Member Info for h4mmered

At a time when the company needs a fund raise yesterday, adding to the cost base appears like an...interesting choice...

Why would an AGM require "opening the books"? You are only required to hold certain statutory resolutions, and none involves providing new financial information.

What makes you so sure that Mike Unwin is pulling the strings? Do you have specific information that he is, or is this just speculation?

What precise crimes do you think the current Board is guilty of?

They have cash runway to Q1 next year, so they need to have completed a fund raise before then to avoid insolvency. To continue trading currently, the Board must have confidence that they can complete a fund raise, or they are committing a criminal offence of trading whilst insolvent. The Board should never have left it so late to complete a fund raise, but having done so they will have to undertake a deeply dilutive issue, as any new investor will regard the current business as essentially worthless, and will be weighing up buying the IP out of insolvency vs underwriting a placing and open offer, which would incur costs not necessary in a purchase from an insolvency. Whether the licence with Canopy Growth would survive an insolvency might make this moot - if it falls away then a potential buyer could just negotiate with Canopy Growth, and not worry about OCTP at all.

I can't understand why this is an issue. There was a company that was set up as a subsidiary of Truspine, never traded, ended up being dissolved and no longer exists. What am I missing?

Absolutely not the case that two companies can't have the same Directors.

In fact, this is very common, where entrepreneurs work with the same team on multiple ventures.

What has Critical Flow Ltd got to do with anything else?

Sorry for butting in to this conversation but just to clarify the par value question:

1) The par value is 0.01p, not 1p;

2) Shares can trade below their par value, that is no problem, but a company cannot raise money below its par value. The shares would have to fall more than 99% for this to be an issue.

I trust that helps.

On the FDA, I would say that there is valid criticism of the original management that they spent too much time worrying about marketing and not enough time actually getting the FDA application together. Clearly Mr Strauss has addressed this, and although his initial expectations of an approval in 90 days were way off the mark (approval takes AT LEAST 90 days, not UP TO 90 days as he stated), he is clearly making progress, and personally I think that the Board should be given the benefit of the doubt for maybe 6 months. If in 6 months the FDA approval is still pending and the company has not been recapitalised, then I think it is quite reasonable to criticise Mr Strauss's leadership.

...and the time to sell is when investors are all getting over-excited and nothing has been delivered yet....

So the company is dumping its stated strategy for a punt in China, just when everyone else is dumping China?

For existing investors, with the stock close to NAV, seems like a no-brainer what you should do...

https://www.bloomberg.com/news/articles/2023-10-23/why-global-investors-are-exiting-china-unloading-stocks?leadSource=uverify%20wall

Why would FB receive another 20m shares if/when FDA approval is granted?

Shares in issue do not include warrants, but they are included in the fully diluted share capital to calculate earnings per share.

On the basis that it was the company's lawyers that provided the information to the USPTO, either they have lied in their filing or the assignment is valid; US lawyers don't do anything unless they know that their actions are bullet-proof and that is the protection us shareholders have that the assignment can be relied upon. It would be a different matter if Mr Strauss had logged on to the USPTO office website and assigned the IP himself!

Good to see the immediate reaction in the share price 🤣

Looks like the IP situation has been sorted

I think there is plenty of blame to go around all parties. I would like to see the company recapitalised and an independent Board look at what has happened and whether any of it is actionable, but clearly this can only happen if and when the IP issue is resolved.

I am a shareholder of TSP rather than VELA.

Not sure that letter really helps FB, since it does suggest he sold the IP and then didn't transfer it, despite requests for him to do so, in accordance with an executed sale and purchase agreement, and he hasn't denied that he was paid for it. In a court of law I'm not sure he'd have a leg to stand on.

Why he brings up Annabel Schild seems a bit random, in a message to Alan Green. If it was early 2020 she invested it was pre-IPO, it would suggest round 4 at 30p (according to the Admission Document) and whatever Mr Strauss made out of the investment, it is substantially less than FB's actions have lost Ms Schild, since the shares are below 1.5p because FB didn't transfer the IP, in accordance with the sale and purchase agreement he seems to admit that he signed. She has lost 95% of her investment, and FB seems determined to try to make it 100% whilst casting aspersions on others.

It is going to be very interesting to see how this plays out when the dust settles.

I completely agree that unless or until the IP is sorted the company is in a holding pattern, and the interview with Mr Green was a car crash, but I do think that it is possible the IP could be sorted. Hopefully that is happening in the background in parallel with the FDA process.

The written proof in our case would be that there would be a transfer of money - just as in the Truspine case there is a transfer of shares that is incontestable. This is why it seems clear to me that Truspine own the IP but the original Board were negligent in not ensuring that the IP was registered by the company. If this is true then it should be possible to resolve the situation without killing all value for shareholders.

The ownership and the registration are two different things. If they bought it and it simply has never been properly registered in their name then the fact that they own it and that it is not registered in their name could both be true. Consider a situation where I agree to purchase an unquoted company share from you, we agree the sale, you promise to lodge a stock transfer form and I pay you the money. At that stage, irrespective of the fact that you have yet to register the shares in my name, I do own the shares and it is your responsibility to transfer the shares to me. That is what seems to have happened here, and the only argument against believing that the IP is owned by the company is to believe that FB is crooked enough to refuse to transfer the IP, and to be working on the assumption that the company will run out of money before being able to force him to comply with his legal responsibilities.

So if you believe that the company owns the IP, and that FB is withholding it despite having received shares for the IP then surely it is not beyond the realms of possibility that the company may be able to prove that it owns the IP and get it registered over FB's objections?

That would suggest that the company purchased the IP and that it should have been registered in the company's name, but for some reason the company has not as yet done so. Whilst the officers from back in 2020 have some explaining to do, it doesn't affect the fact that the company acquired the IP, by the looks of things?