fourteenth Amendment to Loan Documents (“Loan Amendment”) with PNC Bank, National Association (“PNC”) as Lender and as Agent, amending the Amended and Restated Loan and Security Agreement dated September 30, 2004 by and between the Registrant and PNC (“Loan Document”). Pursuant to the Loan Amendment, which was dated May 5, 2015, the Company’s credit facility from PNC was extended from October 31, 2016 to October 31, 2020, and the maximum permitted amount of the credit line from PNC was increased from 70 million to $120 million (not to exceed 50% of the Company’s eligible receivables as defined in the Loan Document).

https://www.sec.gov/Archives/edgar/data/792641/000110465915039712/0001104659-15-039712-index.htm

I bet you their BEARs (doyourdd) was like "F***", POS.. burn cash
& only burn cash again!!!

Then 15 calendar days later, on 2015-06-04 = M&A 8-K

"On June 3, 2015, Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”), OPKO Health, Inc., a Delaware corporation (“OPKO”) and Bamboo Acquisition, Inc., a New Jersey corporation and a direct wholly owned subsidiary of OPKO (“Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Sub will be merged with and into the Company (the “Merger”) and the Company will be the surviving corporation and OPKO’s wholly owned subsidiary. The Merger is intended to qualify as a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), so that none of OPKO, the Company nor any of the Company’s shareholders generally will recognize gain or loss for U.S. federal income tax purposes in the transaction."

https://www.sec.gov/Archives/edgar/data/792641/000095010315004578/0000950103-15-004578-index.htm

Buyer was talking to them 2 months before the day they signed the Credit Note Amendment Agreement w/ their lender:

On March 20, 2015, Dr. Phillip Frost, MD, the Chairman and Chief Executive Officer of OPKO, requested through an intermediary a meeting with Charles T. Todd, Jr., Bio-Reference’s Senior Vice President of Sales and Marketing, to discuss a potential commercial relationship or strategic transaction between OPKO and Bio-Reference that could provide an outlet for OPKO’s diagnostic services and products. Prior to the requested meeting, OPKO confirmed its obligations under a 2011 confidentiality agreement with Bio-Reference relating to pre-existing ordinary course commercial discussions. Dr. Frost and Mr. Todd met on March 25, 2015 in Miami, Florida and, at this meeting, Dr. Frost expressed an interest in exploring a potential acquisition of Bio-Reference by OPKO. Dr. Frost did not propose an exchange ratio or other economic terms of an acquisition proposal at this time. Dr. Frost invited Mr. Todd and other members of Bio-Reference’s management to have a further meeting to discuss OPKO’s interest.

https://www.sec.gov/Archives/edgar/data/792641/000119312515256160/d104092ddefm14a.htm#toc104092_55 (Page 59)

It means they needed to take care the "business as usual" matter like asking their lender to increase note credit line for corp. purpose ... regardless they had been talking to the buyer on the potential acquisition at that moment!

===============EXAMPLE 2=======================

On December 8, 2016, Alon USA Energy, Inc. (the “Company”), and Export Development Canada (“EDC”), entered into a Loan Agreement (the “Loan Agreement”) for a term loan in the amount of USD 35,000,000.

The Loan Agreement bears interest at a rate equal to LIBOR plus a margin of 3.75% per annum. Principal payments under the Loan Agreement will be made in nine consecutive quarterly installments commencing December 2018. The loan will mature on December 8, 2020.

Their BEARs (Mad7948) were like "WTF, borrow $ again, POS..get cash to pay for CEO strip dancing party!..Sell Sell Sell. lmao...Looky...mature on December 2020 = NO M&A for 4 more years!

"Proceeds under the Loan Agreement are intended to be used for general corporate purposes."

https://www.sec.gov/Archives/edgar/data/1325955/000132595516000106/alj2016edctermloan8-k.htm

* They got the loan ($) to take care whatever business as usual they needed *

Then 20 calendar days later, on 2017-01-03 = M&A 8-K:

On January 2, 2017, Alon USA Energy, Inc., a Delaware corporation ( “Alon”), Delek US Holdings, Inc., a Delaware corporation (“Delek”), Delek Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Delek (“HoldCo”), Dione Mergeco, Inc., a Delaware corporation and a wholly owned subsidiary of HoldCo (“Parent Merger Sub”) and Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo (“Astro Merger Sub” and, together with Holdco and Parent Merger Sub, the “Holdco Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which (i) Parent Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into Delek (the “Parent Merger”), with Delek surviving as a wholly owned subsidiary of Holdco and (ii) Astro Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into Alon (the “Astro Merger” and, together with the Parent Merger, the “Mergers”) with Alon surviving.

In the Astro Merger, each issued and outstanding share of common stock of Alon, par value $0.01 per share (“Alon Common Stock”), other than Alon Common Stock held by Delek or any subsidiary of Delek, will be converted into the right to receive 0.504 validly issued, fully paid and non-assessable shares of New Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement (the “New Stock Issuance”).

https://www.sec.gov/Archives/edgar/data/1325955/000132595517000002/0001325955-17-000002-index.htm

The term loan is secured by a lien on certain of the Company’s asphalt terminals. The Loan Agreement includes customary events of default and restrictive covenants, including maintenance financial covenants.

"Proceeds under the Loan Agreement are intended to be used for general corporate purposes."

Details of Loan Agreement:

Fundamental Changes. The Borrower shall not, nor shall it permit any Transaction Party or Material Subsidiary to, amalgamate, merge or consolidate with any other Person (each a "Merger") without the prior written consent of EDC

https://www.sec.gov/Archives/edgar/data/1325955/000132595516000106/edcsecuredloanagreement.htm

Treatment of Company Convertible Notes. Within the time periods required by the terms of the Company Convertible Notes Indenture, the Company shall take all actions required therein, to the extent such actions are within the Company’s control, to be performed by it or its Subsidiaries prior to the Astro Effective Time as a result of the execution and delivery of, and the performance by the Company of its obligations pursuant to, this Agreement, the Mergers, and the other Merger Transactions, including the giving of any notices that may be required prior to the Astro Effective Time and the delivery to the trustee or other applicable Person of any documents or instruments, certificates or opinions of counsel to such trustee

https://www.sec.gov/Archives/edgar/data/1325955/000132595517000031/dk-424b3xfinalamendedalonm.htm (Page 80)

Background of the Merger showed they were talking to their buyer months & months before they signed the new loan, then agreed on the terms of M&A follow that! (above link, Page 81 to 135)

==========$$$ TO CLOSE HERCULES LOAN===============

Needed $$$ to pay toxic Hercules'Loan off = clear the road for M&A. Do business as usual prior M&A news. The loan was in fact due on Jan 2nd, 2018, so they had to find ways to fix that issue...

These didn't work:

1. Sonny & Teams didn't want to drive to Vegas from Utah to work at "Chippendales" to earn extra cash.

2. They didn't want to rob the bank & end up in jail.

3. Share Price wasn't high enough to trigger warrant conversions (Bears make sure this will not happen - hence control the PPS for months!)

4. Sonny didn't want to give discount on warrant conversion price.

5. Warrant Holders DON'T want to convert any warrants

6. Hercules didn't want to cooperate (influences by ***) i don't know

7. Hercules might want $2 per share conversion rate = no deal!

8. Sonny LLC has no mas dinero. Special reason they didn't want to use Sonny LLC (Complicate the M&A in the work up!)

& they found the ones that worked:

1. Two new note holders = add 2 layers of protections (on top of Sonny LLC) to fight against hostile takeover (only allow friendly, mutual M&A w/ Zimmer) = big gain for them as well.

2. They agreed to higher price per share ($3.87) conversion rate plus anti-dilution terms.

3. Willing to provide Letters of consent before M&A announcement.

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OhMan, Boston, Ash & other strong BULLs out there, what is your take on this part:

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of thirty-three percent (33%) of the voting securities of the Company (other than by means of conversion of the Notes and the Conversion Shares issued together with the Notes); (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than sixty-six percent (66%) of the aggregate voting power of the Company or the successor entity of such transaction; (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than sixty-six percent (66%) of the aggregate voting power of the acquiring entity immediately after the transaction; (d) a replacement at one time or within a one (1) year period of more than one-half (1/2) of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof); or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above..."

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-5.htm (Page 2 from the exhibit of the 8-K)

I haven't got much time to thoroughly read through every single word. I was trying to figure out quickly in the case of M&A announcement, how exactly the conversion process works. Restrictions, Permissions of any kind regarding the conversion process. It does make a dif. ... depends on how many shares will be added to the total fully diluted shares as "denominator" under the BO VALUATION which will directly affect the payout per share. I do know max cap at around 600K shares.

Like if they can terminate the warrants like this:

https://www.sec.gov/Archives/edgar/data/1004608/000119312512033342/d292153dex101.htm

If so, it will bring the fully diluted shares + 10% COC incentive + 600K from new notes to only around 4 mils shares instead of the new total of 5.5 mils

$X BO Valuation / 4 mils will yield way higher payout per share than $X BO Valuation / 5.5 mils!

Another way to look at this is Zimmer might save $$$ too:

For example only, in order to pay $200 per share over M&A:

$200 X 4 mils = 800 mils (cost Zimmer)

$200 X 5.5 mils = 1.1 Bils (300 mils more cost to Zimmer)

They don't need much money if Zimmer takes over the tiny debt from LLC & remaining balance of 2 new notes. At least they can terminate one set of warrants. Proceeds from 1 set of warrants of $4 mils = enough to close the book nicely.

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The BEARs are just mad & panic because they wanted to see S-1 from Sonny since November 1st, 2017 @ $2 per share. Didn't Happen! Hercules (their safety net) is now officially gone as well! I am banking on Zimmer can't drag on forever as they need the damn tech to kick start their big, meticulous plans. Also, they have nothing much to help them to grow as well. BEARs are like "magna magna magna" in the house (so scary). They make it sounds like Mr. Kim already pressed the button on his desk to send something to America...lmao...This isn't like 3 or 2 years ago for magna to screw AMDA up man. Current status:

Zimmer Japan Loan - check

Zimmer Spine HQ - check

Zimmer new CEO - check

Zimmer new Spine President - check

Hercules gone - check

Financial Statements Restated & Fully Audited - check

AMDA - loss EPS is so close to $0 - check

Clean Capital Structure - check

2018 Trump Tax Benefits - check

etc...

so damn ready!

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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!

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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!

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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! 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!!! ***

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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:

Warrant Calculations

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

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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).

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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!

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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!

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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!!!