The PR stating SpectraScience bought the assets of Oncoscope was released to us February 23, 2016. Which means, according to the 4-day rule, according to some, we might receive an 8-K on or before Monday.
Whenever the term '8K' is used in online forums, its incredible how quickly the nay-sayers instantly transform into professional lawyers who insist an 8K MUST come out, "or else its all over" (it's funnier if you wave your finger back and forth like someone is in trouble when you read "or else its all over" ).
You see, 8Ks have both extremely specific requirements and allowances which make it difficult to figure out if an 8K is actually going to occur.
We could quote Section 8 on the instructions for Form 8-K:
This is saying that, if the PR were to fall under this category, SCIE doesn't have to report it to us unless they're in a real jolly mood and want to.
We could get really serious and strict and say, "No no no, an 8K is ABSOLUTELY REQUIRED BECAUSE IT SAYS SO IN Item 2.01 "
Item 2.01 Completion of Acquisition or Disposition of Assets
Even here though, the PR says, "has acquired the assets of Oncoscope". It never said the acquisition was completed yet. Did you read the words, "acquisition completed" in the PR? I sure didn't.
Item 2.01 states that an 8K is required for the Completion of Acquisition , which means, if SCIE and Oncoscope haven't completed the acquisition yet.. we ain't going to see an 8K.
We could argue, according to item 2.02, "Results of Operations and Financial Condition" demands SCIE furnish us with an 8K. But then again... I beg to differ.
Which to me makes it sound like the upcoming 10-K would talk about Oncoscope.
You might argue Item 2.03 would force SCIE to give us an 8K. Nope.
And if youre still stuck on the notion that the words "acquisition" and "must file an 8K" go hand in hand, I suppose I can introduce you to Section 205, titled, "INTERPRETIVE RESPONSES REGARDING PARTICULAR SITUATIONS"
Which brings us full circle to the top of this post where you can once again read Item 8 Other Events.
And so, fellow DD'ers, although on paper the rules are very specific and straightforward, as investors, its difficult to figure out if an 8K will grace us with its presence or not because we don't know the whole story. Time will tell.
Whenever the term '8K' is used in online forums, its incredible how quickly the nay-sayers instantly transform into professional lawyers who insist an 8K MUST come out, "or else its all over" (it's funnier if you wave your finger back and forth like someone is in trouble when you read "or else its all over" ).
You see, 8Ks have both extremely specific requirements and allowances which make it difficult to figure out if an 8K is actually going to occur.
We could quote Section 8 on the instructions for Form 8-K:
Quote:Section 8 Other Events
Item 8.01 Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
This is saying that, if the PR were to fall under this category, SCIE doesn't have to report it to us unless they're in a real jolly mood and want to.
We could get really serious and strict and say, "No no no, an 8K is ABSOLUTELY REQUIRED BECAUSE IT SAYS SO IN Item 2.01 "
Item 2.01 Completion of Acquisition or Disposition of Assets
Quote:
Item 2.01 (Completion of Acquisition or Disposition of Assets) calls for the filing as an exhibit in certain circumstances of financial statements of businesses acquired, pro forma financial information and copies of the plan of acquisition or disposition.
Even here though, the PR says, "has acquired the assets of Oncoscope". It never said the acquisition was completed yet. Did you read the words, "acquisition completed" in the PR? I sure didn't.
Item 2.01 states that an 8K is required for the Completion of Acquisition , which means, if SCIE and Oncoscope haven't completed the acquisition yet.. we ain't going to see an 8K.
We could argue, according to item 2.02, "Results of Operations and Financial Condition" demands SCIE furnish us with an 8K. But then again... I beg to differ.
Quote:Item 2.02 (Results of Operations and Financial Condition) calls for the furnishing as an exhibit of the text of any public announcement or release disclosing material non-public information regarding the company’s results of operations or financial condition for a completed quarterly or annual fiscal period
Which to me makes it sound like the upcoming 10-K would talk about Oncoscope.
You might argue Item 2.03 would force SCIE to give us an 8K. Nope.
Quote:Item 2.03 The company becomes directly or contingently liable for an obligation that is material to the company arising out of an off-balance sheet arrangement
And if youre still stuck on the notion that the words "acquisition" and "must file an 8K" go hand in hand, I suppose I can introduce you to Section 205, titled, "INTERPRETIVE RESPONSES REGARDING PARTICULAR SITUATIONS"
Quote:Section 205.
Item 2.01 Completion of Acquisition or Disposition of Assets
205.01 Item 2.01 of Form 8-K, which calls for disclosure of the acquisition or disposition of a significant amount of assets, does not require disclosure of the execution of a contract to acquire or dispose of the assets. Disclosure under Item 2.01 is specifically required only when such an acquisition or disposition is consummated.
Note: Consummated means 'To complete'. And if this acquisition isn't complete, we're not going to get an 8K unless SCIE wants to give us one.
Nevertheless, the filing of a Form 8-K reporting the execution of a contract for the acquisition or disposition of assets may be required earlier by Item 1.01 of Form 8-K if the registrant has entered into a material definitive agreement not made in the ordinary course of business of the registrant (or an amendment of such agreement that is material). Even if Item 1.01 and Item 2.01 do not require disclosure, if the registrant deems the contract to be of importance to security holders, then the registrant may voluntarily disclose it pursuant to Item 8.01
Which brings us full circle to the top of this post where you can once again read Item 8 Other Events.
And so, fellow DD'ers, although on paper the rules are very specific and straightforward, as investors, its difficult to figure out if an 8K will grace us with its presence or not because we don't know the whole story. Time will tell.
1
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There is a VERY HIGH degree of RISK involved in trading and investing. Only invest what you can afford to lose.
Disclaimer:
As used herein, the terms "You" and "Your" shall mean you, individually, the reader, and each other party on whose behalf you may use the contained information at any time.
All references to "My", "I", and “The writer of the above post” shall refer to the creator of the username Joey68.
Do NOT invest unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges.
There is a very high degree of risk involved in trading and investing. Past results are not indicative of future returns. I assume no responsibility for your trading and investment results. You should NOT rely on the information in the above post to make any decision or take any action.
ALL OF MY STATEMENTS, including but not limited to, POSTS, MESSAGES, PRIVATE MESSAGES, and RESPONSES are OPINION and NOT fact and are for entertainment purposes only. Do your own research and make your own decisions based on your own conclusions.
ALL OF MY STATEMENTS, including but not limited to, POSTS, MESSAGES, PRIVATE MESSAGES, and RESPONSES are NOT advice, and are NOT designed to substitute the expertise and judgment of a professional. It is your responsibility to seek investment advice during all stages of your investments. It is your responsibility to evaluate the accuracy, completeness and usefulness of the information in the above post.
I am NOT a professional.
I do NOT work for you.
My posts are NOT investment advice. I am not paid to post.
There is no correlation between the number of posts I write per day and your assumed success of a company.
It is NOT my responsibility to inform you of my own personal investment decisions.
It is NOT my responsibility to inform you when it is time for you to buy, hold, and/or sell a position.
I have no control over, and am not responsible for the actions of others who copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided in my posts.
Errors and Omissions expected. The writer of the above post accepts no liability or responsibility for any errors or omissions contained in the above post or contained within this Disclaimer.
The writer of the above post shall NOT accept any liability for the accuracy or completeness of the information contained in the above post, for any reliance placed by any person on the information contained in the above post, or for any damage or loss, however caused, in connection with the use or reliance on any information contained in the above post.
The above post may contain links to websites owned and operated by third parties. These links are provided for informational purposes only and are NOT endorsed by the writer of the above post. The writer of the above post has no control over the contents of any linked website and bears no responsibility for the accuracy, legality, or content of the external site or for that of subsequent links.
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The writer of the above post makes no warranties or representations, express or implied about such linked websites, the third parties they are owned and operated by, or the information contained on these websites.
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