SiNtx Technologies Inc (SINT)

[CL101]

Hello BULLs … Strong BULL with ”Nuts & Bolts” in the room again to counter the BEARs spinning again …

I apologize if I didn’t reply to your post directly.

================PREVIOUS POST==============

My last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137857723

Boston's blog:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137852668

=====AMEDICA PROVIDES BUSINESS UPDATE FOR WHO ACTUALLY?========

Once M&A news is out, AMDA RETAIL Investors’ jobs is pretty much done. BUT, it’s just the starting process for these big guys:

https://whalewisdom.com/stock/zmh

*** They own nearly 90% of Zimmer ***

These big guys’ first reaction will be like … what? Zimmer is buying Amedica who? Who is AMDA? Is Zimmer paying too much? Is Zimmer paying a fair price to acquire Si3N4 tech? They start to do research on who is actually Zimmer is buying? They have to learn about AMDA & Si3N4 Tech. How? Where? They will browse AMDA’s website…read through recent Financial Statements. Read the most recent business update...etc...

First off, IT’S ALL BIG CAP! Notice the different:

https://www.amedica.com/news-media/press-releases

*** Get some attention, isn’t it? Also, there WASN’T the same type of
business update like this one ever … I mean at the beginning of the year though – Not in 2017, Not in 2016, Not in 2015, & Not in 2014 as well. Check it yourself. ***

&

Together with that, we have all the Financial Statements, Restatements, & Amendments. All up to date for Zimmer’s big investors to dig into & measure the fair value on the BO.

================RISK vs. REWARD – A REALISTIC VIEW=================

If I put $100 on a casino table … I have less than 50% to win $100 before tax … I have more than 50% to lose all $100!!! All based on luck!

https://wizardofodds.com/gambling/house-edge/

If I put $100 in a CD account, 12 months from now, I will make $3 on interest before tax. Higher chance...but too less gain.

If I invest $100 in AMDA @ current trading price & based on 6 Mils fully diluted shares count:

1* If BO is $120 Mils, then I will make $500 before tax = 5 times the $100 original investment

*** AMDA should be trading at this Market Cap! ***

2* If BO is $600 Mils, then I will make $2.9K before tax = 29 times the $100 original investment

3* If BO is $1.2 Bil, then I will make $5.9K before tax = 59 times the $100 original investment

4* If BO is $1.8 Bil, then I will make $8.9K before tax = 89 times the $100 original investment

5* so & so…

THIS IS NOT A GAMBLE, well at least to me! IT’S A SOLID INVESTMENT BASED ON REAL DUE DILIGENCE BACKED BY TONS OF FACT! A real company with unique, superior tech that can penetrate huge market. How long do I have to wait to see the return on this investment? Here is the thinking out loud from me … If they want to close the deal by end of Q1, then M&A news could be as soon as tomorrow & latest is on Feb 15, 2018 (based on M&A average time line of 35 to 70 days). If they want to close the deal by end of Q2, then the latest for them to announce the M&A news is around the end of April 2018 (which is around 90 days from today). I don’t have to wait 90 years – just roughly 90 days MAX to see a lucrative return of investment. SO BEARS – QUIT IT! I AM NOT LEAVING! In between, there are quite a few catalysts (Japan, FDA, 2017 – 10K with surprise bump in revenue) that can send PPS flying as well. My previous posts showed that we are at the last chapter of this M&A Saga. There must be something they are waiting on!!! What is it? I sure don’t know. Am I going to listen to the BEARs’ BS & leave? NOT A CHANCE! I can wait, but I am sure Zimmer can’t wait much longer. They need Si3N4 to help them to grow their stalling business:

Spine 4Q-2017 = $194.3 mils vs. 4Q-2016 = $191.3 mils

*** What a joke - LDRH doesn't help much, even after 5 Quarters = Fully Integrated! ***

Total YOY revenue growth = 1.8% !!! Pretty much stalling!

https://www.sec.gov/Archives/edgar/data/1136869/000156459018001032/zbh-ex991_6.htm (Page 15)

GUIDANCE:

Zimmer Biomet Holdings sees Q1 2018 EPS of $1.84-$1.91, versus the consensus of $2.02. Zimmer Biomet Holdings sees Q1 2018 revenue of $1.955-1.995 billion, versus the consensus of $2.01 billion.

https://www.streetinsider.com/Earnings/Zimmer+Biomet+Holdings+%28ZBH%29+Reports+In-Line+Q4+EPS%3B+Guides+Q1+Modestly+Below+the+Street/13737895.html

*** Q1 Guidance Below Wall St. Concensus! ***

Zimmer was/is dreading on their inferior biomaterial (tantalum) while they were looking for alternative biomaterial (Si3N4). Signed the LOI with AMDA (leashed up the tech without any real, legal responsibility). Their whole plan was using AMDA's resources (private + public paid-in capital) to help them to research on Si3N4 tech before they pull the trigger to own the tech completely (which is about to happen). They have learned a lesson with Trabecular Metal - Tantalum. If the Si3N4 tech ever failed, they would have nothing to lose anyway. Easy back out! Smart move! Fortunately, AMDA’ Si3N4 tech yields excellent results. Work as promised! Strategic reasons (you can call it “shady”, I would call it “smart”), they are hiding behind the curtain to pull the string on tiny AMDA:

1* Signed LOI (w/ NDA provision of course) using “major ortho company” as an identity

2* Tested Hip product using “strategic partner” as an identity

3* Tested Dental product using “JDA” as an identity

4* Last but not least, Japan MAH (Marketing Authorization Holder) is Zimmer GK – still no official disclosure as of now – MAH is one requirement for clearance application in Japan.

First off, Si3N4 tech showed successful clinical trial results on Spine products:

Results from Amedica's CASCADE clinical trial showing effective spine fusion with porous silicon nitride without added bone graft are now published in the European Spine Journal. A similar trial (SNAP) compared silicon nitride to PEEK in lumbar fusion; preliminary data from the SNAP trial are consistent with previous observations that silicon nitride shows enhanced and earlier spine fusion than PEEK.

https://investors.amedica.com/press-releases/detail/99/amedica-releases-2016-preliminary-earnings-report-and

The company has completed the data collection associated with its Level 1 SNAP lumbar spine clinical trial. Initial review supports the efficacy of silicon nitride as a spine fusion material, consistent with a large volume of data already published by Amedica. Results of the SNAP trial are expected to be published during 2018.

https://www.amedica.com/news-media/press-releases/detail/113/amedica-provides-business-update

Summary. Silicon has been reported to be involved in an early stage of bone formation as a result of earlier in vitro and in vivo studies in this laboratory.

https://www.orgonosilica.com/img/cms/Scientific%20Studies%20USA/Silicon%20Bone%20Tissue%20Intl%20Carlisle.pdf

Calcified Tissue International - 9 1981 by Springer-Verlag

*** Silicon helps in bone growth - discovered decades ago – AMDA perfected the tech ***

https://www.researchgate.net/publication/317722526_Silicon_nitride_surface_chemistry_A_potent_regulator_of_mesenchymal_progenitor_cell_activity_in_bone_formation

& Zimmer already had robot-assisted surgery platform in Spine & ready to rock & roll any day:

Rosa Brain and Rosa Spine robot-assisted surgery platforms; the Rosa Spine device won 510(k) clearance from the FDA early last year. Both Rosa systems have CE Mark approval in the European Union.

https://www.massdevice.com/zimmer-biomet-shoots-robot-assisted-total-knee-release-next-year/

& then Zimmer wanted to see the results on joint products...

Zimmer wanted to make sure Si3N4 can do well in joint replacements (Knee, Hips) as well. Kick the gold standard oxide ceramic (ZrO2 & Al2O3) hip products in the butt (grand plan – replace first, then compete later):

http://www.mdpi.com/2075-4442/4/4/35/htm (Details Hip Test Results)

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137892821

The average burst test strength for the silicon nitride femoral heads in these tests was 75 kilonewtons, or kNs, compared with 65 kN for BIOLOX® delta, or about a 15% improvement. The burst strengths observed in our tests for BIOLOX® delta femoral heads are comparable to those observed by an independent party testing the same design BIOLOX® delta femoral heads as we did. We also conducted burst strength tests of 36 mm femoral heads made from our silicon nitride which showed those femoral heads had burst strengths that averaged 164 kN.

https://www.sec.gov/Archives/edgar/data/1269026/000149315217015072/form10ka.htm (Page 16)

*** Try to search for “PEEK”, “titanium”, “oxide ceramic”, “cobalt”, you will see tons of results in the filing - Try to search for “tantalum”, you will only see 1 result! – Meaningless to compare with the tantalum biomaterial that Si3N4 will replace later anyway - it means Si3N4 will replace Zimmer’s tantalum biomaterial after M&A - Zimmer’ silent plans – slowly but surely!!! ***

audible squeaking occurs in up to 2 percent (as high as 10 percent according to some studies) of patients, particularly younger, taller, more active recipients who place more stress on the joint.

https://www.recallcenter.com/hip-replacement/types-of-implants/

Catastrophic failure – in a small number of patients, the ceramic hip implants have fractured. The implants must be removed and revision surgery is required.

http://www.defectivehip.org/ceramic-implants/

https://www.ceramtec.com/ceramic-materials/silicon-nitride/

*** ONLY AMDA’ Si3N4 Tech is MEDICAL GRADE on this planet earth[b/] ***

*** Si3N4 is less likely to fracture compares to oxide ceramic ***

https://www.ceramtec.com/ceramic-materials/zirconium-oxide/

https://www.ceramtec.com/ceramic-materials/aluminum-oxide/

Zimmer’s plan is to cut lose the oxide ceramic joint products later in time – more profit (when you have better ceramic biomaterial joint products – Si3N4 = lower wear rate, fracture free, no squeaky noise, no nasty nano-particle debris in blood stream [check Boston’s blog out])...

http://investor.zimmerbiomet.com/news-and-events/news/archive/15-10-2004-192528966

http://www.zimmersweden.com/medical-professionals/our-science/hip/ceramic-on-ceramic.html

http://www.zimmer.com/content/dam/zimmer-web/documents/en-US/pdf/surgical-techniques/hip/zimmer-maxera-cup-surgical-technique.pdf

&

Later in time compete with them, eat into their lunch & dinner as well:

http://www.stryker.com/en-us/gsdamretirement/index.htmstellent/groups/public/documents/web_prod/023545.pdf

https://www.depuysynthes.com/hcp/hip/products/qs/PINNACLE-Hip-Solutions

https://www.smith-nephew.com/documents/nl-anthology-surgicaltechnique.pdf (Page 20)

http://www.smith-nephew.com/professional/products/all-products/r3-acetabular-system/

https://www.businesswire.com/news/home/20160331006012/en/Bioceramics-Market-Analysis---Key-Players-CeramTec

*** See how the tiny AMDA has to compete with so many big guys out there = HATE = ATTACK on the stock = Cut enemy' supply = $$$ - Slow their progress down ***

Si3N4 joint products will fix this later:

https://www.lawyersandsettlements.com/articles/defective-hip-implants/hip-replacement-implant-failure-defective-8-22088.html

https://www.drugwatch.com/knee-replacement/litigation/

Moving forward to Dental:

This novel ceramic has a surface with potentially antimicrobial properties, and if this is confirmed in future research, it could be of great interest for oral use.

https://www.ncbi.nlm.nih.gov/pubmed/28301307

http://ceramics.org/ceramic-tech-today/biomaterials/killer-silicon-nitride-bioceramic-slaughters-bacteria-could-now-help-fight-gum-disease

Due to the NDA from LOI, Zimmer continuously hiding behind the curtain:

Submitted materials testing data and clinical data to the Japan PMDA

https://investors.amedica.com/press-releases/detail/88/amedica-corporation-reports-third-quarter-2016-financial (around Summer 2016)

With recent submission of favorable clinical data[b/] to the Japan PMDA, the company expects approval in that market as well.

https://investors.amedica.com/press-releases/detail/99/amedica-releases-2016-preliminary-earnings-report-and (around Summer 2017)

*** 1 year gap – small sample of Japanese patients’ clinical trial? ***

MUST passed the clinical trials phase BEFORE you can submit application!

https://www.pmda.go.jp/english/review-services/outline/0001.html

*** Regulatory Review, QMS, GCTP Inspection, etc … simultaneously happen[b/] ***

*** Looks like they already satisfied South Eastern Asian Patients Clinical Trial Data Requirement – 300 Asian Patients = 1% from 30K successful implant cases = EASY compilation ***

Genetic similarities among East-Asian populations
No major ethnic differences among Chinese, Korean and Japanese populations

https://www.pmda.go.jp/files/000207302.pdf (Page 14)

*** Work on Chinese = Work on Korean = Work on Japanese ***

We are at the 6th month in the QMS process (If the QMS process started late August):

https://twitter.com/AmedicaCorp (ISO image = July 28, 2017)

https://www.fdanews.com/articles/178015-japanese-mhlw-aligns-iso-134852016-with-its-own-qms-requirements

https://www.pmda.go.jp/english/review-services/gmp-qms-gctp/0003.html

https://www.pmda.go.jp/files/000203966.pdf (Page 31 - QMS process to approval = 6 months)

all foreign medical device and pharmaceutical companies selling in Japan must designate a MAH or DMAH.

https://www.pacificbridgemedical.com/regulatory-services/medical-device-pharmaceutical/local-agent-representation/japan/

NO MAH disclosure so far! Who is that again? Who is hiding behind the curtain again? “NDA” rings the bell again, isn't it? Who got the $189 Mils Loan in Japan back in September 2017?

On September 22, 2017, Zimmer Biomet G.K. (the “Borrower”), a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc. (the “Company”), entered into (i) a Term Loan Agreement (the “New Term Loan Agreement”) with Sumitomo Mitsui Banking Corporation (“SMBC”), for a new ¥21.3 billion term loan, and (ii) an Amended and Restated Term Loan Agreement (the “Restated Term Loan Agreement,” and together with the New Term Loan Agreement, the “Loan Agreements”) with SMBC, which amends and restates that certain ¥11.7 billion Term Loan Agreement between the Borrower and SMBC dated as of May 24, 2012, as amended by the First Amendment dated as of October 31, 2014, and which Restated Term Loan Agreement further extends the maturity date of the ¥11.7 billion term loan, reflects name changes and makes certain other changes. The term loans under the Loan Agreements will mature on September 27, 2022 and bear interest at a fixed rate of 0.635% per annum.

https://www.sec.gov/Archives/edgar/data/1136869/000119312517297866/d464265d8k.htm

*** $$$ for strip dancing party? OR for BIG, ambitious expansion in Japan to profit in SPINE business later? ***

all foreign medical device and pharmaceutical companies selling in Japan must designate a MAH or DMAH[b/].

https://www.pacificbridgemedical.com/regulatory-services/medical-device-pharmaceutical/local-agent-representation/japan/

https://www.jtp.co.jp/en/sv/en-life-sciences/medical/sp-pmdl/howtoapply/

*** AMDA sleeps w/ NGK; NGK sleeps with Japan MDM; Japan MDM sleeps with Zimmer GK[b/] ***

The connections are so obvious![b/]

Looks like lots of pending R&D expense, but...

https://seekingalpha.com/article/4110015-amedica-amda-presents-ladenburg-thalmann-2017-healthcare-conference-slideshow

On page 25, it says “EASE on R&D 2018” … who will take over the R&D expense??? Hello! Mr. Zimmer!

***** &&&&& *****

Someone mentioned:

How many companies have been acquired for a 2,500% to 10,000% premium over current market cap?

*** AMDA IPO Valuation = 80 mils in 2014

*** If AMDA’ Si3N4 tech is a failure, then AMDA is worth pennies!

*** Successful proven tech + 2nd Gen Si3N4 patents + other patents + milestones + more Regulatory Approvals + etc... = ADD another 100 mils minimum

*** AMDA should be trading @ minimum $120 Mils Market Cap – NOT $10 Mil Market Cap like now = Due to heavy manipulations from haters!

*** Then BO @ 10 Folds MC = $1.2 BILLION FAIR VALUE! = NOT expensive = RECORD setting BO premium in FRAUD St. later! I will not be surprised at all!

& Si3N4 is a unique tech, THIS IS SO AMDA:

C. The Hidden Gem That Cannot Be Found in Financial Reports: Intangible Assets

One of the strategic importance of intangible assets shows itself in a competitive environment, because intangible assets create competitive advantage. As a matter of fact, intangible assets provides sustainable competitive advantage due to firm-specificity, social complexity and causal ambiguity make them hard to imitate by rivals. Intangible assets can provide competitive advantage by enabling to entering into a large or growing market, gaining technological expertise and brand name.

http://arno.uvt.nl/show.cgi?fid=142476

*** This link also shows the details of other valuation calculation methods ***

If you want to guess the BO Fair Value based on revenue, then read my sticky post again. I presented quite a few examples.

================POS AM======================

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000806/posam.htm

On the first page, NOTICE 2 boxes ticked:

Smaller reporting company [X]
Emerging Growth Company [X]

First, let's talk about JOBS Act:

“Emerging growth company” defined. An “emerging growth company” would include any company with less than $1 billion of annual gross revenues during the most recently completed fiscal year. The $1 billion revenue threshold would seemingly cover most companies seeking to go public, not merely small or emerging companies. In fact, Dealogic has noted that 98 of the 107 companies that conducted IPOs in 2011 had less than $1 billion of revenue.5 Companies that completed an IPO on or before December 8, 2011 would not qualify as an emerging growth company.

A company would continue to qualify as an emerging growth company until the earliest of:

the end of the fiscal year in which its annual gross revenues exceeds $1 billion;
the date on which it has issued more than $1 billion in non-convertible debt during the previous three-year period;
the date on which it is deemed to be a “large accelerated filer” (generally a company with at least $700 million in public equity float and at least a one year SEC reporting history); or
the end of the fiscal year following the fifth anniversary of its IPO.

&

Relaxation of Restrictions on General Solicitation and General Advertising

The JOBS Act would mandate that the SEC relax existing restrictions on the use of general solicitation and general advertising in connection with private securities offerings pursuant to Securities Act Rule 506 of Regulation D if all of the purchasers are accredited investors and the company takes reasonable steps to verify the purchaser’s accredited investor status (using methods to be determined by the SEC). In addition, online and other platforms that permit the offer or sale of securities, general solicitations or general advertisements for Rule 506 offerings would be exempt from broker/dealer registration requirements under the Exchange Act so long as certain conditions are met.

https://www.andrewskurth.com/insights-886.html

https://www.wsgr.com/PDFs/Concurrent.pdf

It means AMDA is allowed to have concurrent offerings to raise capital. DON'T BE PANIC! READ EVERYTHING I PRESENT FIRST!Basically, the allowable rules:

1. Both Registered & Unregistered types of offering announce at the same time.

i.e.:

https://www.prnewswire.com/news-releases/soligenix-announces-pricing-of-5115000-concurrent-registered-direct-offering-and-private-placement-of-common-stock-priced-above-market-300546072.html

sale of 1,575,500 shares of common stock at a price of $2.00 per share in a registered direct offering and 982,000 shares of common stock at a purchase price of $2.00 per share in a concurrent[/] private placement.

Here is the SEC filing:

https://www.sec.gov/Archives/edgar/data/812796/000121390017011103/f8k103117_soligenixinc.htm

NOTICE the "Item 3.02. Unregistered Sale of Equity Securities." REFERRED to "Item 1.01."

This is a double pain capital raising for Soligenix retail investors:

a. The Public Offering increased their OS & the "Fully Diluted" Bucket got bigger as well.

b. The Private Placement also increased their OS - Even though the securities acquired had a holding period...& the "Fully Diluted" Bucket got bigger too.

Their "Fully Diluted" Bucket = OS (Common Shares) + Preferred + Warrants + Options + Private placement (Common Shares)

then now we have...

2. Unregistered type announcement first, then Registered type announcement later.

From what I know, if they announced the registered type first, then they can't announce the unregistered type later. This will forfeit the allowance of concurrent offerings under JOBS Act.I believe the SEC regulations overrule the JOBS Act.

Below is another example of concurrent offerings (registered common shares & unregistered, NEW warrants to purchase common shares):

NXT-ID, INC. Announces $4,000,000 Registered Direct Offering and Concurrent Private Placement as Part of Debt Reduction Program

Upon closing the Company anticipates that it will issue a total of approximately 2.94 million registered common shares and unregistered warrants to purchase approximately 2.50 million common shares.

http://www.marketwired.com/press-release/nxt-id-inc-announces-4000000-registered-direct-offering-concurrent-private-placement-nasdaq-nxtd-2240209.htm

AMDA scenario, "unregistered" type - announcement first = Magna, Anson notes. The recent "POS-AM" filing to register the OLD warrants to exercise to purchase common shares = "registered" type - announcement later.

400K monthly burn rate - based on 3Q 2017 Financial Statement. They only need some $$$ to last around 90 days - from M&A announcement to the deal is successfully closed...which is roughly about $1.2 to $1.5 mils.
If AMDA's coffer has $2 mils cash, they won't even need to file the "POS-AM". The main reason for this post-effective amendment filing is to load the ammo into Sonny's RUGER HAWKEYE ALASKAN. Sonny is now aiming at the BEARs. The next step is to pull the trigger (announce M&A) = RIP BEARS = The BULLs will be drinking rum & beer together with BBQ (BEAR-BE-KILLED) meat to celebrate. Also, I believe partial of the 1+ mils registered OLD warrants in the "POS-AM" will be exercised after the M&A news (enough proceeds to last 90 days as a safety measures until the deal is successfully closed). The unexercised stock options, warrants, preferred shares will be treated under cashless conversion.

This is an example of the notice to holders of warrants to purchase shares of common stock AFTER M&A announcement & AFTER Regulatory Approval = No registration needed:

https://www.sec.gov/Archives/edgar/data/902622/000119312511226702/dex99a13.htm

(Filed on August 11, 2011 AFTER FTC approval, means AFTER merger consummation...on August 03, 2011...)...as for AMDA, I believe the OLD warrants will be exercised after M&A announcement, but BEFORE FTC approval...means BEFORE merger consummation ... hence they have to register the OLD warrants like we saw on the recent POS-AM filing.

Their balance sheet showed they had $13+ mils CASH on hand during the M&A process with only $1.5 mils burn rate per month. Hence, they didn't need to raise cash prior the consummation of the merger. As for AMDA, we need some cash to burn through the M&A process. So it will be cash raise after M&A announcement & BEFORE consummation of merger. You guys follow?

*** In AMDA scenario, the Payout Per Share will be way higher than the $12 exercise price, hence the warrants holder will exercise part of the warrants AFTER M&A news & BEFORE merger consummation = SEC registration required = “POS-AM” filing***

As you can see, Sonny was trying his best to fight against the "dilution" all this time. First, his $2.5 mils loan, then the private placement (unregistered type) of max 20% dilution (controllable, slowly, monthly dilution) from the 2 notes holders to circumvent Hercules loan. Now, we have the registered, OLD warrants ready to exercise after M&A announcement - to pull in some cash for operations until the merger successfully closed.

Sonny spelled out clearly in the 10-K/A of 2016 about the plan of raising capital:

We are engaged in discussions with an investment banking firm to examine financing alternatives, including options to encourage the exercise of outstanding warrants

https://www.sec.gov/Archives/edgar/data/1269026/000149315217015072/form10ka.htm

*** Investment banking firms via private placements = Magna & Anson = Paid Hercules off ***

While the BEARs are still waiting for S-1 from Sonny...LMAO!

To sum up:[b/]

*** Soligenix = Increase OS 2 times instantly & Increase "Fully Diluted" Bucket instantly:

Registered = Common Shares

Unregistered = Also Common Shares

*** NXT-ID, INC. = Increase OS & "Fully Diluted" Bucket:

Registered = Common Shares

Unregistered = New Warrants to purchase Common Shares

*** AMDA = Increase OS slowly - with ceiling & Increase "Fully Diluted" Bucket slightly & slowly:

Registered = Old Warrants to exercise to Common Shares

Unregistered = Convertible Notes to Common Shares (controllable & slow dilution)

*** Every concurrent offering is unique to every company - AMDA's "POS-AM" to registered warrants is rare too ***

After this concurrent round of offerings, per SEC rule, 6-month bar from another offering. Will AMDA still be around in 6 months from now?

Yes, but not the ticker to trade on Nasdaq...will be similar to this:

https://employees.ldr.com/LDRTeam/Spotlighton/ArtMID/2738/ArticleID/3283/Amedica-signs-additional-OEM-letter-of-intent-supply-agreement-5-things-to-know

*** See how close AMDA to ZIMMER = on the same page ... someone from LDR knew something ***

Very soon AMDA’s website:

https://www.amedica.com/

will show a blue color theme like LDR’s with Zimmer logo on the page.

In addition, part of Zimmer’s Due Diligence on AMDA prior signing the deal…[b/]

4. A list of the current shareholders of the Corporation and the number of shares held by each shareholder;

ROLL CALLING all securities types (Common, Preferred, Options, Warrants) in exact #s - hence what we saw in the "POS AM" filing.

http://www.stewartmckelvey.com/site/media/stewartmckelvey/sm_ccca_checklist_2012.pdf

Some more links about M&A:

https://www.wallstreetoasis.com/blog/ma-transaction-timeline (Read comment section as well)

*** THIS LINK SHOWS DETAILS OF M&A TIMELINE – STEP BY STEP ***

https://www.wallstreetoasis.com/forums/walk-me-through-the-sell-side-ma-process-interview-question

https://www.wallstreetoasis.com/forums/sell-side-ma-process

https://corporatefinanceinstitute.com/resources/knowledge/deals/mergers-acquisitions-ma-process/

http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/steps-of-the-ma-process/

http://www.streetofwalls.com/finance-training-courses/investment-banking-technical-training/precedent-transaction-analysis/

http://www.richmondcapitalpartners.com/wp-content/uploads/2015/06/Acquirer-Due-Diligence-Checklist.pdf

[color=red]========NO EXPANSION PLAN = RUNNING ON BAREBONES = M&A PREPARATION ========[b/][/color]

Per Boston's inventory information:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138048460

&

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138045427

If AMDA is going solo, they will get a large amount of loan for expansion already. They will reinstate positions like CFO, controllers, IR team, etc like a real growth company that going from operation red to black. Instead, they are running on barebones with only the sale teams & contracts they signed w/ hospitals (in-house deals = recurring revenue w/o the involvement of middle man like 3rd party distributors/resellers – higher profit).

& They are focusing on spreading the words. A few Podium Presentations so far:

https://www.amedica.com/news-media/events

All signs point to BO! Not going solo!

[color=red]========PRE-ACQUISITION INTEGRATION RESULTS FINALLY KICK IN???==============[ b/][/color]

M&A integration master sent from Zimmer to AMDA:

After the Zimmer and Biomet merger in June of 2015, Mr. Lyons successfully integrated the sales organizations of both Zimmer Spine and Biomet Spine in the Central Region of the United States.

https://investors.amedica.com/press-releases/detail/89/amedica-announces-new-sales-leadership-and-provides

Selling implantable medical devices isn't like grandma selling cookies to kids at school. Grandma bakes cookies at 10 AM, then sold them all to kids by noon in the same day. Selling implantable medical devices - is a whole different process. First, they need to sign the contracts with hospitals. Next, they need to train the surgeons. Then, they start selling the devices & revenue starts to pull in - months after the time they signed the contracts with the hospitals. Boston, vey good catch:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137995526

&

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138069294

Looks like purchasing orders with hospitals months ago finally start to pull in real revenue.

===============Internal Control Weakness Disclosure==============

As a result of the Jumpstart Our Business Startups (JOBS) Act, signed into law by President Obama on April 5, emerging growth companies will be exempt from certain requirements of the Sarbanes-Oxley Act (SOX). Companies planning an initial public offering (IPO) will have more time to ramp up their SOX programs, allowing the companies to focus on expanding their business.

What exemptions does the JOBS Act provide? For the first five years after issuing an IPO, companies with revenues of less than $1 billion a year will no longer need to comply with Section 404(b) of SOX – which requires that the company’s external auditors attest to its internal control over financial reporting – unless:

The company’s revenue grows to more than $1 billion,

The company issues more than $1 billion in nonconvertible debt over a three-year period, or

The company’s worldwide public float exceeds $700 million.

https://www.crowehorwath.com/jobs-act/

Buyer CEOs and CFOs will have to rely on the target’s control procedures (at least until such procedures can be migrated to the buyer’s system of controls).

The buyer should also compare the target’s internal controls with its own to identify any deficiencies or differences. This will enable the buyer to prepare integration steps to harmonize both sets of control procedures after closing.

https://imaa-institute.org/docs/m&a/towersperrin_13_Due_Diligence_Under_Sarbanes-Oxley.pdf

Public company acquirers should address these and related concerns by conducting more comprehensive due diligence of a target's Sarbanes-Oxley compliance and financial disclosure and systems before effecting a transaction.

Acquirers also should require targets to make representations and warranties concerning internal controls, disclosure controls and procedures and other financial disclosure issues.

https://www.accountingweb.com/practice/practice-excellence/how-sarbanes-oxley-affects-merger-considerations

AMDA is exempted from the internal control compliance. They obtained the internal control weakness disclosure from BDO after the audits is for a smooth-ride M&A:

1* Help Zimmer During Due Diligence Process

2* No Hiccup During Regulatory Approval Process

3* Post acquisition – Help Zimmer on Internal Control Integration Process

http://www.ey.com/gl/en/services/advisory/role-of-ia-during-m-a

https://www.workiva.com/blog/staying-compliance-during-ma-transaction

http://deloitte.wsj.com/riskandcompliance/2017/10/25/on-the-boards-agenda-post-merger-integration/

http://www.elp.com/articles/print/volume-94/issue-1/sections/finance/managing-risk-during-m-a-integration-a-focus-on-internal-controls.html

http://www.globalcorporategovernance.com/n_namericas/074_079.htm

https://www.workiva.com/blog/staying-compliance-during-ma-transaction

Here is an example of unsuccessful merger due to the fact that they didn't disclose their ICW (Internal Control Weakness) before M&A announcement...especially they are the surviving entity from the merger...NO JOKING around with SEC:

Ticker = HOPE ($2.5 Bil Market Cap = No Exemption on ICW from JOBS Act)

https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=hope&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany

M&A announcement = 2017-01-24

In between, SEC questioned them about their books:

https://www.sec.gov/Archives/edgar/data/1128361/000000000017019209/filename1.pdf

https://www.sec.gov/Archives/edgar/data/1128361/000112836117000033/filename1.htm

https://www.sec.gov/Archives/edgar/data/1128361/000000000017022679/filename1.pdf

*** SEC DIDN’T QUESTION AMDA’s BOOKs[b/] ***

& "Change in Registrant’s Certifying Accountant.":

https://www.sec.gov/Archives/edgar/data/1128361/000112836117000027/a20170525hope8k-body.htm

*** NOTICE they didn't obtain the ICW disclosure from BDO! ***

The hang-up is tied to a “material weaknesses” Hope found in its financial reporting. The company had disclosed earlier this year that an issue arose with the audit of its 2016 financial statements.

http://roseryan.com/2014/11/4-things-no-one-is-telling-you-about-sox-compliance/

https://www.americanbanker.com/news/material-weakness-forces-hope-bancorp-to-scuttle-u-i-acquisition

Terminate the M&A in September 2017:

"* Hope Bancorp Inc - ? regulatory approvals required to complete merger will not be obtained prior to termination deadline of September 23, 2017?"

https://www.reuters.com/article/brief-hope-bancorp-will-terminate-propos/brief-hope-bancorp-will-terminate-proposed-merger-with-u-i-financial-idUSFWN1LW0GP

=============TWISTING – GRASPING – MANIPULATING FROM BEARs=======

As you can see from above, ICW disclosure isn’t really needed for AMDA (due to the size of the company = exemption from JOBS Act), they obtained the ICW disclosure to assist the acquirer in the M&A process.

BUT INSTEAD THE BEARs WITH MANY ALIASES ON MANY STOCK FORUMS WILL USE THE ICW DISCLOSURE FROM BDO & SPIN THEIR BALONEYS USING FAKE BK ARTICLE:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id= 134855438

*** Spreading false rumor = ILLEGAL ***

Who are they? Obviously it’s “Blue Popeyes” aka "Ta87" & the et al…

Back then, MBD was begging the retails to sell their shares! LMAO!

Also, Boston captured an image of "Blue Popeyes" once claimed that his mission accomplished - to bring AMDA to this level - low Market Cap.

They are not regular BEARs:

DKtraderJan 28th, 2:29 pm
only mentioned Brazil which does not have any impact on revs(100k or so),this was the update to you(retail) before the new shares come imho

“IT” isn’t retail!

Chart painters! MMs? Hedge Funds? Competitors’ in-house investing teams? Manipulate AMDA stock! SEC is waiting for his FAKE BK article again.

*** wink wink wink @ Ta87, MBD, FS”Cinco””Uno”, old time SNAPSS = all the same ***

Looks like the tail isn't tucked in properly! Retail Investors going to trust someone with so many aliases esp. the shady looking avatar of "Popeyes with Sunglasses"? SMH! Hell NO! LMAO!

Stuff they tried:

1. FAKE BK article
2. BS downgrade articles
3. BS Valuation articles – use old 2016 #s (loss of $16 mils)
4. FUDs about Magna, Anson death spiral…blah blah … NOT IPO era man…last chapter for AMDA!
5. Desperately posting the noncompliant link from Nasdaq
6. Purposely use vague, emotion-trigger phrase like … “dilution coming”
etc…

Targeting:

1. Less Market Experience Investors
2. Investors that don’t know who they are
3. New AMDA investors
4. Weak, Gullible investors
5. Investors that are not aware of their motives
6. Pay too less attention to their overall tactics

While they paint the chart:

http://shockertrades.blogspot.com/2011/05/market-maker-speaks-out-ways-of-market.html

Some other method is to sell to their own accounts...to walk the price down.

LMAO! All illegal attempts to steal shares from little investors from big boys! They need shares to cover:

http://www.nasdaq.com/symbol/amda/short-interest

& possibly naked positions…

One thing they won’t do is writing articles that telling the world about the rumor of Zimmer is buying AMDA? WHY? NO Rumor = REAL M&A - pending announcement!!!!!!

BIG rumor = FAKE BO … like these

http://fortune.com/2014/08/22/how-ma-rumors-spread/

http://mondaymorning.com/2017/05/10/pernix-soars-on-absolutely-no-news-naturally-rumors-of-a-takeout-flourish/

*** Pernix (PTX) got 3 times BO rumors in 3 years ***

There is also another gang "DoyourDD" & et al as well. A group of leeches sucking on AMDA since IPO? No agenda? SMH!

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

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...

*** CFDA on hold - Waiting on IP Protection - NO Clinical Trial ***

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 early March 2018! ... BEARs have been waiting for the S-1 from Sonny since the Nov 1st, 2017? LMAO! (WILL NOT HAPPEN - SONNY ALREADY REGISTERED WARRANTS)

... the only & next possible step:

3. Exercise Warrants for M&A events:

M&A news = $1.5 mils in the coffer instantly from warrants exercise in 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.

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

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 6 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 sometimes in Feb 2018 (we are at the 6th month since the QMS process). 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 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 expecting M&A), the BEARs will be game over! In the event of BK which is 0% 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!!!