Past year: ▼ 70%(0.30c – 2.11c USD)
Each one in plain English, with the numbers worked through for a shareholder.
6 Feb 2017material agreement● Neutral
On January 31, 2017 Bio-AMD again amended the MIDS Medical Limited agreement, moving the remaining Phase 1 Payments to $130,000 by March 15, $152,500 by April 15 and $75,000 by May 15, 2017; the $650,000 total is unchanged. The filing says MML has a surplus of development cash and no immediate need for more funding, filed a patent application on January 18, 2017 for a new 'Magnetic Bridge' detection method, and can draw payments early on 14 days' notice.
9 Dec 2016material agreement● Neutral
On December 6, 2016 Bio-AMD amended its agreement (dated June 20, 2016, amended September 29, 2016) for its joint venture MIDS Medical Limited, whose partner is to pay MML $650,000 in total in 'Phase 1 Payments'. Because extra design and testing work outside the original plan is under way and some planned work was deferred, the remaining payments were pushed back: $22,500 within 10 days, $152,500 by Jan 31, $130,000 by 'February 31' (as written in the filing) and $75,000 by March 31, 2017. The total stays at $650,000. This is a new venture after the Sysmex path ended in April 2016; the filing does not name the partner.
22 Apr 2016auditor change● Neutral
On April 20, 2016 Bio-AMD dismissed its auditor RBSM LLP, which it had used since 2009, and hired Saturna Group Chartered Professional Accountants LLP of Vancouver. The filing says the board made the change to reduce costs; RBSM reported no disagreements, and its reports for 2014 and 2015 carried going-concern doubt.
14 Apr 2016resource reserve update▼ BadMajor
On April 12, 2016 Sysmex told Bio-AMD Ltd. by phone that it would not proceed with the study, despite earlier calls on April 8 and 11 describing it as a top priority; the company says it believes the study was successfully completed and is awaiting written confirmation. This ends the Sysmex path from December 2014. The company says it will now try to find another partner for its COAG technology, citing earlier expressions of interest from more than one party, with no assurance of success.
19 Dec 2014material agreement▲ GoodMajor
On December 17, 2014 the majority-owned subsidiary Bio Alternative Medical Devices Ltd. signed a Master Agreement with Sysmex Corporation to jointly run a feasibility study of a point-of-care reader with test strips for PT-INR (blood clotting) tests. Sysmex will own the intellectual property and reimburse costs, with an advance of £642,067 (about $1,000,000) on signing; the agreement runs up to 27 months. The filing says there is no assurance that a manufacturing or license agreement or commercial sales will follow.
20 Apr 2011business combination● Neutral
On April 15, 2011 the company changed its name from Flex Fuels Energy, Inc. to Bio-AMD, Inc. through a merger with a newly formed wholly owned subsidiary, done solely to effect the name change. Shareholders become shareholders of the renamed company, and the stated reason is to reflect its core business area. The ticker 'FXFL' stays until FINRA assigns a new one.
29 July 2010material agreement● Neutral
On July 23, 2010 the company paid £500,000 (about US$750,000) for preference shares in its subsidiary WDX, which on a sale, liquidation or listing pay three times the subscription price after loan repayment, and it consolidated its £600,000 of WDX loans. WDX also issued 14,061 incentive shares to four directors including CFO Robert Galvin, cutting the company's ownership from about 93% to about 77.54% (75% if the remaining 2,839 are issued). This continues the WDX investment, with the company's stake diluted for management incentives.
11 Mar 2010asset acquisition disposition● Neutral
On March 8, 2010 the company lent another £150,000 (about US$224,055) to WDX and exercised call options for a nominal payment of about $500 for an extra 10% equity after WDX missed performance criteria in the May 2009 agreement. Its WDX stake rose to 93%, the maximum under the deal, and this was its final investment contemplated by the May 2009 agreement. This completes the WDX option thread opened in May 2009.
3 Mar 2010material agreement● NeutralMajor
On February 25, 2010 the company bought a 63% stake in Bio AMD Holdings Limited, a UK development-stage point-of-care diagnostics company, for £865,000 (about US$1.29 million). The other 37% is held equally by Dr. Nasser Djennati, Dr. Andrew Mitchell and Robert Galvin, who is also the company's CFO and director. The company expects its first product, a digital strip reader, to reach market in early to mid 2011 and positive cash flow by mid 2012, with no assurance. This is a new business direction alongside WDX; the filing does not address the biodiesel plans.
1 Dec 2009asset acquisition disposition● Neutral
On November 20, 2009 the company lent a further £150,000 (about US$249,840) to WDX Organisation Limited, raising its equity position in WDX from 68.33% to 75.66%. This continues the build-up of the WDX investment under the May 1, 2009 agreement.
18 Nov 2009financial restatement● Neutral
On November 16, 2009 the company said its financial statements for the quarter ended September 30, 2008 should no longer be relied on, because $1,494,710 of currency translation adjustments was wrongly charged to expense instead of being shown in other comprehensive income. Restated nine-month net loss is $2,981,185 versus $4,475,895 reported; there is no effect on cash. The filing says this is the only period affected and the error was made by prior management. This is a separate matter from the earlier 2006/2007 restatement thread.
28 Oct 2009capital raising announcement● Neutral
Effective October 22, 2009 the company issued 10,100,000 warrants (seven-year, $0.07 exercise price) to management and a key employee, including 5,800,000 to Thomas Barr, 2,000,000 to Robert Galvin and 2,000,000 to David Miller. 5,200,000 vest over time through 2011, and 4,900,000 vest only if the average share price reaches $0.45 (half) or $1.00 (half) over twenty trading days by October 21, 2012; all vest on a change in control. If exercised, these would add shares and dilute existing holders.
13 Oct 2009material agreement▲ Good
On October 9, 2009 the company bought and retired 7,865,341 of its own shares for about $62,923 ($0.008 per share) from a trust holding shares beneficially owned by Gordon Ewart, a founding shareholder of Flex Fuels Energy Limited. The last market price was $0.05. This continues the May 2009 buyback of founders' shares, with the same stated aim of preserving share value and the same HMRC tax indemnity, and mutual releases were also signed with the seller.
27 May 2009material agreement▲ Good
On May 21, 2009 the company agreed to buy back 16,989,136 of its own shares from Iestyn Morgan, Gillian Penton and Mark Paulson (founding shareholders of Flex Fuels Energy Limited, or a founder's wife) at $0.008 per share, about $135,913 in total, with closing set for June 5, 2009. The shares were to be retired, which reduces the shares outstanding. The price is a big discount to the last market price of $0.04, and the company says the aim is to preserve share value. It also agrees to cover certain UK capital gains tax claims from HMRC on the sellers.
7 May 2009material agreement● NeutralMajor
On May 1, 2009 the company signed agreements with WDX Organisation Limited, a UK developer of currency-risk technology with no revenue so far. An initial loan of £150,000 gave the company 51% of WDX, and it has an option to lend up to £450,000 more for a total stake of up to 73%. This is a new direction away from the biodiesel business, and the filing does not say what happens to the biodiesel plans.
20 Jan 2009auditor change▼ BadMajor
On January 13, 2009 the company dismissed BDO Stoy Hayward and hired RBSM LLP for 2008. BDO's 2006 and 2007 reports carried a going-concern warning about meeting cash requirements. The filing also discloses that in October 2008 BDO wrote that board unrest could impair oversight and recommended an audit committee, which the board is now considering. Thomas Barr, who joined the board in 2006, signs as CEO.
9 Oct 2007material agreement● Neutral
On September 28, 2007 the Flex Fuels subsidiary signed an Early Works Agreement with Lurgi Aktiengesellschaft, priced at about $500,000. Lurgi will do the design and cost estimates needed for a fixed-price construction contract for a seed press/solvent extraction plant and biodiesel refinery. It is a preparatory step on the plan to build biodiesel facilities, not a construction contract.
14 Sept 2007asset acquisition disposition● Neutral
This amended filing only carries an exhibit: a report dated 24 August 2007 on the value of intangible assets relating to the Flex Fuels Energy Limited acquisition. The text provided gives no figures or conclusions from it.
6 Aug 2007capital raising announcement● NeutralMajor
The company, now named Flex Fuels Energy, Inc., closed a further private placement on July 31, 2007: 4,871,838 shares at $0.90 for gross proceeds of $4,384,653.80, with another 81,667 shares ($73,500) conditionally sold. This adds to the share count after the May deal. The filing also confirms the name change from Malibu Minerals, effective July 6, 2007, and a new ticker, FXFL.OB. It commits the company to register the shares, with liquidated damages if it is late.
What it means for a shareholder
4.9m new shares at $0.900 to raise about $4.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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16 July 2007financial restatement▼ BadMajor
On July 13, 2007 management concluded the 2006 annual and March 2007 quarterly financial statements should no longer be relied on, because of unrecorded liabilities and legal costs that were wrongly expensed. The 2006 net loss was restated from $60,905 to $33,024, and the March 2007 quarter loss from $40,986 to $74,436. Amended reports were expected in August 2007.
3 July 2007auditor change● Neutral
On June 29, 2007 the company dismissed its auditor Moore & Associates and hired BDO Stoy Hayward LLP. The filing says there were no disagreements, and Moore's reports for 2005 and 2006 carried only a going-concern warning.
5 June 2007asset acquisition disposition● NeutralMajor
The Flex Fuels acquisition closed on May 29, 2007: the company issued 24,854,477 shares for the remaining 85%, and Flex Fuels became a wholly owned subsidiary, leaving 64,454,494 shares outstanding. It also raised $14,924,359.50 selling 16,582,621 shares at $0.90, provided $11,800,000 to Flex Fuels, and added Paul Gothard and Gordon Alan Ewart to the board. This completes the deal announced in January and is a major change from the original gold-claim business. A five-for-one stock dividend was paid to holders of record on May 21, 2007.
5 Jan 2007capital raising announcement● NeutralMajor
Bio-AMD Inc., then called Malibu Minerals, signed a deal on December 29, 2006 to buy Flex Fuels Energy Limited, a developmental-stage UK biodiesel company. It paid $1,500,000 for 15% now and agreed to buy the other 85% for 24,854,479 new shares, subject to conditions including raising at least $11,800,000. The $1,500,000 came from a $1,650,000 sale of 2,357,143 shares at $0.70 to non-U.S. investors. Director Thomas Barr was appointed to the Flex Fuels board.
What it means for a shareholder
2.4m new shares at $0.700 to raise about $1.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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4 Aug 2006listing compliance notice▼ Bad
Bio-AMD Inc. withdrew a registration statement, abandoning the offering it covered.
