Juststoppingby
6 días hace
For comparison, the KIB Plug Energy filing from last year, 3/14, 2024, was voluntary disclosure.
Change of sales or profit and loss structure less than 30% (15% for large-scale corporations) (voluntary disclosure).
https://investorshub.advfn.com/uimage/uploads/2025/2/10/zkrcbScreenshot_10-2-2025-Financial-Statements_111128_dart.fss.or.kr.jpeg
Sales Growth YoY * 2023 Revenue +29.88% * 2023 Net Income +28.75%, as they (Coretec) announced in their press release on December 4th, 2024.
https://dart.fss.or.kr/dsaf001/main.do?rcpNo=20240314802636
From the press release December 4th, 2024.
Financial Highlights of KIB Plug Energy (K-IFRS Audited) (USD)
Year 2022 * Revenue * $75,103,056 * Net Income * $8,017,058
Year 2023 * Revenue * $ 97,547,974 * Net Income * $ 10,305,615
Growth YoY * 2023 Revenue +29.9% * 2023 Net Income +28.5% * 2024 ?-%.
Press Release December 4, 2024.
https://thecoretecgroup.com/press-releases/the-coretec-group-secures-controlling-stake-of-multi-national-energy-company-with-over-us70m-in-annual-revenues-strengthens-board-and-introduces-global-expansion-plans/
Juststoppingby
1 semana hace
Coretec mentioned this in the 8-K on Nov 14, 2024.
“Failure to meet this deadline could result in a loss of our current filer status. Even when we regain status as a current filer by filing timely reports with current financial statements, we will not be eligible to use a registration statement on Form S-3 that would allow us to continuously incorporate by reference our SEC reports into the registration statement, or to use “shelf” registration statements to conduct offerings, until approximately one year from the date we regained (and maintain) status as a current filer. Until such time, if we determine to pursue an offering, we would be required to conduct the offering on an exempt basis, such as in accordance with Rule 144A, or file a registration statement on Form S-1. Using a Form S-1 registration statement for a public offering would likely take significantly longer than using a registration statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our liquidity, ability to raise capital or complete acquisitions in a timely manner. The use of Form S-1 would also prevent us from conducting offerings on a “shelf basis,” limiting our flexibility as to the terms, timing or manner of any such offering.”
Juststoppingby
2 semanas hace
Here is information on series D preferred shares, the money they raised, the cost of buying KIB Plug Energy shares, and the date of purchase.
Subscription Agreement
73,000 Series D Preferred Shares
10,700 Series D Preferred Shares
87,800 Series D Preferred Shares
46,040 Series D Preferred Shares
--------------------------------
217,540 total shares before conversion.
Convertible Into - Purchase Price
486,666,666 - $7,300,000
71,333,333 - $1,070,000
585,333,333 - $8,780,000
306,933,333 - $4,604,000
------------- --------------
1,450,266,665 - $21,754,000 Total dollars raised for Series D Preferred Shares.
KIB Plug Energy shares acquired.
11,415,525 @ 438 = 4,999,999,950 Purchase date November 7, 2024
16,000,000 @ 600 = 9,600,000,000 Purchase date November 15, 2024
6,542,056 @ 535 = 3,499,999,960 Purchase date November 18, 2024
8,000,000 @ 750 = 6,000,000,000 Purchase date November 15, 2024
-------------------
41,957,581 total shares purchased in November and December
-------------------
10,904,635 @ 610 = 6,651,827,350 Purchase date January 15, 2025
----------------------------------
52,862,216 - 22.31% total shares acquired so far.
Total purchase price in Won 30,751,827,260
In U.S. dollars, $21,163,407.52
1 Won = $0.00069 - 2/4/2025
https://investorshub.advfn.com/uimage/uploads/2024/11/26/l[humScreenshot_26-11-2024_9723_dart.fss.or.kr.jpeg
https://investorshub.advfn.com/uimage/uploads/2025/1/24/fbzwtScreenshot_17-1-2025_112327_dart.fss.or.kr.jpeg
Juststoppingby
2 semanas hace
“due to complexities resulting from recent corporate transactions, including the share exchange,”
I understand your view that “recent corporate transactions” indicate the acquisition of KIB Plug Energy shares, but I disagree with you.
After the merger, the company must complete many transactions, including consolidated audited financial statements, preparing and consolidating Core Optics Co., Ltd., a Republic of Korea corporation, prior annual and quarterly financial statements, and deciding how far back they want to go.
Financial statements of businesses being acquired.
Pro Forma Financial Information.
Three entities besides Coretec were involved in this merger: Core Optics, LLC, Core Optics Co., Ltd. Korea corporation, and Core SS LLC.
From the 8-K August 22, 2024.
SUBSCRIPTION AGREEMENT
(e) SEC Reports... However, due to complexities resulting from recent corporate transactions, including the share exchange, there is a risk that certain future filings may not be timely. Please refer to the Risk Factors set forth on Schedule I for further information.
Schedule I
Risk Factors
Risk of Non-Compliance with SEC Reporting Obligations Following Recent Share Exchange
As part of our obligations under Section 13 of the Securities Exchange Act, we are required to file specific information, including consolidated audited financial statements, within a designated timeframe following the recent share exchange, which has an effect similar to a reverse merger or business combination. Due to the complexities involved in consolidating financial data, we may face challenges in meeting this filing deadline. Any delay in compliance with these SEC requirements could subject us to regulatory consequences, diminish investor confidence, and limit our ability to pursue certain business initiatives. Additionally, any delays or complications in obtaining audited financials may further impact our reporting timeline, increasing our risk of non-compliance with SEC reporting requirements, increasing our risk of our shareholders’ inability to rely on Rule 144 for resale of our securities and adversely affecting our business operations.
As a public reporting company, we are subject to filing deadlines for reports that we file pursuant to the Exchange Act, and our failure to timely file such reports may have material adverse consequences on our business.
To maintain our “current” reporting status with the SEC, we are required to file our Form 10-Q for the quarter ended September 30, 2024, within the SEC’s prescribed timeline. However, due to complexities arising from the recent share exchange, as well as delays in preparing and consolidating prior annual and quarterly financial statements, there is a risk that we may be unable to file this quarterly report on time or be able to regain compliance. Failure to meet this deadline could result in a loss of our current filer status. Even when we regain status as a current filer by filing timely reports with current financial statements, we will not be eligible to use a registration statement on Form S-3 that would allow us to continuously incorporate by reference our SEC reports into the registration statement, or to use “shelf” registration statements to conduct offerings, until approximately one year from the date we regained (and maintain) status as a current filer. Until such time, if we determine to pursue an offering, we would be required to conduct the offering on an exempt basis, such as in accordance with Rule 144A, or file a registration statement on Form S-1. Using a Form S-1 registration statement for a public offering would likely take significantly longer than using a registration statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our liquidity, ability to raise capital or complete acquisitions in a timely manner. The use of Form S-1 would also prevent us from conducting offerings on a “shelf basis,” limiting our flexibility as to the terms, timing or manner of any such offering.
Quikshft
2 semanas hace
From the 8K;
"Under the terms of the Agreement, the Company is permitted to conduct multiple closings for the sale of the Series D Preferred Stock. Following the initial closing, which occurred on November 6, 2024, the Company conducted a subsequent closing on November 13, 2024, and December 1, 2024 (the “Subsequent Closings”) and may conduct additional closings until the termination of the offering. The offering of the Series D Preferred Shares is expected to remain open until March 31, 2025, subject to an extension of up to 45 days at the Company’s discretion. In total, no more than 150,000 shares of Series D Preferred Stock will be sold across the initial and any subsequent closings. The information provide herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company".
So it is obvious what they CAN do, but it is not what they said they'd do. The first subscription did not exhaust the 150,000 supply of D shares, so of course they can do another closing until the 150,000 are gone. That is not what happened. Fast and loose, just like the C shares.
"A1 search comments which i posted the complete responce in my previous post . [b
]If the Series D sale occurred close to the 10Q filing deadline, it could require additional time to gather the necessary information and prepare the disclosure, leading to a potential delay".
D Preferred shares were not sold until December. The quarter ended in September. When the D Shares were sold, the 10Q was already TWO WEEKS LATE. You can't hold up a 10Q because there are some new developments beyond the filing deadline that will require reporting. Put them in the next quarters report. My bet - when the third quarter 10Q is filed, it will not mention the D shares at all.
iamthe walrus
2 semanas hace
They are allowed to surpass the 150,000 series D amount as they have done just that . Its allowed through agreements to sell more shares . Thats not unusual . The Initial sale of the D shares took place Nov 6th and before the deadline to file that quarterly
Under the terms of the Agreement, the Company is permitted to conduct multiple closings for the sale of the Series D Preferred Stock. Following the initial closing, which occurred on November 6, 2024, the Company conducted a subsequent closing on November 13, 2024 (the “Subsequent Closing”) and may conduct additional closings until the termination of the offering.
report AS 2801: Subsequent Events
https://pcaobus.org/oversight/standards/auditing-standards/details/AS2801
10Qs have to list Subsequent Events which are as we have seen in 10q filings are encluded in the 10q filings after the , in this case Sept 30th end of quarter date . The Series D share sells changed the ability of the company to file the 10Q by the deadline as im understanding this . It is very clear now . We will just have to wait and see when they get all these tranactions done .
A1 search comments which i posted the complete responce in my previous post . [b
]If the Series D sale occurred close to the 10Q filing deadline, it could require additional time to gather the necessary information and prepare the disclosure, leading to a potential delay.
AS 2801: Subsequent Events
Amendments: Amending releases and related SEC approval orders
Summary Table of ContentsExpand Content
.01 An independent auditor's report ordinarily is issued in connection with historical financial statements that purport to present financial position at a stated date and results of operations and cash flows for a period ended on that date. However, events or transactions sometimes occur subsequent to the balance-sheet date, but prior to the issuance of the financial statements, that have a material effect on the financial statements and therefore require adjustment or disclosure in the statements. These occurrences hereinafter are referred to as "subsequent events."
Note: When performing an integrated audit of financial statements and internal control over financial reporting, refer to paragraphs .93-.97 ofAS 2201, An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements, which provide direction with respect to subsequent events in an audit of internal control over financial reporting.
.02 Two types of subsequent events require consideration by management and evaluation by the independent auditor.
.03 The first type consists of those events that provide additional evidence with respect to conditions that existed at the date of the balance sheet and affect the estimates inherent in the process of preparing financial statements. All information that becomes available prior to the issuance of the financial statements should be used by management in its evaluation of the conditions on which the estimates were based. The financial statements should be adjusted for any changes in estimates resulting from the use of such evidence.
.04 Identifying events that require adjustment of the financial statements under the criteria stated above calls for the exercise of judgment and knowledge of the facts and circumstances. For example, a loss on an uncollectible trade account receivable as a result of a customer's deteriorating financial condition leading to bankruptcy subsequent to the balance-sheet date would be indicative of conditions existing at the balance-sheet date, thereby calling for adjustment of the financial statements before their issuance. On the other hand, a similar loss resulting from a customer's major casualty such as a fire or flood subsequent to the balance-sheet date would not be indicative of conditions existing at the balance-sheet date and adjustment of the financial statements would not be appropriate. The settlement of litigation for an amount different from the liability recorded in the accounts would require adjustment of the financial statements if the events, such as personal injury or patent infringement, that gave rise to the litigation had taken place prior to the balance-sheet date.
.05 The second type consists of those events that provide evidence with respect to conditions that did not exist at the date of the balance sheet being reported on but arose subsequent to that date. These events should not result in adjustment of the financial statements.1 Some of these events, however, may be of such a nature that disclosure of them is required to keep the financial statements from being misleading. Occasionally such an event may be so significant that disclosure can best be made by supplementing the historical financial statements with pro forma financial data giving effect to the event as if it had occurred on the date of the balance sheet. It may be desirable to present pro forma statements, usually a balance sheet only, in columnar form on the face of the historical statements.
.06 Examples of events of the second type that require disclosure to the financial statements (but should not result in adjustment) are:
Sale of a bond or capital stock issue.
Purchase of a business.
Settlement of litigation when the event giving rise to the claim took place subsequent to the balance-sheet date.
Loss of plant or inventories as a result of fire or flood.
Losses on receivables resulting from conditions (such as a customer's major casualty) arising subsequent to the balance-sheet date.
.07 Subsequent events affecting the realization of assets such as receivables and inventories or the settlement of estimated liabilities ordinarily will require adjustment of the financial statements (see paragraph .03) because such events typically represent the culmination of conditions that existed over a relatively long period of time. Subsequent events such as changes in the quoted market prices of securities ordinarily should not result in adjustment of the financial statements (see paragraph .05) because such changes typically reflect a concurrent evaluation of new conditions.
.08 When financial statements are reissued, for example, in reports filed with the Securities and Exchange Commission or other regulatory agencies, events that require disclosure in the reissued financial statements to keep them from being misleading may have occurred subsequent to the original issuance of the financial statements. Events occurring between the time of original issuance and reissuance of financial statements should not result in adjustment of the financial statements2 unless the adjustment meets the criteria for the correction of an error or the criteria for prior period adjustments set forth in Opinions of the Accounting Principles Board.* Similarly, financial statements reissued in comparative form with financial statements of subsequent periods should not be adjusted for events occurring subsequent to the original issuance unless the adjustment meets the criteria stated above.
.09 Occasionally, a subsequent event of the second type has such a material impact on the entity that the auditor may wish to include in his report an emphasis paragraph directing the reader's attention to the event and its effects. (See paragraph .19 of AS 3101, The Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion.)
Auditing Procedures in the Subsequent Period
.10 There is a period after the balance-sheet date with which the auditor must be concerned in completing various phases of his audit. This period is known as the "subsequent period" and is considered to extend to the date of the auditor's report. Its duration will depend upon the practical requirements of each audit and may vary from a relatively short period to one of several months. Also, all auditing procedures are not carried out at the same time and some phases of an audit will be performed during the subsequent period, whereas other phases will be substantially completed on or before the balance-sheet date. As an audit approaches completion, the auditor will be concentrating on the unresolved auditing and reporting matters and he is not expected to be conducting a continuing review of those matters to which he has previously applied auditing procedures and reached satisfaction.
.11 Certain specific procedures are applied to transactions occurring after the balance-sheet date such as (a) the examination of data to assure that proper cutoffs have been made and (b) the examination of data which provide information to aid the auditor in his evaluation of the assets and liabilities as of the balance-sheet date.
.12 In addition, the independent auditor should perform other auditing procedures with respect to the period after the balance-sheet date for the purpose of ascertaining the occurrence of subsequent events that may require adjustment or disclosure essential to a fair presentation of the financial statements in conformity with generally accepted accounting principles. These procedures should be performed at or near the date of the auditor's report. The auditor generally should:
Read the latest available interim financial statements; compare them with the financial statements being reported upon; and make any other comparisons considered appropriate in the circumstances. In order to make these procedures as meaningful as possible for the purpose expressed above, the auditor should inquire of officers and other executives having responsibility for financial and accounting matters as to whether the interim statements have been prepared on the same basis as that used for the statements under audit.
Inquire of and discuss with officers and other executives having responsibility for financial and accounting matters (limited where appropriate to major locations) as to:
Whether any substantial contingent liabilities or commitments existed at the date of the balance sheet being reported on or at the date of inquiry.
Whether there was any significant change in the capital stock, long-term debt, or working capital to the date of inquiry.
The current status of items, in the financial statements being reported on, that were accounted for on the basis of tentative, preliminary, or inconclusive data.
Whether any unusual adjustments had been made during the period from the balance-sheet date to the date of inquiry.
Whether there have been any changes in the company's related parties.
Whether there have been any significant new related party transactions.
Whether the company has entered into any significant unusual transactions.
Read the available minutes of meetings of stockholders, directors, and appropriate committees; as to meetings for which minutes are not available, inquire about matters dealt with at such meetings.
Inquire of client's legal counsel concerning litigation, claims, and assessments. (See AS 2505, Inquiry of a Client's Lawyer Concerning Litigation, Claims, and Assessments.)
Obtain a letter of representations, dated as of the date of the auditor's report, from appropriate officials, generally the chief executive officer, chief financial officer, or others with equivalent positions in the entity, as to whether any events occurred subsequent to the date of the financial statements being reported on by the independent auditor that in the officer's opinion would require adjustment or disclosure in these statements. The auditor may elect to have the client include representations as to significant matters disclosed to the auditor in his performance of the procedures in subparagraphs (a) to (d) above and (f) below. (See AS 2805, Management Representations.)
Make such additional inquiries or perform such procedures as he considers necessary and appropriate to dispose of questions that arise in carrying out the foregoing procedures, inquiries, and discussions.
Footnotes (AS 2801 - Subsequent Events):
1 This paragraph is not intended to preclude giving effect in the balance sheet, with appropriate disclosure, to stock dividends or stock splits or reverse splits consummated after the balance-sheet date but before issuance of the financial statements.
2 However, see paragraph .05 as to the desirability of presenting pro forma financial statements to supplement the historical financial statements in certain circumstances.
* See also Statement of Financial Accounting Standards No. 16, Prior Period Adjustments (AC section A35).
iamthe walrus
2 semanas hace
On November 6, 2024 and on November 13, 2024, The Coretec Group, Inc. (the “Company”) entered into a Subscription Agreement therefore because the sell of the Series D stock started before the 10 Q was to come out before the mid November deadline Nov 15th time frame then this major stock purchase aggrement s , initial and any subsequent closings need to be entered into the quarterly reports
The offering of the Series D Preferred Shares is expected to remain open until March 31, 2025, subject to an extension of up to 45 days at the Company’s discretion.
This could take a while to get the 10Q filed . They have gone over the amount of 150,000 shares of series D stock but that is allowed ( as we can see ) as they would need aggrement by those involved in these transactions . 216,740 Series D sold for 21,754,000 according to filings .
Can remain open until March 31, 2025, but can be extented 45 days so this could take a while to file the 10Q as i am understanding this but if these sells end soon i could be sooner .Thats how im understanding these transactions to work
Item 1.01 Entry Into A Material Definitive Agreement
On November 6, 2024 and on November 13, 2024, The Coretec Group, Inc. (the “Company”) entered into a Subscription Agreement (the “Agreement”) with an accredited investor (the “Purchaser”), pursuant to which Agreement the Company agreed to issue and sell to the Purchaser in a private placement, an aggregate of 73,000 shares of the Company’s newly designated Series D Convertible Preferred Shares (the “Series D Preferred Shares”)
Yes, selling Series D Preferred Stock in initial and subsequent closings can potentially delay a 10Q filing if the company needs to disclose significant information about the stock sale in the filing, including details about the terms, investor agreements, and any material changes to the company's capital structure caused by the issuance.
Key points to consider:
Materiality:
The most important factor is whether the Series D stock sale is considered "material" enough to require disclosure in the 10Q. If the sale significantly impacts the company's financial position or operations, it must be reported.
Disclosure requirements:
The 10Q filing needs to include details like the number of shares sold, the price per share, the terms of the preferred stock (dividend rate, liquidation preference, etc.), and any potential dilution to existing shareholders.
Timing of the sale:
If the Series D sale occurred close to the 10Q filing deadline, it could require additional time to gather the necessary information and prepare the disclosure, leading to a potential delay.
iamthe walrus
2 semanas hace
From the 8 K Nov 14th involving the Series D subscription agreement clearly shows 2 different reasons for the late 10Q filings. " My friend who does ffinancials agrees there are 2 different things holding this up and the Series D stock sells and the recent corporate transactions of acquiring of Kib stock is definilty a challenge to go along with the Share Echange which happened 5 months ago ( NORT RECENT ) tranactions .
However, 1) due to complexities resulting from recent corporate transactions 2) including the share exchange, there is a risk that certain future filings may not be timely. Please refer to the Risk Factors set forth on Schedule I for further information.
" due to complexities resulting from recent corporate transactions " ,(Series D subscription agreement stock sells ) is ONE Corporate transaction that is different than ]including the share exchange . " this is a statement made in a 2 part subject sentence . CRTG has RECENT Transactions now Series D stock sells and the aqiuiring of stock in another company overseas in Korea and Number 2 they reference , and include , ]including the share exchange .
It also makes it very clear that along with the RECENT TRANSACTIONS which obviously are the RECENT transactions which could only be the Series D stock sells and prurchasing of KIB Plug ENERGY stock in Korea which are the most recent Corporate transactions buit its clear that ( including ) share exchange agreement is holding things up as well as stated clearly in the 8K
Nov 14, 2024 8-K
“To maintain our “current” reporting status with the SEC, we are required to file our Form 10-Q for the quarter ended September 30, 2024, within the SEC’s prescribed timeline. However, due to complexities arising from the recent share exchange, as well as delays in preparing and consolidating prior annual and quarterly financial statements, there is a risk that we may be unable to file this quarterly report on time”
Other statements in the 8K that has 2 parts 2 parts to this that are holding up the 10Q filings are very clear , 1 ) " due to complexities resulting from recent corporate transactions 2) 2) including the share exchange.
I did have a good friend who handles the financial filing for a billion dollar oil and Gas company look at all of this and he said the Corporate Actions of the Series D sales and the Acquiring of an overseas company stock would have a big impact on his work to file everything needed to satisfy the SEC . Thes are major Corporate changes and there is a lot more involved than we who have no experiance accually doing financials for a company currently involved in a major Corporate restructuring when you a trying to do a 10 Q after just coming off another overseas share exchange agreement . Thats why this clearly states 2 seperate events here.
So when will the purchase of these shares at KIB Plug end thats a good question as it looks like they have raised money that they havnt used yet and still could for Kib stock purchases or they may use it some where else . Dont know .. But you cant overlook the starement that clearly speaks to 2 different things as it does here which i have posted ...
iamthe walrus
2 semanas hace
From the 8 K Nov 14th involving the Series D subscription agreement clearly shows 2 different reasons for the late 10Q filings. " My friend who does ffinancials agrees there are 2 different things holding this up and the Series D stock sells and the recent corporate transactions of acquiring of Kib stock is definilty a challenge to go along with the Share Echange which happened 5 months ago ( NORT RECENT ) tranactions .
However, 1) due to complexities resulting from recent corporate transactions 2) including the share exchange, there is a risk that certain future filings may not be timely. Please refer to the Risk Factors set forth on Schedule I for further information.
" due to complexities resulting from recent corporate transactions " ,(Series D subscription agreement stock sells ) is ONE Corporate transaction that is different than ]including the share exchange . " this is a statement made in a 2 part subject sentence . CRTG has RECENT Transactions now Series D stock sells and the aqiuiring of stock in another company overseas in Korea and Number 2 they reference , and include , ]including the share exchange .
It also makes it very clear that along with the RECENT TRANSACTIONS which obviously are the RECENT transactions which could only be the Series D stock sells and prurchasing of KIB Plug ENERGY stock in Korea which are the most recent Corporate transactions buit its clear that ( including ) share exchange agreement is holding things up as well as stated clearly in the 8K
Nov 14, 2024 8-K
“To maintain our “current” reporting status with the SEC, we are required to file our Form 10-Q for the quarter ended September 30, 2024, within the SEC’s prescribed timeline. However, due to complexities arising from the recent share exchange, as well as delays in preparing and consolidating prior annual and quarterly financial statements, there is a risk that we may be unable to file this quarterly report on time”
Other statements in the 8K that has 2 parts 2 parts to this that are holding up the 10Q filings are very clear , 1 ) " due to complexities resulting from recent corporate transactions 2) 2) including the share exchange.
I did have a good friend who handles the financial filing for a billion dollar oil and Gas company look at all of this and he said the Corporate Actions of the Series D sales and the Acquiring of an overseas company stock would have a big impact on his work to file everything needed to satisfy the SEC . Thes are major Corporate changes and there is a lot more involved than we who have no experiance accually doing financials for a company currently involved in a major Corporate restructuring when you a trying to do a 10 Q after just coming off another overseas share exchange agreement . Thats why this clearly states 2 seperate events here.
So when will the purchase of these shares at KIB Plug end thats a good question as it looks like they have raised money that they havnt used yet and still could for Kib stock purchases or they may use it some where else . Dont know .. But you cant overlook the starement that clearly speaks to 2 different things as it does here which i have posted ...
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