I apparently got confused as Michael Hass was similarly named to Mrs. Hess.
The 8-k makes much more sense now that you have cleared up this new company we hold is NOT a public traded security. I tried to find this Pubco with no luck.
https://www.sec.gov/Archives/edgar/data/919742/000110262414000751/exh10_2.htm For purposes of this Letter Agreement, “Trigger Event” shall be defined as the date the Parent consummates a reverse merger transaction with an entity (“Pubco”) whose securities are traded on a national securities exchange or over the counter market pursuant to a merger, share exchange or asset purchase agreement; and “Parent Successor Securities” shall be defined as securities of Pubco issued to the undersigned in connection with the Trigger Event.
4. Opinion of Counsel. Any Parent Security or Parent Successor Security of the undersigned shall contain a restrictive “lock-up” legend governed by the terms of this Letter Agreement. The Parent’s (or, upon the consummation of a Trigger Event, Pubco’s) transfer agent shall only accept an opinion of counsel to remove such legend from counsel acceptable to the Parent (or, after a Trigger Event, Pubco). An opinion from Harvey Kesner, Esq. and any firm with which he is associated shall be deemed acceptable counsel to the Parent (or, after a Trigger Event, Pubco).
6. Miscellaneous. This Letter Agreement will become a binding agreement among the undersigned as of the date hereof. In the event that no closing of the Merger occurs, this Letter Agreement shall be null and void. This Letter Agreement (and the agreements reflected herein) may be terminated by the mutual agreement of Parent (or, after a Trigger Event, Pubco) and the undersigned, and if not sooner terminated, will terminate upon the expiration date of the Lockup Period. This Letter Agreement may be duly executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument. Signature pages from separate identical counterparts may be combined with the same effect as if the parties signing such signature page had signed the same counterpart. This Letter Agreement may be modified or waived only by a separate writing signed by each of the parties hereto expressly so modifying or waiving such agreement.
And the picture gets even worse. How did the board and CEO come to sell ltas for the price of a bib and 5% of a newly formed company? Really this is so ridiculously horrible a deal that it is beyond me. They could have even come to me and I would have bought it for similar. You don't need that deep a pocket to find $335k! As shareholders we are totally blindsided by this.
Can anyone come up with a plan to stop this from happening? I really would love the sec and related bodies to investigate this, and also sue the company directors and CEO for breach of fiduciary duty and negligence resulting in material loss, or/and grand larceny. Most especially since I feel orders are round the corner.
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