"Not correct. He was not giving me guidance. He did not offer that information to me as guidance. I asked him a few questions and he gave me a speculative answer based on the questions I was asking him. He made sure what he said was not finite and that I should wait to see what is released in the audits. Again, that conversation was back in Jan 2019. When I spoke to him months later about such, he did not recall ever telling me such. He also had informed other investors that he did not recall ever informing me of such. Technically speaking, it’s hearsay. When I bring such to the IHub forum, it’s officially considered as speculation or just an opinion per IHub rules as I had indicated within the post below which really makes this a nonissue:"
First, ihub "rules" have zero to do with this question. He gave you a number that you described as follows "Even though that's what he told me for what he believe such could be, he also told me that I should wait to see what is released from the audits for Rotmans"
That is considered guidance. It is a projection. It is a forward looking statement about Net profit. Caveats don't matter. Whether the number was real or not doesn't matter. An insider was providing insider information to you about a declared acquisition target of VYST. That bell can't be unrung.
And the fact he later denied giving it to you demonstrates that either he has a really bad memory or knew what he did was wrong. Folks can decide that for themselves.
"Still, Greg Rotman is the IR and not an officer and not a director of VYST. The IR speculative thoughts are different than that of an officer or director."
Greg had, what can considered to be, insider information and shared it with someone who was under no agreement of confidentiality. And I would suspect the SEC would easily see him as an insider and related party by virtue of his immediate relationship to Steve.
So his status as "IR" doesn't mitigate the issue one bit.
Lastly, none of the exceptions under Reg FD can be applied to this situation for Rotman as you have described it. Please feel free to point to one. I will make no comment about the 10b-5 aspect of this as that would only apply to a trading scenario I have no information on. I am talking only about Rotman's actions.
"Yes, the 600 million shares were dilution and it was a surprise, but it was factored into the actual trading and absorption of shares back in Jan 2019 before its major move from the .000s."
There is really no way to know for certain when the trading impact of that dilution was occurring. But that is beside the point to what I was saying. The company did not disclose that dilution at all until well after it had occurred and not until even after the quarter had closed. They have demonstrated no real inclination or attempt to provide transparency for major issuances.
"Regulatory filings are not the only way that a company can inform the public. They did publicly disclose such info although it was different from what some might call a regulatory filing or maybe not. Since such was indicated within the pacer database, it really is a regulatory filing. Another similar piece was placed into a PR. What? A PR is not considered public disclosure? It's not fair to have selective disclosure limited to what one chooses to exist to try to prove a redundant topic of choice. So… when the company does publicly disclose something, it should not be believed if it’s not in a regulatory filing? Then why suggest what was insinuated in the response to #1 regarding the need to publicly disclose if them doing so is not going to matter anyway and get them to having such thoughts as this."
A few things here. First a Court filing is NOT a regulatory filing. They can use any description as long as it is not an outright lie, which I have said all along about this $0.15 issue has an element of truth to it. However, an SEC filing has a different standard as it must be both accurate AND ADEQUATE. The Court filing does not need to meet the adequacy standard and even then it would be up to the plaintiff to take issue, not the court.
But here is the issue with what Rotman is doing. There is a disconnect between their public statements (twitter, non-filed PR's etc.) and the "Accurate and Adequate" disclosure in their filings:
Did they ever issue an 8K for the "$0.15" PR they issued? No. Had they done so it would have been considered a regulatory filing.
Did they describe the issuance in the 10Q in ANY way that would reflect the $0.15 issuance basis they used in the PR?? No.
Did the accounting in the 10Q in ANY way reflect the warrants as "consideration" for the stock issued?? No. The warrants were worthless and the $0.15 number they have used would require the warrants to have significant value to justify it...which is why the $0.15 number is bogus and thus not used or even supported in the REGULATORY filing.
So like so many things: undisclosed dilution, "small" buyback done, "$0.15" stock issuance...the reality of each is quite different once they are forced to make accurate and adequate disclosure in a filing.
And lastly I might point out that here we are at the end of week and past the end of May, which Rotman had stated would see the closing of the Rotman Furniture acquisition and they have NOT YET even filed a purchase/sale agreement for such.
Another pump narrative that was not delivered as described.
Advice I would give to any penny CEO is...if you are a scam, try not to act like one, and if you are not a scam, try not to look like one.
They fail either way.
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