Professional Documents
Culture Documents
This article is designed to help you quickly decipher the 8K form and use it to your advantage
when you are trading against a market that is waiting for news instead of looking at filings.
This article is designed to help you quickly decipher the 8K form and use it to your advantage
when you are trading against a market that is waiting for news instead of looking at filings.
8K and 8K/A:
Before we begin, always remember that the (/A) next to any SEC form is to notify you that this is
a re-issue of a filing that has already been released and the A stands for Amendment. If you are
seriously looking for a glaring error to be amended then it is worth tracking down the original
filing.
The short story of the 8K is that it is some form of a company announcement, usually a material
change that is of specific interest to shareholders such as mergers, changes in financial
condition, etc.
In our line of work (OTC and lower priced securities) the ultimate 8K is the reverse merger 8K. A
reverse merger is when a company that is not publicly traded buys the ticker of a company that
has failed and begins trading on that ticker, kind of like hermit crabs in the sense that a new
company is now wearing this shell.
Why is this the best catalyst? Because traders see this as the opportunity to get in on the
ground floor of a brand new company to the public markets. Traders think that this is the time
they will be first, this is the time they will correct their past trading mistakes, this is the company
that could be the next Apple or Google! (It probably isn’t).
What you are looking for in a merger 8K is a change of control. A change of control is when the
company issuing the 8K has sold more than 50% of their outstanding shares, not their
authorized shares. A recent example in MCTC shows what this looks like:
On May 25, 2019, Lauderdale Holdings, LLC, a Florida limited liability company, in
which Company Chief Executive Officer, Garry McHenry maintains a controlling
interest, sold 130,000,000 common shares of MCTC Holdings, Inc., a Delaware
corporation (the “Company”) representing approximately 70.7% of the
Company’s 183,869,600 issued and outstanding shares to Messrs. Robert Hymers,
Edward Manolos and Dan Nguyen, all of whom were previously unaffiliated parties to
the Company. Each purchased 43,333,333 common shares for $108,333.33 each or an
aggregate of $325,000, utilizing personal funds. This series of transactions constitute a
change in control of the Company.
On April 3, 2019, Renewable Energy & Power, Inc. (the “Company”) entered into a
Reverse Merger under the Acquisition Agreement and Plan of Share Exchange
(the “Agreement”) with Leaf of Life Holdings Limited (“LOLJ”). Pursuant to the
Agreement LOLJ acquired an exclusive license from the Company to sell and market
LED Agricultural Grow Lights for Cannabis in the territory of Jamaica and the Caribbean
Islands. As part of the transaction, the Company also issued 5,000,000 Series A
Preferred Shares to Philip Saunders of LOLJ, and the principals of the Company also
transferred their collective ownership of 5,000,000 Series A Preferred to Mr. Saunders
in exchange for $40,000, which will be paid in cash.
In this case, the 8K is not specifically specifying “change of control” but it is specifying
“Reverse Merger” therefore the the reaction from the trading community is thought to be
the same.
On your keyboard in your browser you use CTRL+F on your keyboard (or however you search
for text on a Mac) to find the word “Split”. You are looking for a mention of a “Reverse Split”
which is the kiss of death for any stock. Most of the time when a reverse merger occurs, the
company coming in will perform a reverse split in order to reverse the effects of dilution from the
prior company. Save for the most rare of occurrences, reverse mergers with pending reverse
splits DO NOT run so you must be sure that there is not one set as part of the terms of the
merger agreement. Here is some verbiage from the TFVR merger filing:
Immediately following the Closing, the Board of Directors and a majority of the Shareholders of
the Parent shall take action on written consent:
(A) approving the reverse split of the capital stock of the Company in an amount for 1:1
to 1:1,000 as shall be determined by the Board of Directors of Parent;
(B) changing of name of the Parent to Red Cat Propware Holdings, Inc. or similar name as
determined by the Board of Directors of Parent; and © adopting the Amended and Restated
Articles of Incorporation of the Parent. In the alternative, the Board of Directors may, in its
discretion, call a special meeting of the Shareholders to be held on notice to the Shareholders
and submit the foregoing actions for approval of the Shareholders (the “ Shareholder Approvals
”).
If you see specific language about completing a split in order to complete a merger, move on.
The final point on this is that you must be careful to ensure this is a specific action as opposed
to boilerplate language about what could happen in the future though, so here is an example of
that language:
You can see here that “Reverse stock split” is being mentioned as something that
COULD happen as opposed to something that will happen or needs to happen.
Let’s say you ran all the steps and you found the perfect merger 8K, what is your job
now? DD. You need to find out about the company that is taking over this ticker and ask
yourself whether or not people will see this as a real investment opportunity. You need
to ask yourself the following questions:
You need to effectively balance the “turnover” calculation with the quality of the
company coming in. Sometimes, the company is not exciting but the turnover is so low
that you have to take it. Other times the company is exciting but the current share
structure makes it an immovable object. In other instances it looks good but has a 75%
spread on the bid and ask. There are a lot of factors to consider but the more you know
what to look for, the more you know when it is just perfect.
“Notes 8K”
You will often see me reference something as “just a notes 8K”. This 8K is the most common
type of announcement we see as it is a company exchanging handing authorized shares to a
lender in exchange for cash (that ultimately get dumped on you!). Here is a particularly sad
example of this type of 8K:
On May 1, 2019, Advanced Voice Recognition Systems, Inc. (the “Company”) entered into a
Stock Purchase Agreements (the “Stock Purchase Agreement”) with one private investor.
Pursuant to the Stock Purchase Agreement, on May 1, 2019, the Company sold an aggregate
of 100,000 shares of common stock at a purchase price of $0.015 per share for a total of
$1,500.
The Company paid no underwriting discounts or commissions. A copy of the form of stock
purchase agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by
reference.
So you can see here that it was led with “Entry into a material definitive agreement” then you
can see the terms of their material definitive agreement. Convertible debt/shares for cash. In
this case, a very sad state of affairs for this company as they needed $1500/
On June 19, 2019, XXXXX, Inc. (the “ Company ”) entered into a securities purchase agreement
(the “ Purchase Agreement ”) with accredited investors identified on Exhibit 10.4 hereof (the “
Holders ”) which provides for the sale of unsecured convertible promissory notes (the “ Notes ”)
with an aggregate face value of $190,000. The Notes are convertible at any time and from time
to time by the Holders into shares of Common Stock at a fixed conversion price of $0.10 per
share. Any unconverted, outstanding principal amount of the Notes is payable on June 19,
2024. The proceeds of the Notes will be used to fund operations.
My actively ignoring these 8Ks is not necessarily a negative statement on the company’s actual
value or its general direction, just that in this moment I do not expect the market to react to this
8K therefore I have time to look into it another time.
Other 8Ks: