Spectral Medical Inc T.EDT

UP to 25% of Units Potentially Sold to Insiders

[Accountprince]

This morning's disclosure is certainly an eye opener.  So undefined insiders could participate in up to 25% of the offering.  Something should have been filed 21 days prior to their participation in the closing (July 6 for that filing?).  I haven't seen anything yet.

The disclosure also lists some exemptions they are relying upon to exempt them from rules governing treatment of non-insider shareholders.  Anyone familiar with these rules?

So we were at $0.53 per share.  A bought deal for units is done at $.425 per share and the share price is engineered to less than $0.40 per share and stays there until closing.  Insider provision to acquire 25% of the issue disclosed in press release concurrent with the closing announcement.

So if insider participation should have been disclosed say July 6 does the FMV get established that day or do you wait until they "negotiate" the bought deal with the underwriters on July 20 when the price is dropped?  Many questions and no answers. 

Looks like insiders will do anything to acquire more shares.  That - in a very perverse way - validates the value we all feel is there.

[mercedesman]

I am not that familiar with the rules AP but I read the following paragraph... "exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the Offering by insiders does not exceed 25% of the fair market value of the Company's market capitalization

[BayStreetWild]

I don't agree with any of this. Usually when owners feel like they have a tiger by the tail, they don't dilute. The insiders aren't going to take a big enough chunk out of this financing to not dilute themselves. With this financing they guarantee that the company has money to pay for expenses. As far as their shares are concerned, I would say they are aligned with shareholders if

[mercedesman]

We agree to disagree To summarize your position BSW, if I understand it correctly: "the science is a sham (PMX, EAA, SAMI and DIMI) - they are not inventors they have no idea what they are doing Kellum was hoodwinked to sign a 2 year contract and leave UofP Toray and Birch Hill were hood-winked Baxter was duped they are completely aligned with shareholders

[BayStreetWild]

We agree to disagree To summarize your position BSW, if I understand it correctly: No, you are going to another extreme. The company has some potential and quite a few positives. The way I see it is that the company also has some serious negatives. Aside from the share price continuously going down. I will just name transparency as the most serious one. It's also a weak company overall

[Accountprince]

BSW you seemed to be just a shareholder upset at the company's management when you started posting a few days ago.  But you reveal so much more of who you are with your five posts (so much detail!).  So I think you're from the other side (the dark side).  As such shame on you. And insiders taking up to 25% of a financing that has the potential to be dilutive to the extent

[BayStreetWild]

for someone claiming to be an accountant you are pretty gullible to think insiders took down $2.5M worth of this stock. Lets bet that if insiders took down more than 1.0M or 10% of financing@and you@re right I@ll never come back on to this board again. If you@re wrong you will change your name to BookKeeperBoilerRoom. For an accountant you seem to have a very poor understanding of how financings

[BayStreetWild]

literally for both financings you could have come in the minute after they were announced and filled your boots with shares cheaper than accredited investors. You can do it right now!  My friend, this is a position of weakness not strength. If a company has a high chance of success the financing gets announced.. the price falls towards financing price and than continues upward trajectory

[BayStreetWild]

Looking back, the real winners of this story are the people buying today. Not the longs who are unappreciated or the people who are already down from the 42.5c financing. They're just solidifying the price for the guys buying at 36 cents and below. By design or accident.. who knows. 

[BayStreetWild]

The presidents list was said to be "up to 1 million". You can look that up in supplemental prospectus on Sedar (SEDAR.CA). So I wouldn't worry about insiders trying to load up here. Their participation is negligible when comparing to the size of the financing. Take a look at SEDI.CA to see which insiders bought when. It is also worth mentioning that in the last 10 years of

[jakayo4]

This post has been removed in accordance with Community Policy

[BayStreetWild]

the "up to 25%" is a legal bar that would require minority shareholder approval. There's no indication that it has been met or that they would even come close to it. I did see somewhere in the marketing materials that there is space for $1M on the presidents list which may or may not have been used at all. A presidents list is a reservation for insiders to participate. So I'm