Before I start...you all should know by now i am a long term holder and this is in no way meant to bash the stock I am holding...I have dwelt on the info all day and can come to no definite conclusion one way or other on my own...so am throwing it to the board for any ideas ...think the implications could be very profound....please comment.
All us longs have taken great store by the fact that bar a few tax sales , the members of the board and the 4 original VC's have not sold .However, during DD today I went though the very small print of the 6.4 mil share offer dated 12/15/09 and all of the above at that time are party to a "lock up" clause which prevents them selling any stock until 90 days after 12/15/09....ie the 15th March.In addition there is another clause which states that if the company was to announce they intended to publish results prior to 3/15/09 then the lock up clause would be automatically extended to 18 days after the date of those results. This means simply that the company, in not making a press release and giving a results date as we had expected, were allowing the insiders the opportunity to be able to sell out at any time aftter 3/15/09 and if necessary IMMEDIATELY after release of results...the obvious inference is that they are giving themselves the possibility of selling into the ensuing rally if these results are good (and remember they do know what is in these figures)....unless this is a bluff then surely this does not bode well...If a deal is iminent and/or the figures are the start of good days alone for Helicos why did they feel the need this late on to wiggle out of the lockup clause.It could of course be just preparing their lifeboats in case the deal being worked on falls through at the 11th hour (perhaps the acquirer not having shaken enough stock loose at low enough average prices?).....but taken on face value alone...which we all know is not easy with this company, the management of which have already seemed to do all poss. to trash the pps..then the inference is VERY grim.
I have shared this with you all in good faith ...i am still long and am not selling ...in fact have added in last few days...but would appreciate serious and urgent comment.
LOL agreed this whole experience since late last autumn has been one big chess game...I just cant wait to dig into the new filings and find out what the heck is going on.....
good luck to you....
good point we are below the value that they bought in....plus if it was a $50 million dollar financing I would be worried but this is a small little funding these guys have bigger fish to fry than to set up schemes to sell stock IMHO....
snob welcome back (if this is the genuine article snob...)
Sell or Hold. Boris I will sell the spike. It will retrace 50% of the bump minimum. The key might be to see where it stalls as they unwind millions of shares like they did when they released the Riken news? It stalled @ 2.99 while an institution unloaded.
Boris... Think about the cryptic messages and the lack of PR that could have been opportunities to pump and dump their shares? It doesn't make a whole bunch of sense for them to hold their shares if they knew ahead thats where this was headed? We're taking the For Sale sign down? They must of known they'd lose a chunk of the PPS? Something occured when they abruptly took it down? Why not continue to soft sell while they explored their new found novel ideas? I think something was set up then and it required their shares to be unlocked before the release of the news. I mean all including the ones in September of last year that generated 10 mil? Just purely speculation but if its a sale they would hold shares. If its a partnership or substantial news then there's a possibility they could unwind their house shares so would write a clause to allow that to take place.
just one last thought...at least we wont have to wait much longer to see their hand...and either way it looks almost certain that we will get a sizeable bounce after the results...question is sell into it or hold? Oh the joys of ivesting !
Boris... Its a way out if I read it the same you you are. Those shares 6.4 million also have warrants I think exerciseable at 1.43? This amount with the other shares that are exerciseable will require quite a substantial bump along with an Institutional control to prop it up while the shares are unloaded. If they're going this route rather than a buyout maybe they're looking at a partnership? I hate to speculate on this as there was something phoney about the holding back of the earnings?
Hi Mr.Snob...yeah I agree about the size of the bump needed..we have to accept given this info that it is a real possibility after the results are out...my problem is its going to be a bitch to try and read when the event happens...because if a buyout is still iminent we would expect a bump to come and weak retail to sell into it ...the final shake-out..the only tell tale will be the volume? any thoughts
Hi..here is the cut and paste from the SEC filing...however you look at it they have by not ANNOUNCING (this is important..read the wording of the clause) a results date aloowed themselves to escape the lock up .
(f) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus (the “ Lock-Up Period ”), not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Common Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, the Common Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exercise of convertible or exercisable securities outstanding as of, the date of this Agreement), without the Underwriter’s prior written consent; provided , however , that if (i) during the last 17 days of the Lock-Up Period, the Company releases or
publishes financial results or results from operations or announces material news or a material event, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release or publish financial results or results from operations during the 15-day period following the last day of the Lock-Up Period, then, in each case, the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release or publication of the financial results or results from operations or the announcement of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension; the Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period;
here is the link to the full post:
Nobody should trust anybody here period.
This is what I saw on Page S-3 on the Form 424B5 Prospectus Filed Pursuant to Rule 424 on DEC 16th
what page are you referring to??
Table of Contents
We are offering shares of our common stock and warrants to purchase shares of our common stock to purchasers pursuant to this prospectus supplement and the accompanying prospectus. The common stock and warrants will be sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.65 of a share of common stock.
Common stock we are offering
Warrants we are offering
Warrants to purchase up to 4,160,000 shares of our common stock will be offered in this offering. The warrants will be exercisable at any time after the six month anniversary of the date of issuance at an exercise price of $1.4385 per share and will have a term of five years from the date of exercisability. This prospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of the warrants.
Common stock to be outstanding after this offering
Use of proceeds
We intend to use the net proceeds from this offering to fund our research and development efforts, and for general corporate purposes, including working capital. See "Use of Proceeds" on page S-6.
Investing in our securities involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement and on page 3 of the accompanying prospectus.
Our common stock is traded on The Nasdaq Global Market under the symbol "HLCS". There is no established trading market for the offered warrants and we do not expect a market to develop. In addition, we do not intend to apply for listing of the warrants on any national securities exchange.
The number of shares of our common stock to be outstanding immediately after this offering is based on 72,971,783 shares outstanding as of December 7, 2009 and excludes:
4,764,042 shares of common stock issuable upon the exercise of stock options outstanding as of December 7, 2009 under our stock option plans, having a weighted-average exercise price of approximately $4.05 per share;
24,294,589 shares of common stock issuable upon the exercise of warrants outstanding as of December 7, 2009, having a weighted-average exercise price of approximately $0.68 per share;
70,620 shares of common stock reserved for future issuance under our stock option plans; and
4,160,000 shares of common stock issuable upon the exercise of warrants to be issued in this offering, at an exercise price of $1.4385 per share.