Raadr Inc (RDAR)

[BigBadWolf]

Actually in agreement. Based on the binding term sheet https://www.sec.gov/Archives/edgar/data/1131903/000109690625001611/fccn_ex1z1.htm , here’s the current RDAR situation as Telvantis Voice Services, Inc. (TVS) is the entity being sold to Spectral Capital (FCCN).
The consideration is Spectral shares, not cash & those shares go to the Telvantis shareholders, not RDAR public shareholders directly.
The deal has a 12-month lockup (i.e., those receiving Spectral stock can’t sell immediately). Which means RDAR itself does not get liquid cash proceeds from the transaction at closing. Therefore, RDAR has no new monetary value to deploy for acquisitions until/unless RDAR receives some form of equity carve-out, distribution, or dividend from Telvantis (not stated yet in any filings to date).
Spectral shares become saleable after the lockup and are liquidated.
RDAR raises separate financing (dilution, debt, or another stock deal) as there is no immediate acquisition currency available to RDAR after selling off TVS. The binding term sheet simply transfers ownership of TVS in exchange for stock, and the liquidity (if any) comes only after 12 months.

What to above means if RDAR wants to pursue new acquisitions post-TVS, it only has a few realistic pathways:
1. Equity Issuance / Dilution as RDAR could issue new common or preferred stock to acquire a target (stock-for-stock acquisition).
[color=red]Problem w/ that scenario RDAR is already heavily diluted and has a very low PPS, which makes its shares a weak currency. Often this leads to reverse splits to reset share price, then fresh dilution.

2. Debt Financing / Convertible Debt as RDAR could issue convertible notes (toxic debt) to fund acquisitions. Which as we all knows is very common on the OTC, but it comes at the cost of further shareholder dilution and PPS erosion. Now given RDAR’s trading tier (OTCID), most lenders would be “bottomless conversion” shops. Would happy to explain “bottomless conversion” should any not know what that actually means.

3. Use of Telvantis/Spectral Shares after Lockup which as stated is 12 months yet could be extended as per the Binding Term Sheet another 12 months (due to certain provisions having to be met prior to release) After the 12-month lockup, Telvantis shareholders (including insiders) may have tradable Spectral shares.
Should RDAR management or affiliates retain control of some of those, they could leverage or liquidate them to fund a new acquisition. Now this is not immediate, and it assumes those shares hold value a year from now. (which I believe they would yet NO guarantee)

Now best case scenario imho after decades of M/A & secondary offerings....
4. Spin-offs or Reverse Mergers as RDAR could position itself as a clean shell post-TVS, then merge with another private company. Albeit one w/ a rather high O/S (currently Outstanding Shares 7,995,380,568) . That would essentially make RDAR the acquired entity rather than the acquirer. This is probably the most viable path especially if TVS was their only revenue engine.

5. Promotional “Partnerships” or Joint Ventures instead of outright acquisitions, RDAR could sign “strategic agreements” or “LOIs” with private companies. These types of deals often require little to no cash, but they let the company claim “pipeline growth.” However usually these are more promotional than substantive, but they can keep retail interest alive especially if & when promoted by.....