I was reading this on a yahoo mb today michmale33
Post# of 56324
Posted On: 11/06/2015 3:11:25 PM
I was reading this on a yahoo mb today
michmale33
going to stay long on FITX
Basically because of the language in the SEC filings the spin by all intents and purposes is considered a “dividend” this is legally different than a “split” and there are many types of splits that have no impact because this is not a split of any sort period. It really is a brilliant short burn play by Cen Bio. When you are short during a spin, you are short ALL companies emerging from the spin. And as the documents state the trading of the new company will not commence Dec 1st. You as the shareholder will have the new shares (think of it as privately held because it won’t be traded on the open market),the shorts are still obligated to the short transaction and paying out of pocket the value of each “dividend”. They won’t be able to cover, it isn’t trading but the new company will be increasing in value in the interim and the shorts are still short. This is why they bash 24x7
This is from Investopedia it is easier than typing it all out but:
In other words, if a company pays a dividend to shareholders, the second investor who bought the shares from the short seller would get the dividend check from the company. But because the original investor is no longer a shareholder of record (because the second investor owns those shares now), then the short seller must pay the dividend out of his or her own pocket.
Finally, when the short seller decides to close out the short position, he or she buys shares on the open market (from a third investor) and then gives the shares back to the original investor, who closes out the short position and puts everything back to square one.
2.
wwwDOTsecDOTgov/Archives/edgar/data/1653821/000107878215001753/form10a110415_ex99z1aDOThtm
There is no current trading market for CEN common stock. A market maker has agreed to file an application with FINRA on CEN’s behalf so as to be able to quote the shares of CEN’s common stock on the OTCQB maintained by the OTC Markets Group. If CEN becomes able to have its shares of common stock quoted on the OTCQB, CEN will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC"
to permit its shares to trade electronically. CEN plans on applying for listing on the NYSE MKT upon obtaining DTC eligibility. No assurances can be given as to the likelihood of CEN being successful in any or all of these efforts.
3.EX-10.6 2 form10a110415_ex10z6.htm EXHIBIT 10.6 MASTER DISTRIBUTION AGREEMENT
This document clearly states the spin is to be considered a “dividend” to share holders on record as of Nov 30. Do you know what this means? Because the legal classification is considered a “dividend” any short holdings will be responsible for paying the PPS to the share holders. That’s fact, there is no argument.
4.
A couple things I find interesting in the first document alone. The fact there is no exchange listed, there is no value listed for the stock break down (that I have seen yet). It would appear to me the intention is to take the MMJ spin private and uplist the remaining nutritional company. Also note the reference to document 10.4
3.1 * Articles of Incorporation
3.2 * By-Laws
10.1 * Employment Agreement with Bill Chaaban
10.2 * $ 9,600,000 Promissory Note
10.3 * Lease Agreement
10.4 * Agreement with R.X.N.B.
10.5 * Notes payable to Mr. Chaaban
10.6 Separation Agreement
10.7 Amendment to $ 9,600,000 Promissory Note
99.1 * Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated September 16, 2015
99.1a Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated November __, 2015
Securities to be registered pursuant to Section 12(b) of the Act
Title of each class to be so registered Name of each exchange on
which each class is to be registered
7,000,000
Common stock, no par value N/A
100,000
Preferred stock, no par value
michmale33
going to stay long on FITX
Basically because of the language in the SEC filings the spin by all intents and purposes is considered a “dividend” this is legally different than a “split” and there are many types of splits that have no impact because this is not a split of any sort period. It really is a brilliant short burn play by Cen Bio. When you are short during a spin, you are short ALL companies emerging from the spin. And as the documents state the trading of the new company will not commence Dec 1st. You as the shareholder will have the new shares (think of it as privately held because it won’t be traded on the open market),the shorts are still obligated to the short transaction and paying out of pocket the value of each “dividend”. They won’t be able to cover, it isn’t trading but the new company will be increasing in value in the interim and the shorts are still short. This is why they bash 24x7
This is from Investopedia it is easier than typing it all out but:
In other words, if a company pays a dividend to shareholders, the second investor who bought the shares from the short seller would get the dividend check from the company. But because the original investor is no longer a shareholder of record (because the second investor owns those shares now), then the short seller must pay the dividend out of his or her own pocket.
Finally, when the short seller decides to close out the short position, he or she buys shares on the open market (from a third investor) and then gives the shares back to the original investor, who closes out the short position and puts everything back to square one.
2.
wwwDOTsecDOTgov/Archives/edgar/data/1653821/000107878215001753/form10a110415_ex99z1aDOThtm
There is no current trading market for CEN common stock. A market maker has agreed to file an application with FINRA on CEN’s behalf so as to be able to quote the shares of CEN’s common stock on the OTCQB maintained by the OTC Markets Group. If CEN becomes able to have its shares of common stock quoted on the OTCQB, CEN will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC"
to permit its shares to trade electronically. CEN plans on applying for listing on the NYSE MKT upon obtaining DTC eligibility. No assurances can be given as to the likelihood of CEN being successful in any or all of these efforts. 3.EX-10.6 2 form10a110415_ex10z6.htm EXHIBIT 10.6 MASTER DISTRIBUTION AGREEMENT
This document clearly states the spin is to be considered a “dividend” to share holders on record as of Nov 30. Do you know what this means? Because the legal classification is considered a “dividend” any short holdings will be responsible for paying the PPS to the share holders. That’s fact, there is no argument.
4.
A couple things I find interesting in the first document alone. The fact there is no exchange listed, there is no value listed for the stock break down (that I have seen yet). It would appear to me the intention is to take the MMJ spin private and uplist the remaining nutritional company. Also note the reference to document 10.4
3.1 * Articles of Incorporation
3.2 * By-Laws
10.1 * Employment Agreement with Bill Chaaban
10.2 * $ 9,600,000 Promissory Note
10.3 * Lease Agreement
10.4 * Agreement with R.X.N.B.
10.5 * Notes payable to Mr. Chaaban
10.6 Separation Agreement
10.7 Amendment to $ 9,600,000 Promissory Note
99.1 * Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated September 16, 2015
99.1a Information Statement of CEN Biotech, Inc., preliminary and subject to completion, dated November __, 2015
Securities to be registered pursuant to Section 12(b) of the Act
Title of each class to be so registered Name of each exchange on
which each class is to be registered
7,000,000
Common stock, no par value N/A
100,000
Preferred stock, no par value
(0)
(0)