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.
They need to do the math of how many trucks would be needing to restore power to a large city. Once they get that number (say it would take 1000 trucks), they then need to intelligently allocate this number across all utilities in the country. Large utilities (like ConEd and PG&E) would be required to keep more trucks on hand, and small cities perhaps may only need to have one or two. The focus should be that this would not be wasted money, that they would be returning value whether or not a disaster or attack occurs. This should be sold as a buy now so you are immediately prepared, not wait until disaster strikes (which was part of the silliness I found in their generator PR). The utility industry and government have been fretting about this risk since the mid-90s. WARM's generators could give them the solution they need.
Utilities already redirect trucks like this during disasters. If you have ever evacuated an the Gulf coast during a storm you will recall caravan's of trucks utility trucks from neighboring states driving south toward the storm as you drive north.
If nothing else maybe they should try to partner with a utility and start looking for government requests for proposals to tackle this problem to see if they can get funding to test the viability of using multiple MG units to replace power.
In early April the WSJ had an article about utility companies joining forces to stockpile critical pieces of electrical equipment that can be rushed to power companies if they are hit by terrorist attacks or other disasters that could cause extended blackouts. WARM's MG can be the solution to the loss of any of the critical components (i.e. components that cost millions and take a long time to construct).
The pitch WARM should be making is to the utility companies and the government is that having a fleet of vehicles evenly distributed across the country is a robust, economic solution to this risk. Their onboard power provides value in their day to day activities (i.e. its not a waste if a large disaster or tourist attack never happens), and as a quick, versatile response to a loss generators, high voltage transformers or transmission lines. There selling point should be that they replace the centralized power generation quickly and cheaply at the distribution level (i.e. plug into the grid at the distribution stubstations or at key buildings/installations). By minimizing the impact of destroying large electrical components it makes it very hard for anyone with ill intent to have much of an impact. If someone takes out a large substation near Los Angeles, the local utilities would be able to send their trucks with WARM’s MB to critical locations thus restoring power in a few hours to key places. Trucks in the rest of the country could then be redirected to the affected area (through agreements as those described for sharing large transformers) until the all distribution grids are back on line.
So the Emerson business unit Kato not only conducted the tests on the 625KVA generator, but will also supply the "production level" quantities of software and equipment for mobile generation. I read the blurb about suppliers as saying for the small purchases they will use Inverom and the southern California Ford truck company (who will buy the parts from whomever and tack on a profit), but that Kato would provide the software and associated hardware for large fleet purchases. Emerson has two brands, one of which is Kato and it specializes in "oil & gas, mining, power conditioning, and the military along with Motor-generator sets." Kato being involved in two business areas (a potential customer of generator/lisense for generator and a mobile power generation supplier) is a good sign. It means they have Emerson engineers interested and involved.
If you look at the picture of the generator test included in the yearly (this is not the 2013 rehashed photo we have been seeing), this test involved access to a large, expensive generator, and Emerson paying Kato engineers to approve, design, setup and conduct testing. It would be interesting to know if they came up with the plan to alter Warm's dispersion unit to produce consistent results within a specific parameter jointly with Kato engineers. So they are still working on the add-on cooling method, and that they probably have a long way to get to an integrated unit, but it seems product development is continuing to move in the right direction.
Blurb from yearly about KATO supplying equipment:
"For mobile power generation, the required software and its vehicle integration will be supplied by Inverom Corporation along with partner truck up-fitters. Production level quantities will be handled by KATO Engineering, a brand manufactured by Emerson Industrial Automation, a division of Emerson Electric Company, with a backup of multiple other sources, if needed, such as Regal Beloit, Generac, etc
From Oct press release
"San Francisco CA, October 23, 2015 -- (MARKET WIRE) – Hybrid Coating Technologies Inc. (HCTI:
OTCBB) is pleased to announce that it has entered into a definitive exclusive distribution agreement with
a US based coatings distributor for several of Hybrid’s floor coating formulations. Under the terms of the
agreement, the distributor will place and pay for a preliminary order of one 20 foot container of coatings
over the next two weeks for $160,000. "
In the yearly just put out
"We have had no significant operating revenues for the year ended December 31, 2015, save for samples sales of $5,815. "
I have a tiny tiny position just to force me to watch this stock to see if I want invest more (because someone highly recommended it). This lack of follow through is concerning. If I missed the reference to the Oct distribution agreement in the 10K please point it out.
Been here about as long as you. I think I know why you didn't sell at 0.90. Many forget that was before ELTP announced they were going it alone. I had decided that a big pharma buying in could have them valued over a dollar, and near a dollar anyway so I intentionally held. I sat down and really thought it through deciding that if it didn't happen I could just sit it out until they went to market. I did not expect them to drop back as low as they did (0.20s for a good stretch), and I didn't expect the price to stagnate so long after announcing submission for NDA. Looks like Elite will have to actually get the big $$ in their coffers from rolling out the drug to take off, but I'll be here waiting. Not at all worried about a failure from here, but after so long would like to see it priced like a research and development company and not a generic manufacturer.
I've tracked the EPIC news a bit and I'm wondering if the EPIC folks wanted to shake free of their existing company, get $$ buy into Elite. With that amount of cash they could bankroll the ADT development themselves. I figure we won't know that until after the EPIC deal closes, and a few months go by for any legal ramifications go through. The most the Chinese company can hold onto is the rights to market SequestOX. The marketing of the remaining drugs are up for grabs. Nasarat would probably prefer to finance parallel development of several drugs by giving shares to EPIC personnel who he has come to trust than liquidate any more with LPC.
These were not warrants as they were reported in Table 1 of form 4 which is reserved for non-derivatives. We can all see from the price on 2/3/2016 they were not made on the open market, so that means they were a private purchase. Why lameness is implying they were warrants is a mystery. There is no mention of warrants about to expire for these insiders any any of the historical SEC filings.
So despite what lameness is implying these guys put down actual money to buy these shares. Yes they got to do it privately, yes they did it the day before they released meaningful information. But they also didn't sell any shares as part of that run up (unless they did it in April after the new quarter started). So I don't see any down side to these stock purchases. Only up-side.
As for saying its an SEC violation I think that is a big leap. Insiders typically have prearranged windows of periods they can be stock and if they buy then its o.k. Plus if they don't sell on the news how did they benefit from the purchase (seriously we may end up back at 0.16).
Your so far down I would suggest holding. The negative things about this company is too little communication and way overly optimistic estimates of progress and timetable for revenue. But they have added a successful business man who has enough money and potential new income based on his own skill and reputation that he would not risk it on something that isn't likely to succeed much less be embarrassing. Also Emerson would not let their name be associated with a inept or suspect company. Because of these two recent events of external validation I think there is an almost a zero chance they are lying or faking anything, and a very good chance they will bring in revenue within 12 months.
So just keep waiting. You have nothing more to lose at this point....well not much compared to what you have already lost.
They built up a marketing, finance, and installation system for their mobile generation in the south western portion of the U.S. Breiten Capital will loan money to customers, and they have a large QVM (Quality Vehicle Modifier) Ford dealership that is willing to install their product in customers trucks. The QVM doesn’t mean Ford backs the technology, but it does mean the mechanics installing the technology understand how to do the modifications without damaging the truck, and perform the work following Ford’s recommendations for manufacturing, quality, and customer support. All these items provide credibility that will make it easier for a fleet to decide to retrofit a few vehicles. A big improvement over the previous choice of pulling into a small retrofit UPT garage of a company no one has ever heard of.
They have identified the first market customers who continues two generators. For these customers it doesn’t matter what the cost of fuel is, not longer having to tow a generator will be a significant advantage in terms of convenience and safety. While the potential revenue is going to not in the billions, any revenue is good at this point and it will validate the technology.
new board member, Bedi had an impressive (and it ended positively) tenure at Ford and has continued his career in relevant areas to WARM. He brings not only a business network and trust that goes with his untarnished tenure, but also marketing and finance experience. His involvement and belief in the revenue potential of the mobile generation technology likely greased the wheels to getting a large Ford dealership involved.
Hassette and Bibb purchased almost 1.5 million shares between them in Feb, after the Jan 2016 pump and Oct 2015 generator tests. Likely meaning no catastrophic design failures were revealed. The chance of such design failures decreases as more testing is performed.
Given we actually got updates recently, I thought I put on my optimistic hat and give a nod to the positives that have developed in the past few months. As a disclaimer all of them assume what we are hearing from the company is true, or at least close to the truth. They all point to progress being made to brining the technologies to market and securing revenue. While these events seem to show things are moving forward I do not think revenue is imminent. But with these developments I think the risk of not succeeding to some extent in at least one area is getting smaller.
dry pit submersibles
a new test in 2016 with significant improvement in power density. This component has been tested a few other times since 2013. The improvements are likely due to improvements in design since 2013 and transition from prototype unit to a properly machined/casted unit. Company has brought on a product manager to launch the product. Also, the spokesperson commenting on this is the Emerson executive. Potential significant given Emerson has been revealed to be testing the generator/alternator technology. Perhaps the size of the potential improvement in power density performance is piquing their interest in using their technology pump market.
The testing done in Oct was done on an Emerson generator using an testing company associated with Emerson, which leads one to believe Emerson is one of the potential licensees. Having such a large company interested in very significant. Obviously no legal documents have been signed or agreements made, but their involvement is a positive. Should they adopt the technology its credibility will be sealed. Testing resulted in need for more design work, but the fact they told us about it is a welcome change. Insider buying after the test indicates the design issues are not likely to be insurmountable.