Re Shelf and Poison Pill
(See biotechnician’s post...”something of GREAT VALUE”)
This, from the Shelf Prospectus (pg 15 middle)
“Nevada Anti-Takeover Law and Charter and Bylaws Provisions
Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more shareholders, at least 100 of whom are shareholders of record and residents of the state of Nevada; and do business in the state of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our Company.
There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our Company.”
The company spells out that the Nevada Statute to prevent takeover, does not apply to us.
Last sentence set off alone, for emphasis.
I asked a SEC reg filing lawyer to explain what this means. I thought the poison pill (shareholders rights plan) was put in place exactly to “slow down an unwanted change in control of the company”, by means of adding the extra warrant we would get for each share at a specified price, etc to offset a hostile maneuver. HOSTILE, key word. We are still protected from that, although, we now seem to appear less and less concerned with that eventuality, as of latest filing. Cool.
He said the wording is very interesting in this case. Normally, we would only need to answer in a Prospectus that we are incorporated in Nevada and there are Statutes which may or may not affect the takeover of our company. (Let reviewers do the work)
Likewise, we could have stated that our Articles of Incorporation provide for measures in the event of an unwanted “hostile” takeover.
(Let the reviewers read through.)
We needn’t have spelled it out to be in compliance, after all this is a public document.
We were under no obligation in a boilerplate S-3 to provide this level of detail. (Remember that our CEO is called “non-transparent to the point of being a scammer”, by some.” This is unbelievably transparent - WE ARE A SITTING DUCK!”)
We are a sitting duck - if the change in control is a DESIRED one. On favorable terms.
According to the lawyer, if they use this language, they are doing 2 things with one stone: they are providing the necessary information to the SEC - but in a publicly viewable doc which all other companies can see. Also, the language is such that, legally, if a change in control were to occur, on favorable terms, the SEC would have to review that deal before approving the necessary structure and filings to make sure there are no hitches.
Since this language will have already been viewed and approved once already by SEC, it would be pointed out again and having passed muster, they would be quicker to see - NO HITCHES.
Know anybody who likes to compress time, money, steps by preplanning the necessary language and terms to avoid confusion...? I do.
Friendly partner in the wings or Bidding war looms. Once that shelf is tapped - You will know it!
This should be the center of the “dilution” discussion.
Additionally, we were eligible to file this shelf 3 years from our uplist date, since this requires 3 years of financials. We uplisted Oct. 30, 2015. Fiscal year began Nov 1, 2015. On Nov 1, 2018, we had sufficient financial data to file. We did not, until now.
Missling knew we would need capitalization further down the road for growth. He managed the LPC/Cantor offerings and Australian discount and foundation subsidies to get us to where we are now. So, as many ask, with readouts due soon for 2 trials, why file shelf now?
“We cannot delay, deter, or prevent a change in control of our company.”
(Other interesting words in the Prospectus - it’s public! Please read.)
Partnership at worst, bidding war at best.
Looks like Someone’s Got This!