30 June 2014listing compliance notice▼ BadMajor
RESOLUTE ONCOLOGY INC suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 Apr 2014material agreement▼ BadMajor
On March 26, 2014 the company received written notice from Update Pharma that the October 2013 term sheet was terminated. That ends the planned sale of the European operations (Resolute Oncology Limited and GmbH) for Update shares, and no replacement deal is described.
25 Oct 2013material agreement termination● Neutral
This amendment restates the October 15, 2013 change: the new term sheet replaced the September merger terms, and Update Pharma would buy the European operations for 2,500,000 restricted Update shares, subject to due diligence and financing. It says the company would then do business under a new name, to be determined. It gives the original term sheet date as September 9, 2012, which appears inconsistent with the September 2013 date in other filings.
21 Oct 2013material agreement termination● NeutralMajor
On October 15, 2013 the company replaced the September merger term sheet with Update Pharma with a new one: it would assign its European operations (Resolute Oncology Limited and Resolute Oncology GmbH) to Update in an asset purchase for 2,500,000 restricted Update shares. Update would take the name Resolute Oncology Inc. and the company would take a new name. A definitive agreement was due within 45 days, and closing depended on financing.
10 Sept 2013material agreement▼ BadMajor
On September 9, 2013 the company signed a binding term sheet with Update Pharma Inc. for a possible merger in which Update holders would own 70% and existing holders 30%, with existing shareholders reduced by 70%. It was subject to due diligence, cancellation of the Sorby shares, conversion of notes, financing and other conditions, and no definitive agreement had been signed.
21 Aug 2013business combination● NeutralMajor
On May 8, 2013 the company, formerly a mineral exploration shell, bought Resolute Oncology GmbH (Germany) from Oncocorp GmbH for €500,000 in cash payable in installments plus 1,000,000 shares valued at $0.50. It also took an option to buy the German marketing authorization for the cancer drug Paclitaxel OC for €150,000 and signed a supply deal giving Oncocorp 25% of gross profits. The filing says the earlier planned deal with GEN BioPharma was abandoned and $1,434,405 advanced to it was written off as an expense. After the deal there were 41,386,000 shares outstanding. Two of the cash installments had been deferred by verbal agreement.
14 Mar 2013capital raising announcement● Neutral
On March 13, 2013 the company closed a further small private placement of 116,000 shares at $0.50 each, raising $58,000 gross from one non-U.S. person. This continues the February share sale on the same terms.
What it means for a shareholder
116,000 new shares at $0.500 to raise about $58,000. That's 0.309% dilution: every existing holder's slice gets 0.309% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.00535% to 0.00533% of the company. To keep it you'd need 6 more shares - about $3 at the issue price.
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7 Feb 2013capital raising announcement● NeutralMajor
On February 4, 2013 the company closed a private placement of 2,870,000 shares at $0.50 each, raising $1,435,000 gross, from six non-U.S. persons and five U.S. persons. Existing shareholders are diluted by the new shares, and the company has new cash.
What it means for a shareholder
2.9m new shares at $0.500 to raise about $1.4m. That's 7.1% dilution: every existing holder's slice gets 7.1% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.00535% to 0.00497% of the company. To keep it you'd need 153 more shares - about $77 at the issue price.
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4 Jan 2013business combination● Neutral
The company, then called Pequot Resources, Inc., said its board approved on December 21, 2012 a merger with its own wholly owned subsidiary to change its name to Resolute Oncology Inc. The name change was still under review by FINRA, and the company said it would announce completion in another 8-K. This only changes the name, not the business.