Past year: ▼ 51%(3.35 – 7.21 USD)
Each one in plain English, with the numbers worked through for a shareholder.
11 June 2014security holder rights change● NeutralMajor
On June 11, 2014 the company, now named Sooner Holdings, Inc., filed its Certificate of Dissolution in Delaware under the liquidation plan approved by shareholders on June 3, and closed its stock transfer books, so no further share transfers are recognized. Nasdaq trading had already ended June 6. This carries out the dissolution step planned in the earlier filings; the filing does not state any distribution amount or timing.
9 June 2014listing compliance notice▼ BadMajor
Sooner Holdings, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
6 June 2014listing compliance notice▼ BadMajor
Sooner Holdings, Inc.'s securities were notified for removal from listing and registration on its exchange.
3 June 2014asset acquisition disposition● NeutralMajor
On June 3, 2014 the company completed the sale of substantially all its assets, including its intellectual property and 50% interest in Dynamic Fuels, to REG Synthetic Fuels. REG Synthetic assumed substantially all material liabilities and the company received 3,493,613 REG shares, fewer than the 3,796,000 originally contemplated, which the filing says reflects that no cash was delivered at closing. Shareholders approved the sale (5,985,234 for, 147,119 against), the dissolution plan, the name change to Sooner Holdings, Inc. and the cut in authorized shares. Trading is to end June 6 and a certificate of dissolution is planned for June 11; ex-CEO Edward Roth left for REG and Karen Power became CEO to oversee liquidation. This resolves the pending REG sale and vote; what shareholders will actually receive from the REG shares is not yet stated.
27 May 2014listing compliance notice● NeutralMajor
On May 27, 2014 the company told Nasdaq it intends to voluntarily delist its stock, but only if the REG asset sale closes, after which it would have no ongoing business and plans to close its stock transfer books and dissolve. The sale vote is set for June 3, 2014, with closing planned that day if approved; a Form 25 would be filed June 6, and only holders of record on the Final Record Date (three days after the Form 25) would be eligible for any liquidation distributions. This continues the REG sale and dissolution plan; the outcome is still pending.
15 Apr 2014business combination● NeutralMajor
This is the definitive proxy for a June 3 special meeting to vote on the REG asset sale, the plan of dissolution, a name change to Sooner Holdings, Inc., a cut in authorized shares, and an advisory vote on executive compensation. If all REG shares are distributed with no adjustment, holders would get about 0.3809 REG shares per share, valued at about $4.54 per share at REG's $11.91 close on April 14, 2014. The company warns that unexpected liabilities could force selling REG shares, reducing or eliminating what holders receive. The vote is still pending, so the shareholder outcome is unresolved. This explains the Sooner Holdings name in the company's records.
18 Dec 2013material agreement● NeutralMajor
On December 17, 2013 the company agreed to sell substantially all its assets, including its intellectual property and its 50% stake in Dynamic Fuels, to REG Synthetic Fuels (a Renewable Energy Group subsidiary). It would receive 3,796,000 REG shares (adjusted if cash at closing is under $3.2 million), REG would assume substantially all material liabilities, and it keeps a cash reserve of up to $5.3 million. After closing, and subject to shareholder approval, the company plans to liquidate and dissolve. The sale needs a majority shareholder vote and a $5 million termination fee applies in certain cases. Shareholders are not yet cashed out: approval and closing are still pending.
7 Mar 2013asset acquisition disposition▲ GoodMajor
On March 1, 2013 the company completed the sale of its two-barrel-per-day Tulsa pilot plant to Sasol (USA) Corporation for $5,798,173. Sasol had leased the plant since 2008, and the company will keep providing services to Sasol under a personnel services agreement. This disposes of the Tulsa pilot facility that Sasol had been leasing.
10 Dec 2012listing compliance notice● Neutral
On December 6, 2012 Nasdaq granted the company an additional 180 days, until June 3, 2013, to regain the $1.00 minimum bid price. The extension rests on the company meeting other listing requirements and its written intention to do a reverse stock split if necessary. A split would have to be completed at least ten business days before the deadline. This continues the bid-price problem from June 2012.
2 July 2012material agreement● NeutralMajor
The company, Dynamic Fuels and Tyson settled several issues on the Geismar plant: the company's process guarantee and performance test requirements were waived and a Site License was signed, and warrants for 4,250,000 company shares granted to Tyson in June 2007 were agreed to have vested. The company and Tyson each converted $6.6 million of outstanding invoices into equity of Dynamic Fuels. This moves the Dynamic Fuels thread forward; the filing does not give the dilution effect of the vested warrants beyond the share count.
11 June 2012listing compliance notice▼ BadMajor
On June 8, 2012 Nasdaq sent another deficiency letter for the stock closing below $1.00, giving the company until December 5, 2012 to regain compliance. Shares continue trading on the Nasdaq Capital Market. The filing does not say what happened to the earlier April 30, 2012 deadline, but a fresh 180-day period was granted.
8 Nov 2011listing compliance notice▼ BadMajor
On November 2, 2011 Nasdaq told the company its stock had closed below the $1.00 minimum bid price. It has until April 30, 2012 to regain compliance, and the shares keep trading on the Nasdaq Capital Market meanwhile. Nasdaq says a second 180-day period may be available if the company meets other listing standards and says it would cure by a reverse stock split if needed. This is a new bid-price notice; the earlier 2008 deficiency is in the history.
7 July 2011material agreement● NeutralMajor
On July 6, 2011 the company closed the offering announced June 30: 15,900,000 shares and warrants for 7,950,000 shares at $1.58 per combination. After underwriter commission and expenses it received about $23,575,000. This completes the June 30 deal on the terms already described.
30 June 2011material agreement● NeutralMajor
On June 30, 2011 the company signed an underwriting agreement with JMP Securities to sell 15,900,000 shares plus warrants for 7,950,000 more shares, sold as combinations at $1.58 (the underwriter pays $1.49). Net proceeds are expected to be about $23.6 million. The warrants have a $2.36 exercise price and run to July 6, 2016. This is new equity that dilutes existing holders, and the company agreed not to issue more stock for 60 days without the underwriter's consent.
14 July 2010material agreement● NeutralMajor
On July 14, 2010 the company signed a 24-month agreement under which Energy Opportunity Ltd. is committed, at the company's option, to buy up to $10,000,000 of its stock in draw-downs, priced at the daily average price less a 4% to 6% discount. Each draw-down is capped at the lesser of 2.5% of market capitalization or up to $6.4M, Energy is capped at 4.9% ownership, and Reedland gets a 1.0% placement fee. The shares are registered, so this can dilute shareholders as used; it is a new funding source after the Fletcher settlement.
14 Oct 2009material agreement termination▲ GoodMajor
On October 14, 2009 the company settled with Fletcher over the November 2007 Investment Agreement, which is terminated. Fletcher had refused to close the initial $3M at $1.39 a share; each side had sued, with Fletcher claiming $14 million. Under a new agreement Fletcher bought 1,513,833 shares at about $2.64 (about $4M gross, $3.79M net) plus a warrant on 1,892,291 shares at $3.30 to October 14, 2015. It holds an option to June 30, 2010 to buy 3,027,665 more shares at $2.64 with further warrants, subject to a 4.95% ownership cap.
23 Apr 2009material agreement▲ GoodMajor
This amendment adds the payment figures missing from February: the company is to receive $20 million net of Chinese tax from Sinopec, of which $8 million has been received. Of the remaining $12 million, $6 million has been invoiced for accepted technology documentation and $6 million is due on Sinopec's relocation of the Catoosa equipment to China.
25 Feb 2009material agreement▲ GoodMajor
The company announced definitive agreements with Sinopec Corp. to transfer its Fischer-Tropsch technology: a non-exclusive right to use it for coal, petroleum coke, asphalt and related feedstocks in China, and for coal elsewhere except the Americas, Australia, New Zealand and India. Sinopec will build a pilot plant in China from the Catoosa demonstration facility equipment, and profits from improved technology licensed in China will be shared. A down payment has been received and further 2009 payments depend on delivery milestones; total amounts are not given here.
13 Jan 2009auditor change● Neutral
On January 7, 2009 the company's auditor Tullius Taylor Sartain & Sartain merged with Hogan & Slovacek to form HoganTaylor, LLP, which takes over as auditor subject to audit committee approval. There was no resignation or disagreement. The filing also attaches a Dynamic Fuels press release, whose content is not shown.
23 Oct 2008capital raising announcement● NeutralMajor
On October 21, 2008 the $100,000,000 Dynamic Fuels bonds closed and the company issued Tyson a warrant for up to 8,000,000 shares at $.01 each, expiring in four years, under the June 30 Warrant Agreement. This funds the first Dynamic Fuels plant and dilutes shareholders if exercised; the filing does not say how the letter of credit was split between the company and Tyson.
What it means for a shareholder
8.0m new shares at $0.010 to raise about $80,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
7 July 2008capital raising announcement● NeutralMajor
On June 30, 2008 the company and Tyson agreed that Tyson will provide credit support for any part of the company's 50% share ($50,000,000) of a $100,000,000 letter of credit backing Dynamic Fuels' Louisiana Go-Zone bonds that the company cannot arrange itself. Tyson would get warrants at 0.16 shares per dollar of support, exercisable at $.01 per share, expiring four years from issuance. The company says it is still in talks with third parties for the support; the final amount is set when the bonds are authorized, expected in Q3 2008. This is dilutive to shareholders if used.
4 June 2008listing compliance notice▼ Bad
Sooner Holdings, Inc. withdrew a registration statement, abandoning the offering it covered.
21 May 2008listing compliance notice● NeutralMajor
Sooner Holdings, Inc.'s exchange filed to remove a class of its securities from listing.
21 Apr 2008material agreement▼ BadMajor
The company disclosed that Fletcher has not made the initial $3 million investment under the November 2007 agreement because closing conditions were not met, including that the stock be listed on the Nasdaq Global Market. After the move to the Capital Market, this expected funding has not arrived.
31 Mar 2008listing compliance notice▼ BadMajor
The company's application was approved, and its stock moves from the Nasdaq Global Market to the Nasdaq Capital Market on March 31, 2008, still under SYNM. The $1.00 bid price deadline remains July 30, 2008; if missed, it may get until January 26, 2009 if it meets Capital Market initial criteria, otherwise delisting notice follows, which it could appeal. This follows the earlier deficiency letters.
20 Mar 2008auditor change● Neutral
On March 17, 2008 the company dismissed auditor Grant Thornton and hired Tullius Taylor Sartain & Sartain LLP for fiscal 2008. The filing says there were no disagreements and the reason was cost: fees were about $294,000 for 2007, estimated at $306,000 for 2008 with no change, with the company estimating savings of 30% to 35%.
10 Mar 2008material agreement● Neutral
On March 6, 2008 the company closed the $1,250,000 sale of its corporate offices and lab to Mark Staton, an unrelated party, and is moving its headquarters to leased Tulsa space at market rates. This completes the building sale agreed in January.
3 Mar 2008listing compliance notice▲ GoodMajor
On March 3, 2008 the company received $5,765,894.32 from AEER as full payment of the debt from the January 2007 Nigerian sale, and is withdrawing the winding-up proceedings against AEER and EERNL. This resolves the long-delayed Nigeria collection thread. Separately, on February 28, 2008 Nasdaq said the stock is subject to delisting from the Global Market for missing the $50M market value requirement unless the company requests a hearing; the company plans to request one and, if refused, to ask to move to the Nasdaq Capital Market, where it says its market value exceeds the $35M requirement.
7 Feb 2008listing compliance notice▼ BadMajor
On February 1, 2008 Nasdaq sent a second deficiency letter: the stock closed below the $1.00 minimum bid price. The company has 180 days, until July 30, 2008, to regain compliance by closing at $1.00 or more for 10 consecutive business days; the stock keeps trading meanwhile.
31 Jan 2008listing compliance notice▼ BadMajor
On January 25, 2008 Nasdaq told the company it fails the market value of listed securities requirement and the alternative total assets/revenues test, giving it until February 25, 2008 to regain compliance. The stock keeps trading meanwhile, and the company says its market value exceeded $50,000,000 on January 30, 2008; Nasdaq needs 10 consecutive business days at $50M or more before it will assess compliance.
