Thursday, February 15, 2018 5:38:04 AM
================PREVIOUS POST==============
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138109387
Boston's blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138490855
==============THE S-1========================
THIS IS NOT A PUBLIC OFFERING OF COMMON SHARES TO JUST ANYONE! IT'S NOT AN OFFERING OF DISCOUNT PRICE BASED ON CURRENT TRADING PRICE PER SHARES!!! DON'T FEED THE BEARS!!! READ THE FILING CAREFULLY!
This is a killer move by Sonny! The purpose of this S-1 is to obtain $$$ to get rid of these note holders that biting on the assets of AMDA! They could be in the way...like not granting letters of consent to let the M&A to proceed!
Prior Sonny LLC Loan:
Hercules = The only one biting on the assets.
After Sonny LLC Loan:
1. Hercules = Senior
2. Sonny LLC = Junior
By Jan 1st, 2018 = Hercules Gone = With 2 New Note Holders = Sonny used Magna & Anson as a bridge to kick Hercules out!
1. Anson, Magna (Same Ranking) = Senior:
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm
2. Sonny LLC Loan = Junior:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217008482/form8-k.htm
&
Now the proceeds of this S-1 will use to kick Anson & Magna out for good = free the assets from M&A event!!! No more begging them to provide the letters of consent for M&A! 100% in Sonny's control once Magna & Anson are gone!
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-4.htm
$3 mils or higher will trigger a mandatory payoff!
&
https://www.sec.gov/Archives/edgar/data/1269026/000149315218002146/forms-1.htm (Page 105)
It means they could stop the offering once it hits a certain millions..could be $4 mils, $5 mils, etc...depends on how much they think they need until the M&A announcement!
Also,
https://www.sec.gov/Archives/edgar/data/1269026/000149315218002146/forms-1.htm#a_006 (Page 10)
It means the conversion price is based on:
40 tradings days after the Expiration of the Right Offering
*** From now until Zimmer's 1st Quarter CC (around April 27th) = 50 trading days! ***
*** ZIMMER's CEO HINTED 1st Quarter CC - Major Events for their investors ***
Whoever exercise the right to buy these set of preferred shares will have to wait until at least that time to convert to commmon shares based on the agreed set price at that time!!! NOT BASED ON CURRENT TRADING PRICE & NOT CONVERTING INTO COMMON SHARES FOR LESS THAN THE CURRENT TRADING PRICE!!!
If by then, M&A news already out, the share price might be trading at $50, $100, $200, etc...then the SET PRICE could be like this:
$2.70, $2.70, $2.80, $10, $15... $50, $100, $200...etc = 40 trading days, then they will pick a FAIR SET PRICE based on 40 trading days PPS...after the SET PRICE, they will have to pick...from 2 scenarios again:
WHY 40 TRADING DAYS??? FAR AWAY!!! HAVE TO BE A REASON!!!
For example, if the SET PRICE by then is $20 or $30 per shares or could be way higher due to M&A announcement, the $10 millions can only be converted into:
$10 mil / $20 = 500K Shares!!!!!!!!!!!!!!!!!!!!!!!!!!!!
or even less if
$10 mil / $30 = 333K shares!!!!!!!!!!!!!!!!!!!!!!!!!!!!
*** Magna & Anson have to right to convert around 700K shares!!! ***
Which ones is a better deal!!!??? which ones is better for shareholders???
But if M&A is $200 per shares ($1 billion Buyout), then they still make 7 to 10 folds the $$$ (Guarantee).
Remember, the offering (with some restrictions) is only for current shareholders & BOD! There must be some hidden, big share owners (the friendly ones with less than 5% ownership - Exempt from Form 13) will take these offers & snap up that 10K preferred shares (@ $1k per share = 1000 units) quickly! It looks like it's all planned out by Sonny & Team!
Up coming events that could spike the share price:
1. Japan approval = 6th months at the QMS process (read my previous posts for details) = Randomly, any day now.
2. M&A announcement randomly (could be waiting on Japan Clearance)
3. M&A announcement on this day or before this day?
AAOS 2018 Annual Meeting
MARCH 7–MARCH 9, 2018
New Orleans, LA
https://www.amedica.com/news-media/events
Why this ones is interesting? Watch!
http://investor.zimmerbiomet.com/news-and-events/news/archive/16-06-2003-192546797
&
http://investor.zimmerbiomet.com/news-and-events/news/archive/24-11-2003-192536938
&
http://investor.zimmerbiomet.com/news-and-events/news/archive/02-12-2003-192536329
*** THEY LOVE TO BRAG ABOUT THEIR NEWLY ACQUIRED TOYS/TECHS ***
4.10K - Annual Financial Report for the year 2017 Due by April 2nd, 2018 or sooner.
https://www.lexology.com/library/detail.aspx?g=0fc74154-49a6-4ef4-ace2-bc43882baec9
THIS WILL BE A BEAR KILLER 10-K! REVENUE IS SIGNIFICANTLY JUMPED!
Before I get into the details, let's do some calculations first...
By Oct 1st, 2017...
https://www.sec.gov/Archives/edgar/data/1269026/000149315217015266/form10-qa.htm#C_002 (Page 6)
1.$2,816K - $1,680K ($560K X 3 months Hercules payments = Oct, Nov, Dec 2017) = $1,136K
2.$1,136K - $85K (POS AM Filing Fee on Jan 20th, 2018) = $1,051K
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000806/posam.htm (II-1)
They spent $1,051K in 120 days - Oct 1st, 2017 to Jan 31st, 2018!!!
Or could be only spent $1,000K ($50K left in the coffer by Jan 31, 2018), that was why they got the loan for $500K:
https://www.sec.gov/Archives/edgar/data/1269026/000149315218001342/form8-k.htm
So So So...
From Oct 1st, 2017 to Jan 31st, 2018 - each month they burned about $235K to $265K.
You guys agree?
The Condensed Consolidated Statements of Operations from 2012 to September 30th, 2017. All data pulled from:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001269026&type=10&dateb=&owner=exclude&count=40
First time post images, if the image doesn't work, please click the link below to see:
Condensed Consolidated Statements of Operations from 2012 to September 30th, 2017
Use the information from above, I came up with this:
If you don't see the image, please click the link below to see:
Calculation Method
Out of 10,000 plus combinations of scenarios, below is the list of 75 cases (yes only 75 scenarios) that meet 2 important criteria:
1. -235K to - 265K LOSS of CASH PER MONTH FROM OPERATIONS
*** Please see Column 10 in the image below ***
2. 18,000K ($18 Mils) to 21,000K ($21 Mils) Est. Revenue for the year 2017
*** It means 4Q 2017 revenue - around $9 Mils to $12 Mils ***
If you don't see the image, please click the link below to see:
75 scenarios
Why 18 Mils to 21 Mils? Boston caught it!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137995526
Based on his findings, 5,000 units implanted in 2015 - the whole year revenue of $19,453K ~~~ $20 Mils/Year!!!
&
In 2017, 5,000 units implanted as well!!! So the revenue should be on par with 2015 = around $18 Mils to $19 Mils range (depends on the price per units)
*** ALL REAL BULLS, PLEASE CHECK MY WORKS - YOU WILL SMILE ***
My last quote nailed it:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138109387
3 to 5 VPs from Zimmer transferred to AMDA to set up sale channels; Took them months - Finally revenue starts to pull in 4Q 2017!!!
*** Pre-acquisition integration prior M&A announcement! ***
The next image will show how quickly Zimmer will instantly profit from Spine products as soon as M&A is completed:
If you don't see the image, please click the link below to see:
Instant Profit For Zimmer
With Zimmer's vast resources, it's so easy for them to pull in $75 mils to $100 mils in 2018...just from Spine products (not including Japan yet)...& other products yet.
5 years penetration rate - will easily hit $200 Mils[t][/t] - $500 Mils per year for Zimmer in 2022 (with other products as well), which translate to $1 to $1.8 Billion BO Fair Valuation!!!
Please see my previous posts for details of calculations!
This pragmatic world is operated based on #...I am a # person...everything is based on calculations!!! NO BS!!!
===============Internal Control Weakness Disclosure==============
https://www.crowehorwath.com/jobs-act/
https://imaa-institute.org/docs/m&a/towersperrin_13_Due_Diligence_Under_Sarbanes-Oxley.pdf
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! ***
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:
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:
“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”Uno””Cinco”, old time SNAPS = all the same ***
Also, wink @ doyourdd = steder, tkmoney, stokthought, nutgut, ...etc & the et al...LMAO!
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 ***
==========================
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.
So I am not stressing out (over the BS slinging from BEARs)
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.
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!!! ***
=======================
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!!!
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