SiNtx Technologies Inc (SINT)

[CL101]

Hello REAL BULLs:

First off, they filed the DEF14A to host a mandatory annual meeting that they owe NASDAQ & shareholders would make the M&A off the table? LMFAO. General Annual meeting (DEF14A) & Special Meeting for M&A (DEFM14A) are 2 different events. The final deadline for the Annual Meeting (for the year of 2017) that NASDAQ gave to them until June 30th, 2018 is NOT a joke (but instead a last chance by the new revised rules). If they missed to meet on that day, it will be INSTANTLY delisted right away without anymore mercy! The old rules ... any companies that missed the annual meeting by Dec 31st yearly (if the fiscal year starts on Jan 1st), would get delisted right away. Until recently, SEC granted new rules on annual meeting & listing:

Proposed Revision

https://www.sec.gov/rules/sro/nasdaq/2015/34-76731.pdf

Order Granting Approval

https://www.sec.gov/rules/sro/nasdaq/2016/34-77137.pdf

Why the heck Sonny wait until now to host the annual meeting? Why not get that done last year? Possibly like the BEARs said, he might get voted out ("BAD BOYs" might have held more voting shares go against the voting). It looks like the "GOOD BOYs" holding more voting shares by now...or else Sonny will risk himself to get voted out & screw up the whole M&A Plans in the work (yes with Zimmer, so many pieces of evidence point to Zimmer!). Another important point, think "Corporate Image" is important too, esp. when you are merging with a big cap company (500 fortune companies). Clearing off the NASDAQ delisting warning is to fix the "Corporate Image" as well...and possibly is required for the MERGER process too. I posted previously that some companies skipped the annual meeting & they just hosted the special meeting to vote on the M&A. From 500 examples, only 80 cases (16%) out of 500 cases skipped the annual meeting, here is the image again:

https://imgur.com/a/3tXj8Ck

It means 420 companies (84%) hosted both types of meeting in the year they had M&A event. So again, hosting a late, mandatory Annual Meeting that they missed has nothing to do with the M&A in the work (YES WITH ZIMMER, BANK ON THAT!!!). Here is the list of 27 cases out of 420 cases that announced M&A news just days AFTER they filed the DEF14A (to host General Annual Meeting), not after the meeting day:

https://imgur.com/a/iCkdxY9

Anyone can go to here to search & verify all info:

https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html

So the BEARs can keep spinning, but nothing can stopped the M&A in the work...ESP. THEY CLEARLY SPELLED OUT "SALE OF THE COMPANY" IN THE RECENT S-1 & PROSPECTUS FILINGS, which they never ever disclosed these set of words in previous years. I still strongly believe Japan Clearance is the last piece of milestone they are waiting on. I also think it will be a FULL CSC clearance like in EU & Australia (cough cough the FraudDA on this). On previous post, I laid out the theory that the Australia Clearance on FULL CSC is just to play a "supporting role" together with EU Clearance in FULL CSC to support the Japan Clearance (hopefully FULL CSC). Last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140745730

Now, look at these newly joined members:

https://www.fda.gov/MedicalDevices/InternationalPrograms/IMDRF/default.htm

So after the Japan Clearance, it will be easy to get Clearances in the countries from other members in IMDRF.

In addition, I mentioned about "ZERO liabilities" preparation is what Sonny is setting up to Merge with Zimmer. A simple "Acquisition" transaction like they had on LDRH back in 2016 for a billion dollar doesn't require much of the preparation work from the target company. "Merger" is more complicated than "Acquisition". Liabilities is the last thing that acquirer wants from the target company.

When complete, the subsidiary survives the merger, holding all of the assets and liabilities of the target company.

https://pitchbook.com/news/articles/ma-101-the-difference-between-mergers-and-acquisitions

& Matmar noticed something, which I also caught in the 10-Q as well:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140826171

If you look closely in the 10-Q, it's noticeable that Sonny cleared off $2 mils liabilities in the book (which directly killed the EPS a little bit)...the concrete evidence to back the theory of "ZERO Liabilities" preparation on AMDA end. Look for "Loss on extinguishment of derivative liabilities" & $500K more on "other liabilities" lines in the 10-Q:

https://www.sec.gov/Archives/edgar/data/1269026/000149315218007177/form10-q.htm

Liabilities reduction evidence which backed what i said in the previous post on "ZERO Liabilities" preparation.

Where is the $2+ mils from the exercise of warrants on the recent FDA news (March 6th)??? Why is the COH only at 409K end of Q1 (March 31st)?

Look on Page 3, Line "Accured Liabilities" & Line "Derivative liabilities" , there you see the $$$ from warrants exercised used to knock down a portion of liablies they have.

https://www.jw.com/wp-content/uploads/2016/09/514.pdf

(Page 7-8 on Liabilities)

==========WHY I DID NOT MENTION ABOUT THE RECENT OFFERING IN THE LAST POST====

First, let me try to point out Sonny's cunning way to deal to with these toxic financers!!! Here is my take on Sonny games on "churning $$$ around" as he bought time...Sonny played the "death spiral", toxic financiers Magna & Anson - the BEARs love to use the terms "death spiral, toxic finance" to scare the REAL BULLs...LMFAO. Now let's see how Sonny played these toxic financiers:

3,022,073 shares of common stock, $0.01 par value, were outstanding as of December 29, 2017

https://www.sec.gov/Archives/edgar/data/1269026/000149315217015266/form10-qa.htm

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

&

FDA Clearance day, 600K shares + 600K (amended) shares = 1.2 mils shares from exercise of warrants.

https://www.sec.gov/Archives/edgar/data/1269026/000149315218002939/form8-k.htm

&

Shares of Common Stock outstanding before this offering(1) 4,276,844

(1)The information above is as of April 16, 2018:

https://www.sec.gov/Archives/edgar/data/1269026/000149315218006681/form424b4.htm

So basically, only 76,844 shares diluted from Magna & Anson notes so far. Instead of 660K shares dilution (& even worse if the M&A is announced while the balance of the loan isn't paid off yet, which will turn into almost 2 million more shares (based on the current price) per the loan contracts - automatic conversion in case of fundamental transactions)

To sum up the way Sonny buys "time":

On Jan 04, 2018 - Got the loan from Magna & Anson to paid off Hercules Loan, which the payoff deadline was Jan 2018.

On Jan 31, 2018 - Got the loan from L2 to get the $$$ to make payments to Magna & Anson (to minimize the dilution to the OS - choice of pay $$$ or shares).

& Now, the $ from the recent offering (as stated clearly in the S1 filing) is to pay all of them off at once (including Sonny LLC $2.5 mils balance).

So evidently, Magna & Anson didn't get a chance to fully convert the maximum number of shares for cheap!!!

What make you think Sonny won't have a cunning plans for the current preferred shares & warrants?

There are quite a few variables in the conversion of shares. I don't think it will be a best scenario (0 conversion) or a worst scenario (all conversion) in regard the total outstanding common shares at the end. There are limitations on 4.9% ownership. It takes 60 calendars days notification to move up to 9.9%, then another 60 days calendars days notification to move up to 14.9% (which I think is the ceiling for a single entity to own a stake of AMDA). Ask yourself - how many sets of "60 calendar days" left in this year? DO YOU REALLY THINK ZIMMER CAN JERK THING AROUND LONGER WHILE THEIR BIG INVESTORS ARE LOSING PATIENCE ON HANSON? HANSON HAS NO MAGICAL WAND TO TURN ZIMMER AROUND - THE KEY IS TO OWN SI3N4 TECH!!! A few extra possibilities scenario to consider:

1. The money from the warrants conversion can buy back all the preferred shares (& the company is holding the CARD to buy these back - read the filing)

2. Japan Clearance might come with $$$ for milestones completion to buy back these preferred shares as well.

3. "40 trading days" from the closing day - is around July 13th or July 15th....many things can happen by that time...esp. the Japan Clearance should be in by then.

4. M&A news out of the blue (should be time to announce the god damn M&A already Sonny)!

&

Why didn't Sonny get the offering done back in Jan or Feb? If they ever filed the S-1 back in Jan or Feb, then the offering should have been closed in March. Hence, "the 40 to 80 trading days" period is around this time, what would happen to the share price now? It would be "dreams come true" for the share price manipulators (the BIG BEARs). But...strategically, the offering closed on May 14th, 2018. So, the "40 trading days" from May 14th is around mid July, which is the time that JAPAN Clearance should show up as well (or could be sooner - any day in June!!!), once Japan clearance shows up (the last piece of puzzle), which I believe will lead to M&A announcement. We will find out how Sonny play this games on share conversions & the merger price per share for common shares owner, once the M&A announced. As for me, I won't jump to conclusion too soon on how the conversion will end up.

=============FAILED TO DELLIVER DATA=======================

2nd half of April 2018:

20180418|23435407|AMDA|485|AMEDICA CORP COM PAR $0.01|1.48
20180423|23435407|AMDA|10000|AMEDICA CORP COM PAR $0.01|1.45
20180424|23435407|AMDA|25|AMEDICA CORP COM PAR $0.01|1.37
20180425|23435407|AMDA|25|AMEDICA CORP COM PAR $0.01|1.38
20180430|23435407|AMDA|1498|AMEDICA CORP COM PAR $0.01|1.15

1st half of May 2018 (I only show info on a few interesting days):

20180510|23435407|AMDA|184078|AMEDICA CORP COM PAR $0.01|2.41

20180511|023435407|AMDA|76779|AMEDICA CORP COM PAR $0.01|1.14

20180514|23435407|AMDA|1456477|AMEDICA CORP COM PAR $0.01|1.20

All info. pulled from here:

https://www.sec.gov/data/foiadocsfailsdatahtm

Now we have to wait until June 15th, 2018 to see the 2nd half of May 2018 info. on failed to deliver # of shares.

In addition, as of May 15th, 2018, the short interest was around 780k shares (on 4+ mils OS only) - almost 400% jumped from Apr 30, 2018. CRAZY!

********short squeeze link**************

Whoever owns these short positiond will try to scare the REAL BULLs to give up their shares for them to cover lower. SO BE CAREFUL WHEN READING POSTS & INFO. OUT THERE. ALWAYS DO YOUR OWN RESEARCH! Any post without links to back the info. up or without proof of any claims = OPINION W/O FACT TO ME - I take extreme cautious when reading these posts.

As we are so near to the announcement of this long waiting M&A (even the S-1 said "Sale of the company" already), BIG BOYS could be competing with each others to scoop up shares to cash out on the big news too. It's all about scaring the little retail REAL BULLs into giving up their shares!!! So be careful, many BIG SHARKS out there want your shares!

Keep Truman's Quote in mind at all time:

"Can't convince them, confuse them."

Therefore, REAL BULLs, don't let the unverificable info. confuse you!

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

So far 99% M&A, I am waiting for that last 1% (the announcement - can't wait to read the details of this merger!) & of course, obvious as hell, it will be w/ Zimmer!!!

The partners:

https://seekingalpha.com/article/4110015-amedica-amda-presents-ladenburg-thalmann-2017-healthcare-conference-slideshow (Slide 27/30)

Too many pieces of evidence showing the deep connections between Zimmer & Amedica. Now ask yourself why in the slide, you don't see Zimmer's name on it as a partner? Why Why & Why? If you add 10 lbs of common sense to the think process, it will just be 1 damn reason:

Zimmer soon will be the owner of the tech NOT a partner!!!

Another side note on Japan Clearance:

*** Sonny clearly said Japan Clearance Application already submitted when he was presenting at this conference in September 2017; Amedica's Twitter page shows the New ISO 2016 Certificate (requires for Japan QMS process) was in effective August 03, 2017. Therefore, we should be at the 10th month in Japan process at this moment & Class III Approval Timeline in Japan is around 9 - 11 months max ***

I provided countless of information on Japan Clearance on previous posts.

In Japan, $800 mils market size is just on spinal fusion devices alone. If Zimmer can snap up 20% market share in just this spinal fusion devices market, that would turn into $160 mils revenue yearly (directly boost up their cash flow as well) >>> worth $1 billion valuation = same like LDRH that Zimmer paid $1 for it. I am not an expert on M&A, but I have 2 pieces of evidence to back my quick, "mickey mouse" valuation method up:

LDRH yearly revenue was $160 mils & was bought for $1 billion.

Zimmer is divesting the dental unit that has $400 mils yearly revenue & was valued by some experts at $1.6 billion.

So the multiple to use here is range from 4 to 6 times the revenue.

Just Japan alone, not even including other regions/countries & many other devices/applications. So the valuation is crazy on this Si3N4 tech.

I still stick to the upfront payment + IPR&D (milestones payment)...& I believe Zimmer will pay via shares exchange & possibly some cash upfront.

I also provided countless information & real examples on many M&A valuations in many previous posts.

Lastly, Zimmer got the new titanium device added to their product lines is like Jack in the Box added curly fries to their regular fries on their menu (LOL). Nothing exciting! Hence, Hanson didn't even bother to talk about that in their recent Q1 Conference Call. It also means it was not the "new products" he promised his big investors all this time. Their investors were catechizing numerous of times about his so called "new products"! "not going into details as of now" is what He used as an excuse to them.

Another anology would be adding bigger capacity & reduce a little charging time on EV cars (but still use the nasty, lithium-based technology - directly, negatively impact our lovely earth)...nothing exciting about that...until the time they can use SOLID STATE battery technology w/ less harmful ingredients to the our lovely earth.

SO, adding the superior biomaterial Si3N4 to help to strengthen/replace/improve their current product lines & gain new market share over the current king of hip fermol head - ZTA-based biomaterial & taking over the gold-standard, spinal fusion device - PEEK-based biomaterial, then it is considered EXCITING news for Zimmer's investors.