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Richard Moheban (aka Retired Aviator) earned a BBA in Finance, Investment & Banking from a national top ten (public) business school—the University of Wisconsin at Madison. He then went on to earn a BFA (with Honors) in 1992. After that, however, his one year of working in the corporate... More
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  • Axion Power Reverse Split Authorized Share Count 40 comments
    May 3, 2014 9:02 PM | about stocks: AXPW

    Rather than add to the huge volume of APC comments the Reverse Split has generated in the mere 2 days since the RS filing, I'll do this instablog and link to it on APC. Those interested can post thoughts here without adding yet more to the Concentrators on this. I think the Reverse Split proposal is very important and I hope all shareholders consider all aspects carefully before casting their vote. I encourage everybody to contact Axion's Investor Relations ASAP if they find the terms objectionable so Axion can alter the proposal to be equitable prior to the vote.

    Background

    The filing asks us to vote in favor of a reverse split somewhere between 1 for 20 and 1 for 50 shares. We will have between 1/20th to 1/50th of our former share count. Yet the 350 million shares we previously 'authorized' will not be adjusted in kind, nor adjusted at all, per the filing. In effect, instead of a headway of increasing the outstanding shares by 350m/225m or 55% currently, under this proposal the Board would get a headway of as much 350m/4.5m or 7700% more stock they could issue without any stockholder approval. I find this 'pork' that was slipped into the 'bill', whether it ultimately turns out to be material or not, to be extremely offensive and thus worrisome for the audacity of it alone.

    --------------------------------------------------------

    We are given two arguments why we shouldn't worry:

    (1) The NASDAQ will protect us by ensuring we can vote on any share issuances.

    My answer: We are not on the NASDAQ yet nor is there any guarantee we will be on NASDAQ if the split proposal is approved, nor any guarantee that if we get a NASDAQ listing we won't be delisted at some future date. This protection could be completely hollow.

    (2) You can trust the Board not to be fast and loose with issuing the authorized shares.

    My answer: Then why did it matter that the NASDAQ is protecting us? If (2) is true then (1) is meaningless and unnecessary. So I guess (2) is not such a certainty after all.

    Further, any authoritative body that drafts a legal proposal to prorate all quantities equally and fairly is heading in the direction of earning my trust. Any such body that proposes things that are oddly unequal, unfair, and grossly distorting of the relative quantities prior to the proposal for no given reason is heading in the direction of warranting my distrust.

    Thoughts

    This whole debate is ass backwards. We shareholders are made to feel as though something is wrong with us for questioning grossly distorting, unequitable terms. The Board should be on the spot, not us, for proposing such terms.

    Instead of the Board/CEO coming clean and asking shareholders for effectively what is a sky high authorization, it is not mentioned at all. Keen eyed shareholders have to spot it. In fact we are erroneously told "the net result leaves the shareholder exactly where they were before the split." Not true Mr. Granville.

    If they aren't going to issue astronomical share quantities, then they don't need astronomical authorizations. Just keep it the same ratio. Prorate everything!

    Analogical Musing

    To conclude my rant, I'll use an analogy. It's not perfect but close enough to show just how ridiculous this proposal is:

    Your neighbor comes to you and asks for a duplicate set of all your house keys. He says,

    "I've been a good and trusted neighbor for years, you know me well, and you know I would NEVER under ANY circumstance use the keys. And while you're at it, you might as well give me the keys to your garage and cars too. And let me again assure you that for no reason under heaven will I EVER use ANY of the keys."

    My answer: "Ok then. If you will never ever use the keys then you don't need a set."

    Disclosure: I am long AXPW.

    Stocks: AXPW
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Comments (40)
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  • RBrun357
    , contributor
    Comments (791) | Send Message
     
    RA,

     

    Thank you for your efforts and opinion. I have been amazed at how fast this RS and up listing has been force fed to us as nothing but a wonderful, healthy and glorious event! And if anyone attempts to state a differing concern is attacked.

     

    I am in agreement about the outstanding share issue, it should be a no contest adjustment. I am also not making a final decision until after the CC and a clear understanding has been presented by TG in regards to the state of revenue ramp, aka. significant orders. I believe we deserve this form of respect and communication.
    3 May 2014, 09:35 PM Reply Like
  • lwinkle
    , contributor
    Comments (78) | Send Message
     
    Lets look at the reverse split in theory.
    200 ml / 20 = 10 million outstanding
    200 ml / 50 = 4 ml outstanding

     

    .13 ( current share price ) x 20 (RS) = $2.6
    so even if it holds its current price
    $ 2.6 would be hoped for.

     

    10 million shares outstanding with a $ 2.6 price.

     

    Whether they RS 1 for 20 and issue 5 million shares at $ 1.5
    ( discount to current market )
    to new investor

     

    or do not RS and issue 100 million shares at .075
    to new investor ( discount to market )

     

    It is still the same. Heavy Heavy Dilution.
    It is still selling effectively 1/2 of the company.
    1/2 the company sold for 7.5 million dollars
    well that's the look of it.

     

    After the RS ( reverse split )
    If they can sell 5 million shares for 1.5 that gets the
    7.5 ml.........

     

    And that is what I foresee, because we all know
    they need probably 10 million to survive another
    year or so.

     

    Unless of course they have sales to bump up the price.

     

    BUT IF THEY DID HAVE SALES

     

    Why would they tell us they possibly need the 1 - 50 RS ?

     

    The 1 for 50 RS tells me, they have no sales.
    And have to bump up the price via RS.

     

    .
    5 May 2014, 06:31 PM Reply Like
  • Ikechowanec
    , contributor
    Comments (117) | Send Message
     
    Its financial engineering, for a company that is just trying to survive. They need to get their product sold and make a profit, otherwise it will be more of the same all the way to maximum dilution and bankruptcy. What choice do we have???  
    3 May 2014, 11:44 PM Reply Like
  • Occam's_Razor
    , contributor
    Comments (1691) | Send Message
     
    <<<<They need to get their product sold and make a profit, otherwise it will be more of the same all the way to maximum dilution and bankruptcy. What choice do we have???>>>>... 

     

    Answer: Sell some fricken batteries! and give the (NOT SPLIT!) shares a chance to recover.

     

    Thomas Granville announce Axion Power entered the "Commercial Phase" (his words, not mine) way back in January of '13. That was a year an 4 months ago... what the Hell is going on in New Castle?

     

    Sell some batteries... the rest will take care of itself.
    4 May 2014, 01:25 AM Reply Like
  • froggey77
    , contributor
    Comments (2803) | Send Message
     
    OR
    " Sell some fricken batteries! "
    While a good idea we have this problem in that it takes a system built for PbC to make them valuable.

     

    For instance:
    Axion Power And MultiLink Will Jointly Present Axion's PbC Technology At The SCTE In Atlanta October 21-24
    Unlike other sectors which require years of testing Multilink would be a faster track.
    So Multi link has resulted in how many sales yet?

     

    EPower is moving faster and getting its act together.
    How many trucks do you think they will have bought batteries for before the next financing?

     

    As I see it you either have another bad financing or you do the RS.
    5 May 2014, 03:39 PM Reply Like
  • Occam's_Razor
    , contributor
    Comments (1691) | Send Message
     
    <<<As I see it you either have another bad financing or you do the RS>>>>

     

    @froggey: O.K., Fair enough. However, an RS absent any viable path to revenues will leave my cheering from the cheap seats.

     

    As George Bush senior used to say: Not gonna do it!... wouldn't be prudent.
    5 May 2014, 04:25 PM Reply Like
  • froggey77
    , contributor
    Comments (2803) | Send Message
     
    Cheap seats, have their place at every investors table.
    5 May 2014, 06:07 PM Reply Like
  • Occam's_Razor
    , contributor
    Comments (1691) | Send Message
     
    One other point. I will NOT fund Tom Granville's (and his executive staff's) compensation and Bonuses with yet another (yes, ANOTHER) round of an extremely dilutive behavior (First PIPE, now Reverse Split)

     

    Frankly, when Tom went with the PIPE deal last year (and quickly adjusted his own contract, salary and Bonus) I was fooled. Tom led me to believe sales were "just around the corner" and I was dumb enough to believe him. No more.

     

    Although I hold "hope" that his latest "significant sales... and not in six months" might be true *this time*, history has a nasty way of repeating itself.

     

    I stated in the regular Concentrator that if this Reverse Split goes off without "any clear path to revenues" then I'm outta here.... since Tom will then use his new found liquidity vis-a-vis a "reverse split" at the expense of the more gullible Axion shareholders.

     

    However, after the dilution bloodbath, there would then be a possible re-entry point, but only after the Axionistas are in utter shock that this could even occur... um....AGAIN!

     

    However, if Thomas really does have a "credible path to revenue" with some significant sales announcements, then all these things we're (I'm) ranting about should take care of themselves.

     

    I'm not optimistic right now. If I were to guess, Axion has more "blue sky" bla bla bla during the next CC. I'm probably outta' here soon. We'll see...
    4 May 2014, 01:51 AM Reply Like
  • H. T. Love
    , contributor
    Comments (18363) | Send Message
     
    R.A: Without negating your thoughts about the management being more likely to unjustifiably give themselves more shares or options, although I suspect this is less likely than might be envisioned, there's a more insidious potential effect ...

     

    Having plenty of shares to throw out to raise capital may reduce the impetus to maintain tight controls on expenditures and/or encourage undertaking more risky and/or less likely to be successful endeavors.

     

    I've seen this with other equities.

     

    I think it both the more likely and more damaging effect on a company's chances for success.

     

    Having said that, they do need to have some reasonable number of shares available above the number that would be available if the capital shares were reduced in-kind with the general reverse split ratio.

     

    If the RS were to result in ~11MM float that would likely not be enough liquidity to provide a healthy market. To be able to attract the type of investor we need they need to be able, as situations warrant, to issue more shares that would improve market liquidity along with corporate coffers. Of course, this might also cause *real* dilution. Not many ways to avoid it unless sales really do start to materialize.

     

    MHO,
    HardToLove
    4 May 2014, 11:00 AM Reply Like
  • Stefan Moroney
    , contributor
    Comments (2661) | Send Message
     
    Nice blog R.A.

     

    Two comments:

     

    "We are given two arguments why we shouldn't worry:"
    Axion has not given us any arguments, only John has.

     

    I don't think it really matters b/c if they have to use or get the share authorizations, they will get them and the current holders will be screwed (like we have been for years) anyway.
    4 May 2014, 12:14 PM Reply Like
  • isthisonebetter
    , contributor
    Comments (362) | Send Message
     
    The authorized capital stock is a moot point. Axion is going to do its best to issue the minimum number of shares they can to get the required capital to proceed. Since I don't work at Axion and I'm not on their BOD, it's ludicrous to think that I know what those requirements are or how to meet them. Axion did their best to issue as few shares as possible during the last financing too, as is their duty to shareholders. Their best just wasn't very good.

     

    I'll be voting for the RS. I couldn't care less about authorized shares if we get listed on the NASDAQ; if our application gets denied, I'll re-evaluate my holding altogether. But I am not going to handcuff management when I have no idea what they need to do their job.
    4 May 2014, 12:45 PM Reply Like
  • Edmund Metcalfe
    , contributor
    Comments (1913) | Send Message
     
    Does anyone know exactly how many shares the BOD could issue themselves under the afore-mentioned "NASDAQ protections" ?
    24 May 2014, 07:37 PM Reply Like
  • Bylo-
    , contributor
    Comments (420) | Send Message
     
    Good blog, RA, I'll be following it closely.
    4 May 2014, 03:42 PM Reply Like
  • Stilldazed
    , contributor
    Comments (2146) | Send Message
     
    Hi gang,
    I went through the emotional rollercoaster on this and then sat down to think it out. Yes, there is a risk of abuse, but the BOD has a duty to shareholders and the company to keep things reined in. I will paste in what my thought process came up with below.

     

    Production growth is a capital intensive process. Going from an R&D to a commercial production company with production of more than proof of concept products requires a pathway to financing that we currently don't have.

     

    Anyone think a major contract will be signed without a clear financial path to meet demand?

     

    Maya discussed this conundrum in the past and IIRC presented it as a chicken and egg problem (Maya, I don't mean to put words in your mouth).

     

    Management must think this is the only viable way to move forward to grow production to meet potential contractual requirements.

     

    There is a reason we have a new board member that is familiar with this kind of stuff. Maybe this is the reason.

     

    I think we are at a breaking point. Take the risk entailed in an R/S or slowly die of a thousand paper cuts from an inability to grow from a lack of a financial pathway for production growth.

     

    This management VS shareholder talk is unreasonable. That is the whole reason for a BOD, management works for them and by proxy, for the shareholders. The BOD has a fiduciary duty to the company and the stockholders for oversight of management, how the company is run and to look for the best path to the future.

     

    There is risk in small cap companies. There is risk in going from the bush league to the big league. There is even more of a risk when stockholders limit a company from making the next logical moves to grow. If the stockholders limit or stop the R/S the company says it needs without allowing the BOD to do their fiduciary duty of protecting the company and stockholders during this time, then I will sell my meagre shares and buy into the company that eventually buys the technology when AXPW goes under. No pain (or risk) no gain.JMHO
    4 May 2014, 04:24 PM Reply Like
  • bazooooka
    , contributor
    Comments (3186) | Send Message
     
    RA,

     

    I agree that it should be easy enough for TG to give us a rational (or even a technical) reason why the 'authorized' need to remain at 350 Million.

     

    I would also think that if Axion is after a $4+ pps then 5-10 'authorized' would leave plenty of capital for expansion. Heck, they can always come and ask shareholders for more if there is a true legitimate impetus.
    4 May 2014, 04:29 PM Reply Like
  • Stilldazed
    , contributor
    Comments (2146) | Send Message
     
    Hiya Bazo,
    Thanks for the opening I was waiting for.

     

    I'll do a little math exercise.

     

    New Castle production plant has an automated sheeting process that I can't remember if we ever heard how much it would cost to duplicate so for simplicity sake I'll give it an arbitrary figure of $10m. Then I think I remember that 1 ASP can feed 3 or 4 (for simplicity I'll say 4) automated electrode lines at (IIRC) $10m a piece.

     

    So, before we find or build a building to house this production plant. Pay for the training for employees to run, maintain and repair the equipment, dockworkers and accessory people and equipment that are found in any production facility we have $50m in hard assets.

     

    There are others more qualified than I to do the math on how many electrodes this plant would produce, but without it (at a minimum) there will likely be no large or lasting contracts. If you want recurring sales, show me you can meet demand.

     

    The plant at New Castle is a pilot plant, it shows feasibility, proof of concept and has identified markets where our product fits through testing and in the case of ePower, real world application.

     

    We know that BMW has us talking to one battery mfg and that another is interested on their own for their customer(s).

     

    Is it possible we may have to build a plant here and one in Europe? Well, I can dream too.

     

    My reading between the lines means we are going to need a lot of capital one way or another. Personally I would rather see it from stock sales than loans especially after what the last interest rate worked out to for the last $10m last year.

     

    My conclusion, it is time to go (think) big or go home. :-)
    4 May 2014, 10:57 PM Reply Like
  • froggey77
    , contributor
    Comments (2803) | Send Message
     
    Bazooka
    The only rational or technical reason for keeping it at 350 million. is that it is one additional hoop to jump through.
    Agreeably a small hoop. Probably one the didn't even think about.
    There is no rational or technical reason at all to change it.
    Probably why they didn't think about it.

     

    Why do you want them to change it?
    Fear.

     

    Your suggestion of 100 mil post split shares works out to about 1.5 cents (In pre-split share prices) about 0.2 cents with 350 mil shares. I don't feel this is any real protection.
    Do you?

     

    Either they have the ability to raise money when needed to run the business or they don't exist.
    Do you want better financing terms?
    5 May 2014, 03:23 PM Reply Like
  • bazooooka
    , contributor
    Comments (3186) | Send Message
     
    Frogey,

     

    I was suggesting leaving up to 10M in post RS 'authorized' shares. Thus assuming a new pps of $4 - I would think giving Axion power to raise 40M (10m x 4) dollars would suffice. If they needed more $ they could ask shareholders.
    5 May 2014, 08:33 PM Reply Like
  • bazooooka
    , contributor
    Comments (3186) | Send Message
     
    Dazed,

     

    I'm sure if TG came with strong evidence he needed 50 million to fulfill a contingent purchase order than the stockholders would approve in short order. The real questions is how much of a blank check do you want to give him right now? Some say 10M; I say 40M; but others say 400M. Maybe it doesn't matter at all but good corporate governance normally would not allow authorized to trump issued by 10+ fold.
    6 May 2014, 12:25 AM Reply Like
  • Stilldazed
    , contributor
    Comments (2146) | Send Message
     
    Hi Gang,
    JP gave some more correct figures for the electrode lines, just shows I shouldn't run off memory. The electrode lines are from $2-$5m a piece.
    6 May 2014, 11:55 AM Reply Like
  • futurecartsla
    , contributor
    Comments (455) | Send Message
     
    "

     

    My answer: We are not on the NASDAQ yet nor is there any guarantee we will be on NASDAQ if the split proposal is approved, nor any guarantee that if we get a NASDAQ listing we won't be delisted at some future date. This protection could be completely hollow.
    "

     

    You raise a good point here. Take a look at ACTC they've had authorization to enact a RS for over 2 years for the purposes of uplisting to the Nasdaq, but it's been nothing but excuse after excuse of why it's not happening even though it was promised years ago. (I am an ACTC shareholder regardless though, although the position is extremely small)
    4 May 2014, 04:43 PM Reply Like
  • froggey77
    , contributor
    Comments (2803) | Send Message
     
    RA
    < I'll use an analogy. It's not perfect but close enough to show just how ridiculous this proposal is:
    Your neighbor comes to you and asks for a duplicate set of all your house keys. He says,
    "I've been a good and trusted neighbor for years, you know me well, and you know I would NEVER under ANY circumstance use the keys. And while you're at it, you might as well give me the keys to your garage and cars too. And let me again assure you that for no reason under heaven will I EVER use ANY of the keys."
    My answer: "Ok then. If you will never ever use the keys then you don't need a set.">

     

    Um no.
    As Axion already has 100 million shares and had a lot more available (Authorized) before the PIPE. At no point has Axion or nearly any other still viable company had zero extra stock available to issue.

     

    It is closer to:

     

    Your neighbor has and has for years had a set of your keys to check tor problems when you are gone. Then the appraiser for a mortgage company comes around and says your house is worth more than you think. At which point you go to the neighbor and say my house is too valuable to trust with my keys any more. Give them back.

     

    While my analogy is imperfect, (The risk of abuse is still there As in, Axion still has a 100 mil shares they could issue.Perhaps you only asked for half you keys back.) it is far closer than yours.

     

    I think fear is ruling your thoughts.
    4 May 2014, 09:59 PM Reply Like
  • Retired Aviator
    , contributor
    Comments (2137) | Send Message
     
    Author’s reply » froggey> If I'm swimming at the beach I might trust an acquaintance to hold my wallet. I would not trust them with the logins/passwords to all my accounts and access to my entire net worth. Nor is there any reason to entrust those to them.

     

    There is reason to have authorized shares ready in the wings for as much as a 50-75% increase in equity. There is no reason to have pre-authorized a 78 fold increase in the share count, with our shareholder veto power forfeited before we even have any inkling of the nature of management's plan. It's madness.
    4 May 2014, 11:33 PM Reply Like
  • froggey77
    , contributor
    Comments (2803) | Send Message
     
    RA
    " If I'm swimming at the beach I might trust an acquaintance to hold my wallet. I would not trust them with the logins/passwords to all my accounts and access to my entire net worth. "

     

    Sorry but you've already done it.
    When we did the PIPE we authorized multiples of what we had out. There are still 100mil beyond what we have out.

     

    For example: Bazooka suggested 100 million of the post split shares, would be a reasonable number for them to have. For expanding the business. (Doing the math in my head.)
    Using the present price that would be enough to dilute the price to about 1.5 cents.
    Leaving the shares at 350 would mean about 0.2 cents per share.

     

    Seriously? This is your argument?

     

    Try another analogy: I will let someone hold a ball-peen hammer over my head, but I won't trust him with a sledge hammer.
    Once you've reached the size where the hammer will kill you, it doesn't matter how much bigger a hammer they have.
    They'll both kill you.
    5 May 2014, 03:02 PM Reply Like
  • Retired Aviator
    , contributor
    Comments (2137) | Send Message
     
    Author’s reply » froggey> The *only* difference between prorating the auth count versus leaving it at 350 million is that shareholders forfeit their right to vote on even extremely large stock issuances. Nothing else changes one whit; not access to capital markets ... nothing.

     

    "Bazooka suggested 100 million of the post split shares,"

     

    I did not though so that's not relevant in debating with me. I suggested if the split is 1:20 then 1:20 be applied to authorized, which would be just 17.5 million shares authorized post split.

     

    Your conclusion that somehow my plan allows for heavy dilution without a vote is thus very flawed. My plan is simply to keep everything the same as it is proportionally, including dilution potential.
    5 May 2014, 03:22 PM Reply Like
  • Mathieu Malecot
    , contributor
    Comments (1206) | Send Message
     
    for me the question is if the reverse split is voted down what is the chance of business failing versus if the reverse split is approved.

     

    i would prefer my shares were worth 4$ today.
    5 May 2014, 11:49 PM Reply Like
  • Retired Aviator
    , contributor
    Comments (2137) | Send Message
     
    Author’s reply » I have no doubt whatever that if shareholders do not approve the RS, Axion will come right back with another RS plan more to our liking. They have to. I just don't see them going around to financiers saying "Our stock is fourteen cents. We want to sell you a pile and we'll give you a discount."

     

    No, Axion wants a better bargaining position from a share price of some respectability. Not to mention their website says "AXPW $.14" on EVERY SINGLE PAGE of the website. Now that's a brilliant move to engender the confidence of potential customers and financiers! I think at some level management must be very embarrassed at the share price as well as the price chart. The R/S will put a film of paint over it so they want it badly.

     

    If we vote this down, I am +sure+ they will come right back to us with a better R/S offer that fixes the authorized share count fiasco. More importantly, we'll be sending a message that shareholders are not pleased with everything coming out of New Castle and they cannot expect us to rubber stamp any proposal they send our way.
    6 May 2014, 12:01 AM Reply Like
  • Retired Aviator
    , contributor
    Comments (2137) | Send Message
     
    Author’s reply » "i would prefer my shares were worth 4$ today. "

     

    Why? You would only have 1/30th as many.
    6 May 2014, 12:06 AM Reply Like
  • bazooooka
    , contributor
    Comments (3186) | Send Message
     
    RA,

     

    If you look at other RS proposals some take 6 months to a year to take place. Axion doesn't have time on its side when you factor in courting of investors and cash that will run out come Fall.
    6 May 2014, 12:21 AM Reply Like
  • Occam's_Razor
    , contributor
    Comments (1691) | Send Message
     
    <<<More importantly, we'll be sending a message that shareholders are not pleased with everything coming out of New Castle and they cannot expect us to rubber stamp any proposal they send our way.>>>>

     

    @Retired Aviator: I have no doubt, Tom, has skimmed through some of these comments to get a feel for the "troops" state of mind. I suspect he's figured out that the "authorized share count" NOT being readjusted for the RS has gone over like a "turd in the swimming pool."

     

    Although I don't share your concern with the share authorization (I'm concerned about other things), I *am* curious to see if he at least pays "lip service" during the CC.

     

    My guess is it never even comes up until the Q and A.
    6 May 2014, 12:11 AM Reply Like
  • Retired Aviator
    , contributor
    Comments (2137) | Send Message
     
    Author’s reply » OR> I agree Tom is probably aware of grumbling on the APC. However what matters is how we vote, not how we vent.

     

    If he fails to get 50% of the vote then the message is heard loud and clear. If there is much pissing and moaning and some biting critics on the APC but the split proposal sails through with 75% approval then why care about the rants on the APC if you've got a 75% approval rating?

     

    No, let's tell them no rubber stamp as a precedent that will impact the amount of care put into any future proposals to come out of New Castle. Let's not be wet noodle shareholders and approve proposals that don't fairly reflect what's going on and greatly cede our rights.
    6 May 2014, 12:45 AM Reply Like
  • PbC Believer
    , contributor
    Comments (258) | Send Message
     
    RI I totally agree with you. TG is counting on getting his way on this because the RS makes sense and there are some among us who believe the APC issue is a non-issue. TG wants as much free rain with that huge number of shares as he can possibly get and after he gets it I fear that we will later come to understand why and perhaps woe the day that he was allowed to pull a fast one on us.

     

    Life has taught me to be suspicious when someone asks for something that they have no apparent need for. There is almost always a reason and when the person asking fails to explain their rational you have a very good reason to be suspicious and "just say NO".
    6 May 2014, 11:00 AM Reply Like
  • D-inv
    , contributor
    Comments (4172) | Send Message
     
    RA, PbC Believer ... We appear pretty much in agreement on several things related to the proposed reverse split. I perhaps go a bit further in concluding that any reverse split I will vote for will be associated with replacement of the CEO and Chairman of the Board as well as reduction in the authorized shares.

     

    The reverse split proposal advanced by incumbent management strikes me as a "Hail Mary!" pass from the one foot line with all eligible receivers inside the 20 yard line at the opposite end of the field. I have far less concern that management is setting itself up for generous stock awards than I am with the likelihood management fully understands additional financing at any fixed discount to market price after a reverse split is improbable without firm sales contracts in hand. Leaving shares authorized unchanged at 350 million signals provisioning for a second PIPE.

     

    IMO, writing to investor relations will be ineffective in changing the reverse split proposal. Write to the board of directors. PbC Believer, you hit the target dead center in pointing out to John Petersen that his arguments have assigned all blame for Axion's lack of commercial success in the past few years to parties other than Axion management when that management has clearly proven itself repeatedly excessively optimistic on PbC sales revenues and sought too little in new financing.

     

    Will post thoughts on an APC later today or tomorrow when time permits.
    6 May 2014, 02:04 PM Reply Like
  • Stefan Moroney
    , contributor
    Comments (2661) | Send Message
     
    Dinv -

     

    "I have far less concern that management is setting itself up for generous stock awards than I am with the likelihood management fully understands additional financing at any fixed discount to market price after a reverse split is improbable without firm sales contracts in hand. Leaving shares authorized unchanged at 350 million signals provisioning for a second PIPE."

     

    Interesting conclusion.
    6 May 2014, 04:10 PM Reply Like
  • bazooooka
    , contributor
    Comments (3186) | Send Message
     
    D-inv,

     

    Your point about another PIPEing is well taken. A share count doubling for 8M+ last time. Imagine if Axion "needs" 2-4x that but had to go back to the same pay day lender. Uggg

     

    But then again we are told TG has learned his lesson.
    6 May 2014, 08:00 PM Reply Like
  • Ikechowanec
    , contributor
    Comments (117) | Send Message
     
    are we looking at this all happening in 3rd qtr 2014???
    6 May 2014, 09:23 PM Reply Like
  • Mathieu Malecot
    , contributor
    Comments (1206) | Send Message
     
    i am just hoping the damn paperwork get to me in time to vote yes. i cannot see a good reason to vote against the reverse split if i want the company to finance at reasonable terms in the future.
    6 May 2014, 10:29 PM Reply Like
  • raleigh731
    , contributor
    Comments (305) | Send Message
     
    MM,

     

    I think, according to the filing, that NOT sending in your paperwork is deemed a YES vote. Therefore,, you will be hurt only if you plan to vote no.
    7 May 2014, 12:28 PM Reply Like
  • RuggedDC
    , contributor
    Comments (381) | Send Message
     
    This is a consent solicitation.

     

    If you don't indicate your consent (e.g., if you don't respond) I'm rather quite sure that constitutes a "no", as you will NOT have given your consent.

     

    Surely you weren't instigating a voter DIS-information campaign…?!~
    7 May 2014, 02:06 PM Reply Like
  • Occam's_Razor
    , contributor
    Comments (1691) | Send Message
     
    If you fail to send in your vote; then that is equivalent to saying "NO" on the RS. If you want the RS to go through, YOU MUST VOTE!
    7 May 2014, 05:08 PM Reply Like
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