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Spherix Incorporated Message Board

  • qrtr_miler qrtr_miler Nov 16, 2012 1:25 PM Flag

    Reverse Merger coming

    SPEXwill be the shell company that some other company will rm into.....SPEX shareholders will be left with basically nothing while the partner will own the new firm.

    How do I know?

    Look at the 2 gents they just added to the BOD a few days ago. The one dude is a partner in a firm that specializes in reverse mergers. Google him and his firm.

    Then read SPEX latest filing which states SPEX:

    "This effort may result in the divestiture or winding down of certain of our current businesses and the possible entry into a new, yet identified business, including via acquisitions."

    That, my friends, is describing a reverse merger.

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    • Everything you state makes sense.So what's your play.There is now way you are short?

    • Definition:

      In a reverse takeover, shareholders of the private company purchase control of the public shell company and then merge it with the private company. The publicly traded corporation is called a "shell" since all that exists of the original company is its organizational structure. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors. The transaction can be accomplished within weeks. If the shell is an SEC-registered company, the private company does not go through an expensive and time-consuming review with state and federal regulators because this process was completed beforehand with the public company.

      The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing, the shell company issues a substantial majority of its shares and board control to the shareholders of the private company. The private company's shareholders pay for the shell company by contributing their shares in the private company to the shell company that they now control. This share exchange and change of control completes the reverse takeover, transforming the formerly privately held company into a publicly held company.

      • 2 Replies to qrtr_miler
      • And read what SRFF's website says about SPEX's new director Harvey J. Kesner:

        "Mr. Kesner has developed an international reputation in public finance for alternative public offering (APO), PIPEs and reverse mergers."


        Maybe he moonlights as a triglycerides expert?

      • Question: Why would a struggling, cash strapped pos like SPEX be ADDING 2 new board members at this late date?

        Let's check out new board member Harvey J. Kesner, partner with the law firm Sichenzia Ross Friedman Ference LLP. Why would SPEX add a lawyer instead of a physician or professor? The answer is found in the website of SRFF (Sichenzia Ross Friedman Ference LLP):

        "Alternative Public Offerings (APOs) & Reverse Mergers
        SRFF is a recognized leader in advising and representing issuers in all methods of achieving public company status, including Reverse Mergers, Alternative Public Offerings (APOs) and Self Registration. SRFF’s Corporate and Securities Law Practice Groups support clients in navigating the complex U.S. regulatory landscape and advising them on sophisticated nuances involved in reverse mergers and related financing transactions.

        A reverse merger is a method by which an active privately-owned operating company goes public by completing a transaction with a public shell company, with the public company surviving the transaction but having issued a controlling share of the company’s stock to the owners of the privately-owned operating company. The public shell company then typically changes its name to reflect the operating business of the privately-owned operating company. Most public companies that enter into reverse mergers are shell companies, which are companies that have no significant operations or assets.

        An alternative public offering is the combination of a reverse merger with a simultaneous private investment in public equity (PIPE). APOs allow companies an alternative to an IPO as a means of going public while raising capital. APOs have gained momentum in recent years because going public via reverse merger allows a privately-held company to become publicly-traded faster, at a lower cost and with less stock dilution than through a traditional IPO.

        We support our clients through their transition from being a private company to becoming a public company, helping guide the management teams and boards of directors through the process. In the post Sarbanes-Oxley era, going public has become increasingly complex for companies. SRFF specializes in advising clients, specifically small to mid-tier companies, through the process and route to gaining access to the U.S. stock markets."

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