1. Authorizing the Company for a period of up to six months from the date of the Meeting, to adopt an amendment to the Company's Certificate of Incorporation to effect a reverse stock split in a ratio up to 1 for 18, such ratio to be determined by the Board, or to determine not to proceed with the Reverse Stock Split.
2019 ATTIS INDUSTRIES INC Special Meeting of Stockholders
MEETING DATE: March 7, 2019
For Holders as of: February 1, 2019
MEETING DATE: March 7, 2019
For Holders as of: February 1, 2019
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18 comments:
Classic Greenshift move, lol.
In finance, a reverse stock split or reverse split is a process by which shares of corporate stock are effectively merged to form a smaller number of proportionally more valuable shares. A reverse stock split is also called a stock merge.
Greenshift has NOTHING to do with the ATIS R/S.
"merged to form a smaller number of proportionally more valuable shares." This is not a stock split. This is a reverse stock split.
Mr. Kreisler,
The last time I asked this question of you in an open forum, it seemed to precipitate a cessation of further communication. I need to ask again and I hope that a similar result does not follow.
What is the number of outstanding common shares? We had learned that this number was 20 million from several sources, yourself included. However, in a more recent comment you implied that the number was closer to 30 million. If you would, which is it?
Why do we need to know? None of us want to be subject to filing a SEC Form 13D. The threshold for that is 500,000 shares higher IF the OS count is 30 million. This difference is important if you want some of your larger share holders to support the PPS if your debt-holders do dump in the future. Our ability to that is conditioned on knowing the OS count. We must assume 20 million unless authoritatively documented otherwise.
Thank you in advance
If I recall correctly, GCS had a number of reverse stock splits too.
More irrelevant Attis news like all the other irrelevant other company posts that have meant nothing for GERS. We are sitting at historical lows in regards to our share price so all this other stuff is just a smoke screen.
Kevin - we are losing faith. Either take care of business or close the doors... What's happening with all this other great patent other project stuff that has been talked about 9iin the past. Has anything, I mean anything, led to any revenue generation???
No fluff please, just some facts for people that have their hard earned money parked with you.
It's about 20MM, before conversion of outstanding derivative securities, including all preferred stock.
Our shareholders may consider the result to have been worth the wait when the filings do come out. But, yes, I understand and agree. They need to be filed.
Thank you Mr. Kreisler (I hope).
Answers several questions including refuting the claims that somehow dilution has occurred despite your efforts to prevent it.
Before conversion of outstanding derivative securities? Are we talking millions of shares or a few hundred thousand?
Care to discuss timing? Weeks, months years or decades?
No dilution in years is music to my ears. Stock is at 4 I'm buying more.
I never got an answer to my question, #10 message... I figured as much... Anyone notice how the Attis news has been sending GERS higher? Not!!!
If it halted dilution, take whatever time needed. Thanks for the update Kevin.
Anon 8675309 - Note the following from prior public disclosures:
CAPITAL STRUCTURE
https://www.sec.gov/Archives/edgar/data/949721/000121390018007157/f8k052518_attisindustries.htm
5.9 ...Seller shall use commercially reasonable efforts to fully convert Seller’s remaining shares of preferred stock into Seller Common Stock except for the minimum amount necessary to maintain compliance with applicable pledge agreements and tax regulations regarding the availability of Seller’s net operating losses, and reduce Seller’s authorized Common Stock to no more than twice Seller’s fully-diluted Common Stock as of the date on which the Seller Restructuring is completed (“Seller Restructuring”).
Issued and Outstanding Shares:
Common Stock - 20,055,632 shares
Series B Preferred Stock - 2,480,544 shares
Series G Preferred Stock - 800,000 shares
The Series B shares are convertible into 620 common shares. The Series G Shares are convertible into 80% of the company's issued and outstanding capital stock on a fully-diluted basis after accounting for the dilutive impact of all issued and outstanding derivative instruments.
The company's derivatives include preferred stock as well as convertible debt held by the company's senior lender, Attis, and related parties. The senior debt includes toxic conversion features that cannot be used unless the company is current in its financial statements, or the previously-announced pending restructuring agreement is executed. The Attis debt converts at the greater of $0.10 per share or 100% of prevailing market, however, the associated lien coverage is lost if conversions occur, and it is structured to be paid first out Attis' share of JVCo distributions. Further, while it is possible that the principal amount could fully convert into a maximum of 100,000,000 common shares at $0.10 per share, Attis can't own more than 4.9% of the company's outstanding common stock (about 1,000,000 shares today), and the conversion shares cannot be sold at rates in excess of 20% of the average daily volume. As previously stated in prior years, the related party debt will be converted into equity at a premium to market, and at rates that will be absorbed by the preferred stock share reduction required under Section 5.9 of the Attis SPA.
In sum, the following estimates can be drawn from the company's prior public disclosures on the assumption that the company's remaining senior debt is fully paid with cash and zero dilution:
At a market price of $0.10 per share:
- Attis Debenture - 100,000,000 shares (as if fully-converted)
- Common Stock - 20,055,632 shares
- Series B Preferred Stock - 602 shares
- 20% of Fully-Diluted - 120,056,234 shares
- Total Fully-Diluted - 600,281,170 (assuming full conversion of Series G)
At a market price of $0.50 per share:
- Attis Debenture - 20,000,000 shares (as if fully-converted)
- Common Stock - 20,055,632 shares
- Series B Preferred Stock - 602 shares
- 20% of Fully-Diluted - 40,056,234 shares
- Total Fully-Diluted - 200,281,170 (assuming full conversion of Series G)
However, Section 5.9 of the Attis SPA requires full conversion of all preferred into "the minimum amount necessary to maintain compliance with applicable pledge agreements and tax regulations regarding the availability of Seller’s net operating losses." That amount is 67% for pledge purposes prior to elimination of the company's senior secured debt. Once that occurs, the "minimum amount" above drops to 51% - or the equivalent of 510,000 Series G Shares instead of 800,000 at 80%. Thus, after the senior debt is eliminated for cash and no dilution, a restructuring can be completed in compliance with Section 5.9 of the Attis SPA, at which point the estimates at each price point above would change to:
At a market price of $0.10 per share:
- Attis Debenture - 100,000,000 shares (as if fully-converted)
- Common Stock - 20,055,632 shares
- Series B Preferred Stock - 602 shares
- 49% of Fully-Diluted - 120,056,234 shares
- Total Fully-Diluted - 245,956,488 (assuming full conversion of Series G)
At a market price of $0.50 per share:
- Attis Debenture - 20,000,000 shares (as if fully-converted)
- Common Stock - 20,055,632 shares
- Series B Preferred Stock - 602 shares
- 49% of Fully-Diluted - 40,056,234 shares
- Total Fully-Diluted - 81,747,416 (assuming full conversion of Series G)
Each amount is subject to further reduction to the extent the Attis debenture is paid from JVCo distributions, or increase in the event of future acquisitions or other transactions resulting in new issuances.
Other Anon - in response to the business questions ...
As previously disclosed, the company has been focused on diversification for several years. Thus, in addition to the corn oil business and Attis transaction (e.g., purchase price, appeal/litigation, Method II/III, biodiesel, bioplastics, etc; see links below), and the company's continuing 20% stake in the Attis JVCo (dilution protected until 2027), the company has the following previously-disclosed development programs:
- carbon dioxide conversion into ethanol
- water harvesting
- energy efficiency and renewable energy projects
- cannabis yield enhancement and oil extraction
More information on each front will be provided after the company is current in its filings.
https://www.sec.gov/Archives/edgar/data/949721/000121390018007157/f8k052518ex10-1_attisindus.htm
... greater of $18,000,000 or five (5) times JVCo’s Consolidated EBITDA during 2018, 2019, and 2020; (iii) four (4) times JVCo’s Consolidated EBITDA during 2021, 2022, and 2023 ...
https://www.sec.gov/Archives/edgar/data/949721/000121390018007157/f8k052518ex10-2_attisindus.htm
4.2 Objectives. ... protect, preserve, and build value with the CleanTech Assets and CleanTech Business ... (i) by servicing the continuing and future needs of CleanTech’s licensees, (ii) by growing and operating the CleanTech Business as part of, and along with, the Company Business [(e.g., use of upshift margins to acquire first generation assets)], (iii) by causing and facilitating the protection, prosecution, amplification, settlement and resolution of now and hereinafter-arising infringement and other CleanTech Matters, (iv) by providing sufficient [non-dilutive] cash proceeds to, among other things, refinance, accelerate, or otherwise fully satisfy all amounts due to Seller’s Senior Lender, and (v) by providing the Company with the [non-dilutive] cash amounts stated in the JVCo Management Agreement and applicable Transaction Documents, subject only to Seller’s Senior Lender payments, which Seller and CleanTech shall continue to make in the Ordinary Course of Business until paid in full.
Thank you Mr. Kreisler, in a phrase, please keep it coming!
Won't allow me through Wells Fargo as it is in marryjane. Ugh
What are they doing with hemp?
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