So todays Form 4 reveals the large sells were spirit bear back to dumping. Recall it looked like they got 700,000 shares for free a few months back. I'm thinking that whatever last consent they needed must of been acquired and that freed them up to sell. We'll see if buyers continue taking the SB bait as the numbers grow. They have 6 million more after this 700,000.
Summary of settlement as I read it:
After July 31 (barring any more investor objections), two of HPEV board of directors must meet with the big cheese of PEAK on the East Coast for no more than 3.5 hrs so he can argue his case against HPEV. Following the meeting the HPEV board of directors will investigate and render its business judgment on the matter. I think we all know how what the HPEV board of directors will decide.
Then to make things weirder (and makes PEAK look like a sleaze of a company) is that PEAK insisted that in the settlement they be given the opportunity to
- make an investment in the company for some form of debt or equity
- aid in procuring new investors (i.e. get paid to find more suckers ???)
- to enter into a business development agreement with HPEV
So they sued, mucking things up for yet another year and now want to make sure they aren't blocked out of participating in whatever happens from here (which is probably another lawsuit).
So PEAK supposedly sued because they stock price wasn't high enough, keeping the stock price low for at least another year, forcing SB to renegotiate their settlement (which looks to me like resulted in recovered shares), only to settle by allowing insiders to evaluate their claim with the only win being they get to invest or find investors for the company.
The settlement requires that the parties agree not to make any public disparaging statement regarding one another in any press release public filing, blah, blah, blah. Don't worry I'll handle that for them, all parties involved deserve some disparaging remarks :)
Earliest we probably can get any info or update is likely end of Sept. Then we'll get the umptenth announcement of the landmark settlement. Also it sounds like they still need cash and couldn't get it because of the lawsuit so the rollout of anything (if anything exists) is going to be estimated at first half of 2017 (then 18, 19, ....)
Sorry it was 65%
"September 2015 Convertible Note -- In September 2015, we entered into a convertible note agreement, which allows us to borrow up to $250,000, bearing interest at 10%, with principal and interest payable on September 15, 2017. We borrowed $75,000 in September 2015 and $50,000 in November 2015, for a total of $125,000 due on September 15, 2017. At the holder's option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at the lesser of $0.305 per share or 65% of the volume weighted average price of our common stock during the five consecutive trading days immediately preceding the applicable conversion date. We determined that the conversion feature meets the requirements for derivative treatment and have recorded a derivative liability and a corresponding debt discount on the condensed consolidated balance sheet. "
Yes, I don't really think they are a scam, but more and more they look like a failed business going through their death throes. Fighting to survive with more loans and bluster but no substance. High volume on lower price is a classic sign. Then the painful slow bleed as the warrants are redeemed at 60%+ discounts of current price. Gauranting profit for the warrant holders and large price decreases in stock value.
No mention of cash to pay for production manager of dry pit submersibles. No mention of 25 orders for pumps. Back tracked on most of positives and details described in yearly summary. Over 1 million in payables coming up this year. No mention of when revenues are expected. This was the most vague uninformative quarterly I have seen from them. But maybe its because they are being honest rather than making stuff up.
Price will crash from here.
This company looks like a scam more and more. Newest advisory board members get shares, we get lower prices. Nice.
The post (that has since been deleted) got me to thinking whether I was reading the deal wrong when I said it looks like few warrants for SB. So went digging, and I think I still believe the deal is for fewer warrants. The strike price is lower and the expiration date further out, but it looks to me like there are fewer warrants for SB. For example they used to have 6,800,000 Series A warrants and now they have 2,000,000.
From an S-1/A from Sept 2015
This prospectus relates to the resale, from time to time, of up to 14, 287,313 shares of common stock consisting of (i) 487,313 shares of our common stock currently issued and outstanding held by Spirit Bear Limited ("Spirit Bear") and its assignees, (ii) 6,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $0.25 per share, with an expiration date of January 29, 2017 and 1,000,000 of which expire on December 14, 2015, and (iii) 6,800,000 shares of common stock issuable upon the conversion of Series A Preferred Stock (the "Preferred Stock") by the selling stockholders identified in this prospectus
Series A - Spirit Bear: quantity = 1,800,000 price = $0.10 expire = 1/29/2020
Series B - Spirit Bear: quantity = 1,800,000 price = $0.10 expire = 1/29/2020
Series C - Spirit Bear: quantity = 1,800,000 price = $0.10 expire = 1/29/2020
Series A - Lorenzo: quantity = 200,000 price = $0.10 expire = 1/29/2020
Series B - Lorenzo: quantity = 200,000 price = $0.10 expire = 1/29/2020
Series C - Lorenzo: quantity = 200,000 price = $0.10 expire = 1/29/202
Well now I'm confused as to whether just the strike price was lowered. That would be a definite poor deal. The quarterly report will be out soon and that should clear everything up.
I believe it was 14 million. I'm going from memory because I couldn't find it in the SEC filings quickly (its there, just lots to dig through to find it). Others here can confirm/correct.
Maybe your like me and can't figure out if its a good thing or bad. If your not tracking the recent changes as far as I can tell they renegotiated the settlement to be about 40% of the original number of shares for about 40% of the original strike price. So 0.10 is the likely going to be the new low. Plus the old 14 million shares were to expire Jan 2017, whereas these expire Jan 2020. They haven't filed anything with the SEC saying the got the consent of the final third party, nor have we seen them submit a filing for shares sold. All this happened in Feb, and in March SB grabbed 700,000 shares but price of those were N/A and they have no expiration date. Which seemed odd at the time, not sure what is/was going on with those shares.
In the short term with no revenue the price will be going lower. I'm surprised the market has absorbed the increase in volume we have seen. I also have mixed emotions about Bibb buying a few thousand shares a day . It feels like he may be doing it to keep the trading going at something they have decided is a reasonable price. But then again given it is his own $$ it probably indicates his confidence in the long term even if we are at a soft spot now. But who really knows with this stock, shareholders sure don't guess we get told nothing and have to sit back and guess. The PR about the settlement buried the details the best it could.
Your funny, I am pretty sure the only person who ever hypothesized that they abandoned the Hybrid parallel was me, and that was based on them not responding to the final rejection in a timely manner. The USPTO has not documented it as abandoned. It is certainly active and waiting for a response from the latest non-final rejection. As I noted in a previous post, they revived it from the dead this Feb. Please do some DD and don't rely on others comments (especially if it is the same person you are trying to flame, ouch!). As for your comment that "you always get a first notice rejection". This is going to make you feel more angry and unhappy with me, but 2 of the 5 patents WARM has were granted with ZERO rejections. As to not having anything useful to say, some investors and potential investors don't/can't keep track of the patents (like you for example). I didn't slam them for first rejection, I just documented for anyone interested. I was also glad to see them revive the Hybrid Parallel Load Assist. In fact if you look at the date of the request for RCE on that patent (Feb 16) it might make someone ponder whether they had help from their latest advisor in pulling together what the hope will be a successful resurrection of that patent. I am simply reporting the facts.
Facts about their 5 patents granted to date:
Electric motor with heat pipes "1" had 1 non-final rejection
Electric motor with heat pipes "2" had 1 non-final rejection
Electric motor with heat pipes "3" had ZERO rejections
Totally enclosed heat pipe motor had ZERO rejections
Head pipe bearing cooler systems and methods had 1 non-final rejection
As I have consistently stated, I do not want them to rush the product, but I do want honesty and good management practices. If they had a good solid plan, and did their due diligence they wouldn't of put out that embaressingly wrong, very misleading, letter to share holders last year. It brings Hassett's credibility and honesty into question.
The hybrid parallel assis experienced its 4th non-final rejection in Feb, now the parallel power input gearbox has gotten its first non-final rejection. This means more cost to secure the pattens, and an issue with the scope of what is protected. Hopefully they will eventually get them through. But more importantly we need revenues now. An update would be nice, maybe Hassett will get back to the blog before the end of the year and let us know what happened to those 25 pumps. So much promise in the technology, so little follow through from management.