also...dxm shareholders would have to become the majority shareholders under an rtm merger in order to avoid section 382 disallowance. i'm not sure if the respective valuations between dxm and yp are such that this is even feasible.
i didn't say it would be impossible. i said it would be difficult. i stand by that statement. even with yp and an rmt merger, it would require creditor approval. we have seen recently that the company doesn't always get creditor approval.
however, to your point about yp...i have said over the past year that if anybody would make sense, it would be yp.
re: tax loss carryforwards...it would be difficult to avoid a section 382 disallowance of those carryforwards if the company was acquired by google (or by anybody else, for that matter).
i said you will never see a company sell shares that are not at a discount to market price. if you're really going to argue with that point, you're dull. the bdsi situation that you are reffering to is a conversion, not a sell. while that distinction may seem trivial to you, it is in fact a highly significant disctinction. you're missing the big picture on that deal. bdsi would have had to repay cdc within 60 days of fda approval, and cdc would still receive royalties on product sales. after the conversion, cdc still gets the royalties, but bdsi didn't have to repay on a timeframe that they would have had difficulty meeting. they would have had to dilute heavily to repay cdc...much more heavily than the dilution created by the cdc conversion...therefore, it took weight off of the stock price.
i stand by my statement. you will never see a company sell shares that are not at a discount to market.
october 31 is when the current placement agent agreement expires, not necessarily the offering. the placement agent agreement could be extended if needed.
i'm not sure why they would specify 2014, but not a specific date within 2014, if they didn't expect to eventually set the expiration sometime in 2014. if they didn't anticipate the offering to expire in 2014, i don't think they would have included 2014 in the s-1.
it's not an open ended shelf registration. it's set to expire sometime in 2014 (exact date not specified yet). i would say that the odds of them selling, or attempting to sell, the 45m shares is pretty high, especially considering that 45m shares around the current price would give them the capital that they have stated they need. the thing that angers me about this is that they should have gone ahead and done this a year and a half ago when the stock price was much higher and before they made the private offerings that they have made since may 2013.
i also see that gthp was trading around .48 for a long time. market cap = 30 m. they need 10m, or 1/3 of market cap. interestingly enough, the stock has basically lopped 1/3 off market cap, possibly in anticipation of huge dilution. if that dilution doesn't come to fruition anytime soon, at least a mild rebound could be possible.
NITE did, or a seller did? Ever try to sell a block, and you have to drop your price a little to get the final shares sold? I'm not saying mm manipulation isn't the case. I just laugh at how some people think it is always the case.
another thing to consider...the company filed their last pma amendment on nov 14 2012. the stock reacted with a significant drop for a while thereafter before recovering.
the key is to always remember that listening to corp leadership talk about their company is generally about as useful as listening to used car salesman try to sell you a car. there will be some interesting tidbits to take away from the conversation, but take much of what they say with a grain of salt and be skeptical of anything they tell you.