ERBA Diagnostics Inc. (USA), Miami, FL
YTD Return: 231.46%
Last 5 days, Up 90.38%
2013-11-20, +$0.47, +18.8%
2013-11-19, +$0.20, +8.7%
2013-11-18, +$0.31, +15.58%
2013-11-15, +$0.09, +4.74%
2013-11-14, +$0.34, +21.79%
Today: 2013-11-21, -$0.02, -0.67%
Low Trading Volume, Good Financial Statements. Almost No Debt.
(1) Late DD on $ERB.
(2) Source from $ERB 10K Annual Report (June 14, 2013).
$ERB 10K Annual Report (June 14, 2013).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table indicates, as of June 7, 2013, information about the beneficial ownership of our common stock by (i) each director, (ii) each Named Executive Officer, (iii) all directors and executive officers as of June 7, 2013 as a group and (iv) each person who we know beneficially owns more than 5% of our common stock. All such shares were owned directly with sole voting and investment power unless otherwise indicated.
Name Shares (#) (1) Percent of Class (%)
ERBA Diagnostics Mannheim GmbH (2)
Mannheim, Germany 68219 60,034,713 88.7 %
(2) Includes 60,026,313 shares of our common stock owned directly by ERBA Mannheim (of which 4,666,666 remain to be purchased by ERBA Mannheim under the Stock Purchase Agreement and 19,400,000 remain to be exercised by ERBA Mannheim under the Warrant, in each case, as further described throughout this Annual Report on Form 10-K) and 8,400 shares of our common stock owned directly by Erba Lachema s.r.o. On September 2, 2010, ERBA, Transasia Bio-medicals Ltd., Erba Lachema s.r.o. and Messrs. Vazirani and Dudani filed a Schedule 13D as a “group,” as such term is used in Section 13(d) of the Exchange Act, and which Schedule 13D was amended by them on July 5, 2011. As set forth in the Schedule 13D, as amended, each of ERBA, Transasia and Messrs. Vazirani and Dudani may be deemed to have an aggregate beneficial ownership of 60,034,713, or 88.7%, of the issued and outstanding shares of our common stock; provided, however, that each of Messrs. Vazarani and Dudani disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Erba Lachema s.r.o. may only be deemed to be the beneficial owner of the 8,400 shares of our common stock that it owns directly.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On September 1, 2010, ERBA Mannheim purchased all of the approximately 72.4% of the outstanding shares of our common stock then owned by the Debregeas-Kennedy Group for an aggregate purchase price of approximately $15,000,000, or $0.75 per share. As a result of this share acquisition, the consummation of the various transactions contemplated by the investment made by ERBA Mannheim, as further described above, including ERBA Mannheim’s purchase from us, and our issuance to ERBA Mannheim, of an aggregate of 15,333,334 shares of our common stock, and ERBA Mannheim’s exercise, in part, of the Warrant, as further described above, for 600,000 shares of our common stock, ERBA Mannheim now beneficially owns, directly or indirectly, approximately 82.4% of the outstanding shares of our common stock.
2013-09-30 $ERB total 43,658,221 Shares, ERB-M owned (directly or indirectly), 82.4% of $ERB common stocks. (10Q Quarterly Report).
2013-06-14 $ERB 4,666,666 shares (under Stock Purchase Agreement) and 19,400,000 shares (under Warrant) to be purchased /to be exercised by ERB-M. (10K Annual Report)
at price of $0.75 per share from the report.
(1) It seems like a good company from IVAX. 88.2% Ownership, this Baby should be well taken care.
(2) Thin Float. Less Short Selling Risks.
(3) I like $ERB but need to consider the price......comparing with $0.75 per share.
(4) Share number: 60034713-43658221=16,376,492, still #16.4 million shares to be exercised under Warrant. Please let me know if I am wrong .......
For Quick Trading:Today Up 55% ($PBMD), Up 33% ($ARIA) ...........
$ERB is a good company. But It depends on how much you are going to pay. Compared with $0.75 per share......
(1) $ERB is owned by ERBA-M at 88.2%. Float is very thin.
(2) I like $ERB but price is too high now, ....comparing with 16.4 million shares under Warrant to be exercised at $0.75 per share.
(3) Share number: 60,034,713-43,658,221=16,376,492, still #16.4 million shares to be exercised under Warrant.
I am still doing my DD. To answer your question quickly: YES, way too high.
(1) ERBA-M (88.7%), Institutions+MutualFunds (1%), Others (1%), Float (Left) ~9.3% ~5.58 million shares.
(2) ERBA-M acquired (IVAX-D) & (DREW+JAS), cost $15 Million and $6.5 Million respectively. ALL at the cost of $0.75 per share.
(3) ERBA-M also own warrant, at $0.75 per share; So far, only exercised in very small part.
(4) How high of 9.3% $ERB Float on the market can go ?? Please note, we are not buying ERBA-M !!
(5) As I said, I like the company $ERB, but, need to be careful about the right pricing.
Good Luck & Have Funs.......
$ERB Warrant owned by ERBA-M: 19.4 million at $0.75 per $ERB common share as of 2013-09-30.
Source: $ERB 10-Q filed on 2013-11-12
On June 30, 2011, ERBA Mannheim paid the Company $ 5,000,000 in order to consummate the initial transactions contemplated by the Stock Purchase Agreement (the “Initial Closing”). As a result, at the Initial Closing, the Company issued to ERBA Mannheim 6,666,667 shares of common stock and, in connection with the consummation of the initial transactions contemplated by the Stock Purchase Agreement, a warrant to purchase an additional 20,000,000 shares of common stock (the “Warrant”). After giving effect to transaction costs of $ 399,700 relating to the Stock Purchase Agreement, the Company received net proceeds of $ 4,600,300 at the consummation of the initial transactions contemplated by the Stock Purchase Agreement.
The Warrant has a five year term and an exercise price per share of the Company’s common stock of $ 0.75 and is exercisable only to the extent that shares of the Company’s common stock have been purchased under the Stock Purchase Agreement.
On April 16, 2012, ERBA Mannheim exercised, in part, the Warrant by paying an aggregate exercise price of $ 450,000 and, in connection therewith, the Company issued to ERBA Mannheim 600,000 shares of the Company’s common stock.
A total of 19,400,000 warrants remain unexercised as of September 30, 2013. As of September 30, 2013, the Warrant was exercisable for 14,733,334 shares of the Company’s common stock.