Member Info for Hullaballoola

Don't forget the shareholders who lent the company £35k in December 2022 before the £200k was secured to Mr Strauss friend, Barry Sanders. These loans were due December 2023 and have not been repaid.

They are a drop in the ocean compared to the (possibly understated) numbers reported in the Interim Report https://investors.truspine.org/docs/librariesprovider61/archive/results/interim-results-2023.pdf :

£ 759,537 Trade and Other Payables

£ 68,635 of Borrowings in Current Liabilities, and

£ 200,000 Non-Current Borrowings (Mr Sanders related party loan)

£ 1,028,172 of Total Liabillities

Truspine already owe over £1m and 2x former NEDs choose to lose another £80k ...

Hopefully another RNS will clarify!!!

Barry Sanders must be laughing his head off. Having a compromised former NED Chair putting his hands in his pockets for £50K when Sanders has the Legal Charge and is accruing interest at 20% with 8m warrants on repayment of his paltry £200k loan.

Sanders is making the NEDs look completely daft. But then he is mates with Laurence Strauss.

Https://bnnbreaking.com/finance-nav/drama-at-truspine-technologies-loans-questions-and-uncertain-future

The 2022 AGM was adjourned and then put off and put off. In May 2023 rebel shareholders got a resolution through to reconvene it as soon as possible. Here we are now in February 2024 and the wretched thing still has not been called. Today we are told: Further to the announcement of 27 November 2023, the Company intends to reconvene the 2022 AGM as soon as practicable and a further announcement by the Company in relation to the notice of the 2022 AGM will be made shortly. So Mr Godot promises to come “shortly” – not even tomorrow! This is a laughable state of affairs – and the 2023 AGM is also outstanding, not to mention this year’s in due course. Why have shareholders not been given the opportunity to, amongst other things, quiz the Board over what exactly is going on? They might wonder about the various funding rounds that never materialised. They might wonder about the corporate governance fiasco. They might even wonder why, having been promised an FDR application at IPO by Christmas in 2020 (which was not achieved), the FDA has still not approved the company’s spinal product. But above all, shareholders will surely wonder why the company has limited working capital resources at present and continues to carefully manage its weak cash position and hasn’t managed to repay a loan from apparently sacked director, the saintly Annabel Schild, which was due for repayment by 31st January. Indeed, one might ask why it has taken two weeks for the company to ‘fess up on that. Moreover, it now discloses that it has gone begging bowl in hand to former non-exec Chairman Martin Armstrong for a £50,000 loan, convertible if the company ever gets FDA approval, at 2.5p. This, in addition to the outstanding £30,000 loan from Ms Schild which was used to pay fines imposed by Aquis. The whole thing stinks: the company is surviving, clearly technically insolvent, by a thread. One has to wonder how an Auditor would view its solvency and whether the shares should at least be suspended pending clarification. But there’s no sign of that. Not yet, at any rate. In my view, the whole setup should be kicked off the London markets – anyone invested really is asking for it. The stance remains sell.

It doesn't look good for either Annabel Schild nor Martin Armstrong. Two NEDs who should know better granting loans to an insolvent company that has granted Baz Sanders a Legal Charge over all the assets. Baz should be the one putting his hands in his pockets if anyone.

Truspine has managed to obtain an unsecured £30k Loan, despite having granted security over all its assets to The Hub 2021 Limited, who benefit from interest at 20% and 8m warrants on repayment.

This does not make any sense and is a drop in the ocean compared to the £818,172 worth of current liabilities disclosed in the September 2023 Interim Accounts. All overdue.

Has Aquis called in the deferred fine of £165,000? This should be announced via RNS.

Why spend rare cash on due diligence for NEDs who are never going to come on board Much better to discharge genuine liabilities.

Everyone is being ripped off by this incompetent Board.

Five empty promises, The Company:

continues to ... is reviewing ... intends to ... maintains its intention ... continues to ...

Absolutely nothing of substance reported, a NON RNS!

The simplest "intends to" would be to convene the 2022 AGM but they can't even do that.

How long does it take to onboard Victoria Sena and Samuel Ogunsalu? Ooh a new condition has been revealed ... the need for "securing adequate funding". That is very telling. These NEDs would be mighty foolish to join the Board of an insolvent company.

Cont...

4.8. In its delay in updating the market when loan funds were not immediately available

as announced on 3 January 2023, the Company failed to act with integrity towards

investors. Investors had a false impression of the true cash position of the Company.

4.9. In omitting details of the Charge against the Company’s assets from its

announcement of 28 February 2023, the Company failed to act with integrity

towards investors. Investors had a false impression of the financial position of the

Company and were unaware of the risk to the Company.

4.10. Furthermore, the Company has yet to re-convene an AGM. Whilst the Company has

confirmed that it is of the belief it is acting in compliance with the Companies Act,

the failure to hold an AGM since the adjourned meetings in October 2022 appears

indicative of a failure to act with integrity towards all its shareholders.

4.11. These failings impact on the reputation and integrity of the Aquis Growth Market.

4.12. The Exchange notes the changes to the board during the period under investigation,

in particular the resignation of the CEO, Ian Roberts on 28 February 2023 and

Executive Chairman, Martin Armstrong on 26 April 2023, and the appointment of

Laurence Strauss as CEO on 26 April 2023.

This is very damning and the Company have yet to convene the 2022 AGM which shows their deep disregard for shareholders. So please stop the BS, put some Executive Directors in place who can remedy the above and deliver the Company's objectives!

I am reviewing the Aquis Stock Exchange Disciplinary Decision Notice issued on 16 August 2023 to TruSpine, where a record £215,000 fine was imposed on the Company for a variety of breaches of Market Abuse Regulations, Misleading the Market, Failures in Procedures, Controls and Systems and failures of Integrity to Shareholders and the Stock Exchange.

4. NATURE AND EFFECT OF BREACHES

4.1. As a consequence of the Company’sfailure to correct its announcement of 3 January

2023, the market had an inaccurate impression of the Company’s financial position.

Investors believed that the Company had immediately available loan funding of

£200,000 when this was not the case.

4.2. As a consequence of the Company’s failure to disclose the Charge over the

Company’s assets in its announcement of 28 February 2023, the market had an

incomplete and inaccurate view of the Company’s financial position between 28

February 2023 and 9 May 2023 and was unable to assess accurately the risk to the

Company.

4.3. In failing to keep investors up-to-date regarding the loan funds, and in omitting to

inform investors of the Charge over its assets in its announcement of 28 February

2023, the Company would appear not to have complied with Article 17 (1) of Market

Abuse Regulation (and thus Rule 4.1) by failing to disclose information which would

be relevant to an investor’s decision about the Company.

4.4. In omitting to inform investors of the Charge over its assets in its announcement of

28 February 2023, the Company would appear not to have complied with Rule 4.2

by failing to take all reasonable care to ensure that any announcement does not omit

anything likely to affect the import of the information.

4.5. Rule 3.3 of the Rulebook requires TruSpine to take reasonable steps to establish and

maintain adequate procedures, systems and controls to enable it to comply with its

obligations under the Rulebook.

4.6. The failure to provide evidence of the board’s discussion of, or agreement to, the

Charge over the Company’s assets, together with the failure to advise the Company’s

Aquis Corporate Adviser of the Charge and to include details of this in the

announcement made on 28 February 2023 is indicative of an absence of

fundamental procedures, systems and controls in the governance of the Company,

in breach of Rule 3.3. Pending completion of the Exchange’s formal investigation, a

call was held with the Directors on 10 May 2023. As a result of this call the Company

was required to make a formal submission to the Exchange, detailing improvements

to its systems for verifying and publishing announcements.

4.7. Rule 3.5 of the Rulebook requires the Company to act with integrity towards the

holders and potential holders of its securities and to avoid impairing the reputation

and integrity of the Exchange.

I want to know when Victoria and Samuel are coming on Board. Maybe they can help the criminal investigation...

Or was doing the shouting !!

Yes the recording reached me too. I can't remember whether it was from TW or X. The one minute General Meeting! Strauss refused to answer questions about the £200,000 Loan and belated Legal Charge put by a lady shareholder. He was yelling over the top of her like a man possessed, or a two-year child. Was that you Fred?

You can hear more yelling that someone was stupid and How Dare You at his fellow director, Annabel Schild. If it wasn't such vile behaviour it would be comical.

It will go down in history as THE shortest, most unprofessional GM ever.

Something to be proud of Laurence, NOT.

The sooner the NEDs come on the Board, the better.

Corporate governance needs a damn good shake up and they must have been vetted by now. Would hope to hear any day that Victoria Sena and Samuel Ogunsalu have rolled their sleeves up and taken a good look under the bonnet.

Bit strange to have 5x NEDs to 2x executives.

The lack of AGM tells you everything you need to know

Laughable comments from LondonI and h4mmered

Strauss fan boys. Good luck with that. The man is a compulsive liar!

This is the point... the RNS is more BS from a fraudulent company.

Shame there is no liquidity to bail out

Is this still on technical screening hold until TSP provide the FDA information they knew would be needed in the first place? And the FDA submission was a charade and should not have been made without this information...

But let's take a step back. If you don't own the IP or have licence to it, why even play charades?

I wouldn't risk my reputation or take on the liability of being a NED for TSP. It doesn't take much due diligence...

Worth a punt on a Company with no IP, insolvent and a phantom FDA application...

Hmm ... no!

Let's have a look at AQSE Disciplinary Notice:

• The 3 January 2023 RNS that a £200k loan would be “available to the Company immediately”, whereas the funds were not received and “the market had a false impression of the Company’s financial position from 3 January 2023 to 1 February 2023.”

• A Loan was announced on 28 February 2023 but the Legal Charge was not announced until 9 May 2023 and “the market had a false impression of the Company’s financial position and risk profile between 28 February and 9 May 2023”.

• AQSE noted limited evidence of Board Minutes and emails and “this was particularly evident in respect of any board discussion approving the provision of the security over the Company’s assets”.

• “These events are indicative of a failure of fundamental procedures, systems and controls in the governance of the Company”.

• “The Company has failed to act with integrity towards its shareholders … has impaired the reputation and integrity of the Exchange”.

THE COMPANY CONTINUES TO FAIL TO ACT WITH INTEGRITY TOWARDS ITS SHAREHOLDERS BY PUMPING OUT LIE AFTER LIE - FDA APPROVAL IS A FANTASY, RESOLVING THE IP (WHERE'S THE POPCORN), SALES IN NOVEMBER ... OMG ...SHAREHOLDER MANDATE, ERR NO!

THE BALANCE OF THE AQSE FINE WILL BE DUE SHORTLY AT THIS RATE