Replies to post #14631 on SiNtx Technologies Inc (SINT)

[hondobud]

CL what do you think? Does a Zimmer dental divestment need to happen before we get consideration? Same time? Or doesn't matter?

[boston745]

So the LOI might have been with LDRH all this time? Interesting.
Of course this fits Zimmers MO of using companies within its web to partner with Amedica to mask its involvement. Of course after the acquisition in 2016 the LOI is with Zimmer now lol.

Zimmer always working behind the scenes.

[boston745]

I'm still working on tying this together, but Si3N4 implants were implanted in 86-88 in Australia. 10 years later a retrospecitive study is done, published 2004. Amedica was founded 1996 but didnt file a Si3N4 patent until 2002.
Zimmer Australia was founded 1998 or 2001. Ive seen two bloomberg articles on this.
Somehow Si3N4 went from Australia to Salt Lake City around the time of that 10 year study and Zimmer Australia's founding. First patent 2002 & then Dr Link from Zimmer acquired Centerpulse joins Amedica Oct 2003. Beginning in 2004, amedica begins Series offerings raising 31m by 2006. 2005 Dr. Bal meandors from Zimmer over to Amedica.

While I cant prove anything it looks like Zimmer arranged for tech to come to the States from the University of New South Wales to Amedica and then put its personnel to oversee its development. Pretty interesting 20 year play if accurate.

[boston745]

In case people missed CL most recent post, you can find it here:


https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139626729

Hello REAL Bulls,

So many fake bulls...Great news on patent they obtained & Looks like the big deal, signed with Weigao is back on the table soon (This will help Zimmer to boost tons of revenue in near future - post acquisition). Near term catalysts = Japan approval, 10-K with lucrative revenue jumped in 4Q'2017 & M&A news...all could pop up all at once. The big BEARs (scare buyers away to control price) using vague, baseless, misinfo. about BK, going Private, Dilutions, Offerings while the management is in a quiet period before big news. You expect the management from both sides to put out pumping PR at this moment? Strategic business combinations between AMDA & ZBH has to go with strategic announcement timing esp. for Zimmer. Who was loading up the shares & not even care about how much they paid per share yesterday? hmm...& why?

============NO ANNUAL = M&A related =============

82 out of 400+ M&A cases SKIPPED annual meeting & REPLACED them w/ DEFM14A for voting on the deal

https://imgur.com/a/LWf37

Closing shop due to M&A event - why need to host regular annual meeting anyway...waste of resource.

================= 4Q 2017 (& Full Year 2017) ER? No PR on CC date yet?========

Someone already posted the information on the past years PR on schedule of releasing the result of previous year 4Q (& Full Year Results)...

2014 Results:

February 19, 2015 - PR on CC Schedule date

March 5, 2015 - CC day

2015 Results:

March 04, 2016 - PR on CC Schedule date

March 17, 2016 - CC day

2016 Results:

Full Year 2016 was filed late due to Financial Statements Auditing. Obviously M&A related:

b. Position Company For Sale – Ideal Metrics

viii. Audited financial statements

https://www.tullyandholland.com/UploadedFiles/Learned/M&ATransactionProcessandTiming-VGEMS-oqtjo-YwdtQ.pdf

2015 (audited with minor adjustments), 2016 (audited & restatements) & 2017 should be done as well (with restatements of first 3 Quarters).

Also, Ash posted a link on 3 years vs. 2 years Financial Audits for M&A:

3 years – Stock & possibly with Cash & CVR (future milestones) for AMDA tech.

2 years – Cash deal

2017 Results:

April is almost here, still no PR on CC schedule date yet?

Strategic Reason (Hold Strategic Information) - I said this on my past posts. A few examples with 10K & M&A 8K released on the same day (DEFM14A showed 5 to 7 future projections):

Ticker: COVS

Fiscal Year Starts On: April

Filed On June 5, 2017:

10K -

https://www.sec.gov/Archives/edgar/data/1563699/000156369917000011/0001563699-17-000011-index.htm

M&A 8K -

https://www.sec.gov/Archives/edgar/data/1563699/000156369917000009/0001563699-17-000009-index.htm

Future Years Revenue Projection – On page 48

https://www.sec.gov/Archives/edgar/data/1563699/000119312517212409/d373379ddefm14a.htm

Ticker: VMED

Fiscal Year Starts On: January

Filed On Feb 7, 2013:

10K -

https://www.sec.gov/Archives/edgar/data/1270400/000127040013000015/0001270400-13-000015-index.htm

M&A 8K -

https://www.sec.gov/Archives/edgar/data/1270400/000110465913008345/0001104659-13-008345-index.htm

&

Future Years Revenue Projection – On page 151

https://www.sec.gov/Archives/edgar/data/1270400/000119312513192844/d489504ddefm14a.htm

Ticker: VSR (Versar Inc.)

Fiscal Year Starts On: July

Filed On Sep 25, 2017:

10K -

https://www.sec.gov/Archives/edgar/data/803647/000165495417008786/0001654954-17-008786-index.htm

M&A 8K -

https://www.sec.gov/Archives/edgar/data/803647/000165495417008756/0001654954-17-008756-index.htm

all-cash tender offer – They didn’t vote on the M&A.

NEXT MONDAY IS THE 10-K DEADLINE - 10-K & M&A 8-K surprise us REAL BULLs? Hmm....& Zimmer CC is on April 24th. How will Hanson sugar coat his investors to mask the crappy Q1 result? What is the good "end game" that he PROMISED his investors on the last 4Q 2017 CC? We will find out shortly.

=============== Right Offerings Examples ==============

#1 ONTX - Common Shares Type

Right offerings announcement - Jun 01, 2016

Calendar Information PR - Jun 20, 2016 (+ 19 days after announcement)

Distribution Date; Subscription Period Begins - July 6, 2016 (+ 35 days after announcement)

Subscription Period Ends - July 19, 2016 (+ 48 days after announcement)

http://investor.onconova.com/news-releases/news-release-details/onconova-files-s-1-registration-statement-rights-offering

http://investor.onconova.com/news-releases/news-release-details/onconova-informs-stockholders-key-dates-related-announced-rights

https://www.sec.gov/Archives/edgar/data/1130598/000104746916013889/a2228975zs-1a.htm#ce49401_summary_of_the_rights_offering

#2 FLL - Common Shares Type

Right offerings announcement - August 15, 2016

Calendar Information PR – August 15, 2016 (Same day as announcement)

Distribution Date; Subscription Period Begins – August 15, 2016 (+ 10 days after announcement)

Subscription Period Ends - October 28, 2016 (+ 73 days after announcement)

https://www.sec.gov/Archives/edgar/data/891482/000089148216000054/exhibit991rightsannouncepr.htm

https://www.sec.gov/Archives/edgar/data/891482/000089148216000053/s3body.htm

https://www.sec.gov/Archives/edgar/data/891482/000089148216000068/a424body.htm

#3 ATNM - Common Shares Type

Right offerings announcement - Feb 01, 2016

Calendar Information PR – Feb 01, 2016 (Same day as announcement)

Distribution Date; Subscription Period Begins – Feb 15, 2016(+ 14 days after announcement)

Subscription Period Ends - March 2, 2018 (+ 30 days after announcement)

https://ir.actiniumpharma.com/press-releases/detail/263/actinium-pharmaceuticals-announces-rights-offering

#4 SEVR - Common Shares Type

Right offerings announcement - June 27, 2014

Calendar Information PR – July 29, 2014 (+ 32 days after announcement)

Distribution Date; Subscription Period Begins – July 29, 2014 (+ 32 days after announcement)

Subscription Period Ends - September 8, 2014 (+ 71 days after announcement)

https://www.sec.gov/Archives/edgar/data/825411/000114036114026850/forms1.htm

https://www.sec.gov/Archives/edgar/data/825411/000117184314003500/exh_991.htm

#5 REED - Series B Convertible Preferred (partial warrants) like AMDA's.

Right offerings announcement – July 28, 2009

Calendar Information PR – Nov 6, 2009 (+ 101 days after announcement)

Distribution Date; Subscription Period Begins – Nov 16, 2009 (111 days after announcement)

Subscription Period Ends - December 14, 2009 (+ 140 days after announcement)

https://www.sec.gov/Archives/edgar/data/1140215/000101968709002618/reeds_s3a3-072809.htm

https://www.sec.gov/Archives/edgar/data/1140215/000101968709003967/reeds_8k-ex9901.htm

& now what about AMDA Right Offerings?

Right offerings announcement - Feb 14, 2018

+ 40 days & counting, still no sight of Key days - Calendar Information!

Why they wanted to raise $ (before FDA Clearance news & Before warrants exercised from "POS AM" filing)?

Like I have said in previous posts, I still strongly believe the right offerings they filed (as contingency plan) - to get $ to pay the notes off was just an extra option...if the Clearances (FDA and/or Japan) didn't show up on time (No warrants exercise = no $$$ in coffer)...which then they would need to execute the right offerings as planned - use the proceeds to pay the notes off, as stated in the S-1 filing:

to pay the first $3.14 million of net proceeds to certain lenders pursuant to notes issued January 3, 2018 and January 31, 2018

https://www.sec.gov/Archives/edgar/data/1269026/000149315218002146/forms-1.htm#a_006

*** Jan 3 notes = Magna & Anson, balance was around $2 to $2.2 mils as of March 06 - (hold assets hostage – Pay off, then can proceed to M&A)

*** Jan 31 note = L2 (doesn’t hold assets hostage – Acquirer just take over the debt (less than $650 anyway) – or they even can pay them off before the close of merger

Teva took over NUPHATE's debt - 3 parties agreement in the M&A 8-K:

getfilings.com/sec-filings/121127/NUPATHE-INC_8-K/
www.getfilings.com/sec-filings/140121/NUPATHE-INC_8-K/a14-3893_1ex99d3.htm

*** The $$$ from warrants is/was more than enough to pay 2 notes off ***

Another side note on the right offerings conversion price is not based on the current trading price. Read the S-1 again. It's based on the future Right expiry date...which is unknown future date, then go back 40 trading days from that expire date. They will find a fair price, then apply further rules. The point is the rights offering to me is just a back up plan as I stated above. If $ really needed, then they already rush to shoot out the calendar in days, so current shareholders can submit payment to own right (as preferred shares - NOT common shares) - & they can collect the $...but they already got around $2.5 mils from warrants. If FDA clearance was out prior 2nd time conversion from Magna & Anson, they would only get around $3 mils (1 mil share X around $3 per share exercised price). Read my past posts for the detail calculations...not much dif. anyway. Important point is they have enough cash to pay Magna & Anson off anytime if they not already yet paid them off as of moment...100% in full control of the company' assets (for definitive agreement w/ Zimmer - since the LOI already signed back in 2015).

============== Distortion====================

Spinal Kinect, yah really future of spinal implants? LMAO.

Last 60 to 70 years? LMAO. 7 years after implant, lawsuits already in US & EU…LMAO:

https://norcalrecord.com/stories/510940055-suit-filed-against-spinal-kinetics-inc-over-m6-c-devices

https://casetext.com/case/kleiner-v-spinal-kinetics-inc

Anyway, AMDA is not just a spinal implant company. It’s a biomaterial company. Its uique tech can help Zimmer to strengthen up their portfolio in various product lines in Spine, Hips, Knees, Dental, etc.

Metal – Titanium, Cobalt Chromium is so 60s - crappy metal.

Polymer - PEEK is so 80s (Spine mainly)

Oxide Ceramic – ZTA is so 2000s (Hips & Knees mainly)

2018 man! Non-Oxide Ceramic - Si3N4 will rule the ortho. implant world & of course only deep pocket & vast resource like Zimmer can unlock the superior tech to its fullest!

Si3N4 - Hips, Knees, Spine, Dental, Metal Brazing, etc...

==========================SONNY WARRANTs========================

Sonny’s warrants are still there ($5.04 R/S adjusted exercise price w/o price adjustment clause)

As of January 17, 2018, there were warrants outstanding to purchase a total of 1,537,688 shares of our common stock, all of which expire between February 2018 and July 2022. Each of these warrants entitles the holder to purchase one share of common stock at prices ranging from $5.04 to $10,206 per common share, with a weighted average exercise price of $15.36 per share.

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000806/posam.htm

Boston, from your previous post about the $916K left to operate (after 3 payments to Hercules til December 31st, 2017) for the month OCT, NOV, DEC, & JAN 2018 & 1 month buffer $. Hence, the burns for these months was 200K average monthly, which was about 55% compared to the first 9 month of 2017!!! ONLY explanation to this was the huge jump in revenue in 4Q 2017 & into 2018.

===================Zimmer divesting Dental=============[/b]

I read about their dental divesting since the Mar 02, 2018 from here

https://www.wsj.com/articles/zimmer-biomet-holdings-considering-sale-of-dental-unit-1519992000

Zimmer divesting is not a rumor, it’s their plans. Last time they merged with Biomet in 2014, they divested some assets as well.

https://www.beckersdental.com/dentists/33764-zimmer-biomet-considers-divesting-dental-division-5-things-to-know.html

Update: Gabelli & Co. projects a valuation of up to $1.6B for ...

https://seekingalpha.com/symbol/ZBH/news/m-a

*** $418 mils & valued at $1.6 bils – Hello!!??? REMEMBER all my past examples of valuations calculations????? ***

If they divest all of the dental division, then how they are going to make up the 5% ($400 mils / $8 bils yearly revenue) loss of annual revenue – doesn’t make any sense at all (since their business isn’t showing any sign of growing at all, this Q1 ER will be nasty for them to report) – unless they acquire Si3N4 tech to help them to organically boost their growth in near future. Hanson expects mid-single digit growth as minimum in near future - How though???

Divesting dental = minus 5% revenue

Where is he going to get the 10% - Divesting Dental = 5% growth (mid-single digit growth as he mentioned in Zimmer 4Q'2017 CC.)

Agree?

====================FAIR VALUE ZIMMER WILL PAY===========

I have posted enough examples & calculations on how much Zimmer will pay to acquire AMDA on my past posts. ZIMMER will pay FAIR VALUE based on the total revenue per year that Si3N4 tech can help them to generate (esp. on the 5th penetration year)...absolutely not from the heavily manipulated share price (which yields the current suppressed market cap) = more multiples of gain later!

Boston made a post about "Paradigm shift" in ortho industry. Unique tech
& advantage over competitors. THE VALUE IS NOT ON BALANCE SHEET! ...

C. The Hidden Gem That Cannot Be Found in Financial Reports: Intangible Assets

One of the strategic importance of intangible assets shows itself in a competitive environment, because intangible assets create competitive advantage. As a matter of fact, intangible assets provides sustainable competitive advantage due to firm-specificity, social complexity and causal ambiguity make them hard to imitate by rivals. Intangible assets can provide competitive advantage by enabling to entering into a large or growing market, gaining technological expertise and brand name.

http://arno.uvt.nl/show.cgi?fid=142476

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138109387

AMDA's SPECIAL VALUATION:

UNIQUE TECH (advantage over competitors)

+

REGULAR EBITDA/DCF/MULTI-STREAM REVENUE POTENTIAL

+

CVR (MILESTONES ON FUTURE APPROVALS LIKE HIPS, KNEES, DENTAL, 3D PRINTING, METAL BRAZING, Japan, China, etc...)

+

HELP ZIMMER TO GROW REVENUE ORGANICALLY!

&

Up to this point only a small group can access the “virtual data room”:

https://www.forbes.com/sites/allbusiness/2016/08/15/the-importance-of-online-data-rooms-in-mergers-and-acquisitions/#134065683566

&

Whoever blames Sonny & Zimmer try to get cheap shares = LMAO...shake my heads...nonsense & distortions.

Regarding the Authorized Share Count - WTF...many REAL scam companies out there quickly used up the max AS. AMDA only has 4 mils OS (5.5 mils to 6 mils max fully diluted shares - including 10% golden parachute incentive = BOD don't really need to own shares man to cash in big $ on M&A). They deserve it, if they make all REAL Bulls happy! Do you really think they will used up 250 mils A.S. count or if the the A.S. is 10 mils, they still don't need to use them to? Good try though!

& Why we are even talk about June or August as of now...WTF again.

and...

Boston's previous post on a consulting surgeon from LDR & Zimmer that ran AMDA's clinical trials...LDRH was possibly involved all along:

https://employees.ldr.com/LDRTeam/Spotlighton/ArtMID/2738/ArticleID/3283/Amedica-signs-additional-OEM-letter-of-intent-supply-agreement-5-things-to-know

&

NOVEMBER 9, 2017 2:33PM PT

However, a brief LinkedIn search reveals that a number of employees from Dynastrom ApS, including its CEO and CTO, joined Roku in September.

http://variety.com/2017/digital/news/rokudynastrom-audio-acquisition-1202611450/

& Last but not least,

BEARS said VPs from Zimmer to Amedica = "Buyer to Target" is not the same as of Roku' scenario, which was "Target to Buyer"...LMAO...how cute...

Same sh*t to me, Zimmer needs to quickly collect revenue as soon as they take over the tech. Medical implants took months to see revenue after contracts signed with hospitals! 1st sign contracts, then train surgeons, after that actual implants taken place. If Zimmer buys a donut shop to make donuts to sell, then they won't need to plant VP sale team to run AMDA. Right? LDRH took 5 quarters & Biomet took more than 3 years to integrate.

As of Roku, they need Target's technical know how expert CTO to join their R&D team...hence the pre-acquisition integration of talents from Target to Acquirer...simple as that.

Like always,

99% m&a so far & i am waiting for the last 1% (announcement!) = 100% M&A

BEARs say no M&A and NOT Zimmer = it's M&A coming with Zimmer!!!