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Re: edesheim post# 192

Wednesday, 04/21/2021 1:26:23 PM

Wednesday, April 21, 2021 1:26:23 PM

Post# of 318
legacy shares...most likely source of selling pressure......

Ok, I see. Is that our seller? Who would be willing to sell at such low prices? Weak hands from pre reverse merger and/or some body who got shares at lower prices? Or somebody desperate for cash?



I would be mildly surprised if Cheung Ho Shun or YBGJ management are selling any of their positions. The legacy shares would seem to be the most logical and likely source for any selling pressure reasonably soon after the reverse merger. The legacy share position for YBGJ was about 1.18M, of which retail shareholders owned roughly half of those shares.

When David Lazar purchased control of the shell, he requested that the previous control entity/management sign a 3-month lockout (which expired around October 2020) and a 20% per month leakout provision. It would be completely understandable to me if previous management wanted to reduce its position. They had owned their position for basically 15 years, spent a considerable amount of money over the years keeping the stock current and trying to establish a viable business or find a reverse merger......

Interesting to note: Magna Acquisition LLC is the entity from which Lazar purchased his 200+K shares. By my calculations, Magna has spent a total of $832K on MAGAA (shares purchases, loan principal, subtract the $105K received from Lazar) since getting involved with this stock in 2005. Magna needs to get a share price over $2.05 on its remaining shares just to break even here. Either Magna did not want to continue funneling money into this shell, or they think Lazar will do a better job of getting a reverse merger completed here. Or maybe it is some combination of the above.

Also a bit interesting to note: Lazar included a lockout and a leakout agreement in the share purchase agreement......


Leakout Agreements. Sellers shall cause signed lockup (for three months after Closing) and leakout (20% of the shares owned by each person each month) agreements to be signed by each of the four current officers and directors regarding the MAGAA shares retained by each, and by Joel S. Kanter on behalf of the Magna LLC beneficial owners, other than Joel S. Kanter, and released from escrow at Closing. The form of the lockup/leakout agreement has been provided by Purchaser. If the beneficial owners of the Magna LLC shares cannot be located or are otherwise not signing lockup/leakout letters, the Purchaser, at its option, may give appropriate instructions to the Transfer Agent.



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I can't really be too critical of someone who wants to sell at these prices. Everybody has their own viewpoints, investment timetables, price targets, etc., on stocks. Sometimes it just makes a lot of sense (both financially and psychologically) to cut a position and get a fresh start with another investment. The market downturn hasn't made things any easier.

But I'm remaining steadfast on my investment here. I continue to believe my sub-dollar purchases will turn out to be nicely profitable at some point.