FORM 8-K.. I broke it down into sections. Feel
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Posted On: 07/04/2017 7:39:05 PM
FORM 8-K..
I broke it down into sections. Feel free to follow along with the actual Form:
https://www.otcmarkets.com/edgar/GetFilingHtm...D=12157152
..although i highly doubt anyone will.
Note:
ITALICS are from the 8-K
BOLD is my opinion
Top Page:
"Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing"
-Notice none of the boxes are checked. Means DCTH is NOT simultaneously satisfying any other filing obligation in this 8-K
Item 1.01 Entry into a Material Definitive Agreement.
our Board authorized the establishment of a new series of preferred stock designated as Series A Preferred Stock..
Series A Preferred Stock typically can be used for a number of things, but the only one that makes sense to me is a buyout. Yes yes, i know 'Buy Out' is thrown around everywhere in the OTC. But one, this isnt the OTC, and two, I hate suggesting buy outs because they rarely occur, but it seems the only plausible explanation here.
Series A Preferred Stock has no dividend, liquidation or other preferential rights to our common stock..
NO Dividends. So dont suggest it will ever occur.
Skip down the "CERTIFICATE OF DESIGNATIONS"..
Notice #4:
This caught my eye, and its HIGHLY possible im completely WRONG here, but 99.999% of the time, #4 'Liquidation Preferences' section begins with something such as, "In the event of any liquidation.." ; meaning its not an option currently. DCTH's Liquidation Preferences says "Upon".. is it possible they have plans of a buyout and worded it this way on purpose? Who knows. Im probably wrong.
Skip down to Exhibit 10.1
EXCHANGE AGREEMENT
Very important. But ill let you good people research this.
DCTH reminds me VERY MUCH of AMRS which was about to be delisted from NASDAQ a number of months ago for almost the exact reasons as DCTH; falling below $1. You can see they are now over $3:
https://www.otcmarkets.com/stock/AMRS/quote
AMRS had until June 19, 2017 to become compliant, and they did.
Notice AMRS drop and then run back up before another drop:
http://stockcharts.com/h-sc/ui?s=AMRS&p=D...3414624468
Fell to $7 then spiked to $10. Id be quite happy if DCTH spiked $3. How about you?
DCTH:
(a) Prior to the Closing Date, the Company shall have filed the Certificate of Designations with the Delaware Secretary of State. As of the Closing Date, the Exchange Note shall be free and clear of all Liens.
Free and clear of all Liens. Very important for a possible buyout.
The questions are, Who is 'the Investor' and when is the Closing Date for the exchange Note for the New Preferred Shares? And most importantly, why now? There's nothing 'bad' about all of this. A RS is not occurring. Nothing in here suggests a RS or a possibility of a RS.
If we get another filing within 2 weeks, we'll know MUCH more than we know right now. And let's be clear. I could be completely wrong with a buyout. Its possible they are putting the company up for sale, which would be great. But at the same time, all of this could mean absolutely nothing important.
Again, this is only opinion. do NOT invest based on this post.
There is a VERY HIGH degree of RISK involved in trading and investing. Only invest what you can afford to lose.
I broke it down into sections. Feel free to follow along with the actual Form:
https://www.otcmarkets.com/edgar/GetFilingHtm...D=12157152
..although i highly doubt anyone will.
Note:
ITALICS are from the 8-K
BOLD is my opinion
Top Page:
"Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing"
-Notice none of the boxes are checked. Means DCTH is NOT simultaneously satisfying any other filing obligation in this 8-K
Item 1.01 Entry into a Material Definitive Agreement.
our Board authorized the establishment of a new series of preferred stock designated as Series A Preferred Stock..
Series A Preferred Stock typically can be used for a number of things, but the only one that makes sense to me is a buyout. Yes yes, i know 'Buy Out' is thrown around everywhere in the OTC. But one, this isnt the OTC, and two, I hate suggesting buy outs because they rarely occur, but it seems the only plausible explanation here.
Series A Preferred Stock has no dividend, liquidation or other preferential rights to our common stock..
NO Dividends. So dont suggest it will ever occur.
Skip down the "CERTIFICATE OF DESIGNATIONS"..
Notice #4:
Quote:
Upon the dissolution, liquidation or winding up of the Corporation
This caught my eye, and its HIGHLY possible im completely WRONG here, but 99.999% of the time, #4 'Liquidation Preferences' section begins with something such as, "In the event of any liquidation.." ; meaning its not an option currently. DCTH's Liquidation Preferences says "Upon".. is it possible they have plans of a buyout and worded it this way on purpose? Who knows. Im probably wrong.
Skip down to Exhibit 10.1
EXCHANGE AGREEMENT
Quote:
EXCHANGE AGREEMENT (the “ Agreement ”) is made as of the second day of July, 2017, by and between, Delcath Systems, Inc., a Delaware corporation (the “ Company ”) and the investor signatory hereto (the “ Investor ”).
Very important. But ill let you good people research this.
DCTH reminds me VERY MUCH of AMRS which was about to be delisted from NASDAQ a number of months ago for almost the exact reasons as DCTH; falling below $1. You can see they are now over $3:
https://www.otcmarkets.com/stock/AMRS/quote
AMRS had until June 19, 2017 to become compliant, and they did.
Notice AMRS drop and then run back up before another drop:
http://stockcharts.com/h-sc/ui?s=AMRS&p=D...3414624468
Fell to $7 then spiked to $10. Id be quite happy if DCTH spiked $3. How about you?
DCTH:
(a) Prior to the Closing Date, the Company shall have filed the Certificate of Designations with the Delaware Secretary of State. As of the Closing Date, the Exchange Note shall be free and clear of all Liens.
Free and clear of all Liens. Very important for a possible buyout.
The questions are, Who is 'the Investor' and when is the Closing Date for the exchange Note for the New Preferred Shares? And most importantly, why now? There's nothing 'bad' about all of this. A RS is not occurring. Nothing in here suggests a RS or a possibility of a RS.
If we get another filing within 2 weeks, we'll know MUCH more than we know right now. And let's be clear. I could be completely wrong with a buyout. Its possible they are putting the company up for sale, which would be great. But at the same time, all of this could mean absolutely nothing important.
Again, this is only opinion. do NOT invest based on this post.
There is a VERY HIGH degree of RISK involved in trading and investing. Only invest what you can afford to lose.
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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.
http://investorshangout.com/Joeys-Investment-Board-91611/
Invite Only
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.
YOU ACCESS ALL LINKS ENTIRELY AT YOUR OWN RISK.
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.
The writer of the above post accepts no liability for any damage or loss, however caused, in connection with the use of or reliance on any information, material, products, or services contained on or accessed through any such linked websites.
There is a VERY HIGH degree of RISK involved in trading and investing. Only invest what you can afford to lose.
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