Quote:As such, he is both on-topic and relevant, especially in light of the destruction to the sp that their core of fellow "investor relations related consultants" have wrought onto shareholders.
Once again, your viscous, willful, and malicious allegations of criminal acts by the "public figures" are wrong. And the same goes for your completely misguided and legally incorrect interpretations of the SEC rules. Moreover, based on SCRC's recent 8K and available public court filings, the company has strong evidence that you are dead wrong about the root cause of the "destruction to the sp." Instead, SCRC's has alleged and attached clear and convincing evidence that Ironridge was the true "destroyer" of the sp. (Tangentially, "destruction to the sp" is not a term that I would use, though it was clearly heavily manipulated. That said, the sp has found a nice base range over the past few months; it is poised to breakout. Indeed, in my strong opinion, after a couple quarters of accelerated eps growth, the sp will be significantly higher.) Back to the point: It is clear to anyone reading publicly-available Complaint that evidence exists to prove that IR's fraudulent and manipulative tactics over a several-month period was the major catalyst for the unrelenting selling pressure.
I will not restate verbatim the company's announcement of its lawsuit against IR, but here is the link to the official 8K on this issue: http://www.sec.gov/Archives/edgar/data/152147...ica_8k.htm.
I found the Complaint to which this 8K refers on Pacer. Anyone with a private Pacer account can find the Complaint, docket sheet, and other procedural docs here: UNITED STATES DISTRICT COURT for the CENTRAL DISTRICT OF CALIFORNIA (Western Division − Los Angeles) CIVIL DOCKET FOR CASE #: 2:14−cv−03962−MMM−AGR. I believe the terms and conditions of the Pacer agreement prevent me from attaching the Complaint, so I have tried to paraphrase and capture most of the important language and issues below. But again, I have not repeated each of the allegations verbatim here.
On May 22, 21014, Scrips alleged as follows against IR: (1) securities fraud under Section 10(b) of the Securities Exchange Act and Rule 10b-5, (2) breach of contract, and (3) tortious bad faith. Scrips is seeking the following relief from the court: (a) a declaratory judgment from the court that would excuse it from issuing any more shares under California state court's Stipulation, (b) compensatory damages, (c) attorneys’ fees and court costs, and (d) punitive damages.
In para #11 of the Complaint, Scrips presents a set of discussions between it and IR between August 28, 2013 and October 2, 2013 about the details of an arrangement whereby IR would pay off about $700K in SCRC payables in exchange for common shares that never had to be registered.
Per para #12, the parties discussed the mechanism that would enable IR to obtain additional shares in the event the sp declined over a defined calculation period. SCRC understood there would be a "final adjustment", from which additional shares could be issued. IR, however, failed to disclose its intent to reduce the sp through their own market manipulation to increase the number of shares at SCRC's expense. In a nutshell, IR "acted knowingly, willfully and with intent to deceive [Scrips]."
Para #13 introduces the "Term Sheet", which IR presented to Scrips on September 27, 2013 to generally outline IR's proposed transaction. (Term Sheet was attached as Ex. 1.)
Para #14 contains legal jargon required to pierce certain perceived corporate protections that were designed to protect IR and its officers and agents, specifically, John Kirkland and Brendan O'Neill from liability stemming from IR's wrongful conduct.
Para #15 describes a conversation with Kirkland and O'Neill (K&0) on October 4, 2013 in which Scrips appeared to have voiced specific concerns over the potential negative effects that IR's sale of delivered shares could have on the sp. K&O apparently assured Scrips that IR would take no action to manipulate the sp and that any sale required to pay certain "receivables would be made in such a way that they would never be more than ten percent of the volume of sales on any given day."
Per para #16 Scrips agreed to the arrangement based on all of the above-alleged "deceptive representations and fraudulent omissions." Thus, the parties agreed to a Stipulation signed by all the parties in early November covering the arrangement, which a state court judge in Las Angeles, CA approved on November 8, 2013. On the same day, Scrips issued 8,690,000 shares to IR.
Para #17 alleges IR's scheme to defraud and manipulate included a "bait and switch". "While the Term Sheet contemplated only one potential "final adjustment" that may have provided additional shares to [IR], the Stipulation included language (at para #s 7, 8, and 10) which [IR] would later contend allowed IR multiple opportunities to seek additional shares of [SCRC's] stock."
Para #18: "It was a part of the scheme to defraud and manipulate that, contrary to its repeated commitments to [Scrips], [IR] entered into a scheme of selling [Scrips's] stock with the intent of artificially lowering the price of the security, and not for any legitimate economic reason."
Para #19: "...[IR] repeatedly sold [Scrips's] stock in a volume exceeding 10% of all sales on many days." Scrips attached a chart as Ex. #3, which demonstrated IR's sales represented over 28% of the volume during the week of January 6, 2014, about 23% of the volume the week of January 21, between 30% to 50% of the volume throughout February 2014, and a high of 57% of the volume during the week of April 7, 2014!
Para #20: Part of IR's "scheme to defraud and manipulate...intent to reduce stock price for purpose of increasing the number of shares received by [IR]. [IR's] sales had a tendency and effect of reducing the price of [SCRC's] stock."
Para #21: "[IR]...deliberately intended that its sales would send false information as to the supply and demand into the market, thus inducing other sales by the general public at reduced prices, creating further market distortion...and ultimately increasing the number of shares [to IR]...[IR] is guilty of manipulative conduct, i.e., knowing and willful conduct designed to deceive or defraud investors by artificially affecting the price of a publicly-traded security.
Para #22: While the sp declined and Scrips tried to speak with IR representatives about the decline, IR "refused to answer the questions, stating that the subject was confidential."
Para #23: "[IR] successfully reduced the market price of [Scrips], which had been in the range of $.15 on the day of delivery of the stock to the range of $.10 and below in April 2014. "There was no economic basis for this reduction...Absent illegal manipulation, [SCRC's] stock price should have risen given myriad positive business developments for [Scrips]."
Para #24: IR intended to increase the number of shares through manipulation, then profit rose back to its natural level, "as justified by the economic reality of the company's performance."
Para #25: IR initially represented it intended to receive about 8.7 million shares, but then increased that demand to 12 million shares. By "invoking the so-called 'adjustment' mechanism, [IR] has already received 10.3 million of these shares, and is seeking a further 1.6 million shares through California courts, and has indicated it will seek even more in the future."
Per para #26, IR sold far more SCRC shares than was necessary to pay Scrips receivables. Indeed, Scrips alleged that IR's sales of 10,305,555 SCRC shares led to proceeds of at least $1.2 million.
Per para #28, Scrips gave IR stock valued at about $1.4 million in exchange for less than $770,000 in debt.
Per para #30, IR's actions here is merely "a part of a wider pattern of illegal and deceptive activity." Scrips cited "Scam Informer" as a resource to discover additional examples of IR's illegal and deceptive conduct.
In para #31, Scrips refers to a specific example in which IR demanded over 6 billion shares from Green Automotive Company, Inc. based on the same type of Stipulation from another California state court.
Para #s 41-42 contain the breach of contract allegations, which included breaches of para #14 of the Stipulation and the "No Shorting" provision contained on page 2 of the Term Sheet.
Para #s 43-44 contain the tortious bad faith allegations, which are based on California's covenant of good faith and fair dealing.
Para #s 45-46 address the declaratory relief (i.e., that Scrips is excused from issuing additional shares to IR).
If anyone is interested in following this litigation in real time, I recommend signing up for a Pacer account (just Google "Pacer account" to find the site). If you use Pacer to follow only the SCRC-IR litigation, it will probably be free or cost no more than $50 per quarter.
Based on my initial review and analysis of the Compliant and its attached exhibits, I believe it was well pled and sufficient to survive an initial Rule 12(b)(6) motion to dismiss, which I fully expect to be filed at the same time as IR's Answer. I also believe that considering only the evidence attached to the Complaint, Scrips has already presented sufficient admissible evidence to create at least one issue of material fact one at least one of its pleaded causes of action and, thus, Scrips will likely survive a Rule 56 motion for summary judgment. In layman's terms, I believe Scrips has a good shot at reaching trial.
So back to my original point that the tracks to the true "destroyers" of the sp do NOT lead to "the core" and the wrongly accused violators of SEC regs. On the contrary, as well-stated by Scrips's outside counsel, the tracks lead directly to Ironridge. As alleged by Scrips, for example, IR's sales of SCRC shares accounted for up to 50% of the trading volume throughout February. For a quick painful reminder of what happened to the sp during February, take a look at the chart, which depicts about a 57% drop in the sp from a high of about $.21 on or about February 1 to a dip to about $.09 on or about February 28.
Any opinions that the core, alleged "criminals" or the issuance of PIPE shares caused the "destruction" the sp have zero merit and are willfully intended to discredit and harm the reputation of honest and good people, as well as to manipulate the sp, "thus inducing other sales by the general public at reduced prices, creating further market distortion." (Incidentally, the highly destructive PIPE shares that were the worst financing deal in the history of man according to CHP, were first announced when the 10K was filed on April 15, 2014. This was long after the "destruction" to the sp. Indeed, this was during the same period we are in today in which the sp range has continued in its very long base range between about $.10 and $.12.
I typed this in a hurry and so, please excuse any typos and poor grammar.
Have a great week!
Bsav88atty (I was not compensated for posting my opinions here, nor have I ever been compensated for posting my opinions on Scrips or any other company.)
