bob4uall
2 months ago
That makes the market cap around $500. Price was down 99.83% today, is the percentage I saw, too.
Too bad for that seller of 10,000 shares when no buyers are allowed. I would have paid him at least 10 cents for his 10,000 shares, but he only got 1 cent. I might have even paid a whole dollar. In fact, if an "expert" wants to contact me, the offer still stands.
Edward
2 months ago
I have doubts the merger will ever take place, there is aLways an out.
"The BW Merger Agreement may be terminated at any time prior to the Effective Time by either the Company or Business Warrior if the BW Merger and related transactions are not consummated on or before the seven-month anniversary of the date of the Merger Agreement (the “Termination Date”), provided that the Termination Date shall be automatically extended to the nine-month anniversary of the BW Merger Agreement if the conditions to closing, other than receipt of the Company Stockholder Approval and Business Warrior Stockholder Approval, effectiveness of the Registration Statement and that the Company Exchange Agreements and Business Warrior Exchange Agreements are in full force and effect, have been satisfied.
The BW Merger Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons (i) by mutual written consent of the Company and Business Warrior, (ii) by written notice by either the Company or Business Warrior if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the BW Merger, and such order or other action has become final and non-appealable, (iii) by written notice by Business Warrior of the Company’s or Merger Sub’s uncured breach of a representation, warranty, or covenant contained in the BW Merger Agreement that would cause the related condition to closing to not be satisfied, (iv) by written notice by the Company of Business Warrior’s uncured breach of a representation, warranty, or covenant contained in the BW Merger Agreement that would cause the related Closing condition to not be satisfied or a material breach of a Business Warrior Voting and Support Agreement (as defined below), (v) by either the Company or Business Warrior if Business Warrior holds its stockholder meeting to approve the BW Merger Agreement and the BW Merger, and Business Warrior Stockholder Approval is not obtained, (vi) by the Company if Business Warrior’s board of directors has failed to recommend or shall have withdrawn, amended or modified in any respect materially adverse to the Company its recommendation of the BW Merger Agreement or shall have recommended another proposal for an Alternative Transaction or accepted a Superior Proposal (as defined in the BW Merger Agreement) and (vii) by Business Warrior if, prior to receipt of Business Warrior Stockholder Approval, Business Warrior accepts a Superior Proposal, subject to the terms and conditions of the BW Merger Agreement."
bob4uall
2 months ago
On second thought, you may have been referring to IPSI shareholders, while I was focusing on BZWR shareholders. I don't know what IPSI shareholders may think about the merger, but they may indeed want the latest audited BZWR figures to make a decision. Perhaps, with the new auditors, BZWR can get the year closed by around Thanksgiving. You had a good point that I didn't see at first.
Edward
2 months ago
A miracle!!!
Rhett Doolittle
@RhettDoo
We posted our Q1 financials at $BZWR today. On our path to getting back into full compliance & complete this merger with $IPSI.
2:38 PM · Aug 30, 2024
·
A couple of new lawsuits Though:( the 1st one may have been
known before, not sure)
On January 26, 2024, Business Warrior Corporation was named in a lawsuit filed by Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC, and derivatively on behalf of Business Warrior, alleging various causes of action related to the Company’s prior disclosed agreements with EVRGRN and ELEV8. The resolution of this dispute may influence the contingent liability recorded with EVRGRN. The Company believes that the lawsuit is without merit and is vigorously defending it. The Company is also contemplating filing a counterclaim in this matter.
American Express Travel Relates Services Company, Inc. vs. Business Warrior Corporation, Index No: 651767/2024, Supreme Cour of the State of New York.
On April 5, 2024, American Express Travel Related Services Company, Inc. filed a lawsuit against Business Warrior Corporation for breach of a commercial credit agreement seeking judgment for the sum of $72,186.52 plus legal fees. Business Warrior Corporation is working to settle this case.
Maxinvestor89
3 months ago
Unfortunately, the IPSI Definitive Agreement doesn't mention the requirement to fill anything beyond what has already been filled by BZWR in 2022-2023
It doesn't mention the need for BZWR to become Pink Current or even Pink Limited.
I highly doubt the price while in EM will be used for establishing the merger consideration
I could see it be the average trading price in the 20-30 days preceding the moment BZWR went to the Expert Market
The Preferred A converts into 15.50% of BZWR Total shares outstanding
The Preferred B, it gets much more complicated to determine, but... It's supposed to be 80% of avg 20 days prior to conversion (but usually, price while in EM, can't be used for something like that)
Personally, I used 0.0035$ x 0.80 = 0.0028$
Screw that... As of December 31 2023, there is no Preferred B outstanding according to BZWR 10-K (IPSI 8-k confused me, because they used the capitalization of BZWR, prior to 2023...)
Preferred C:
50K outstanding
VERY WEIRD conversion term...
"The original issuance price divided by the average closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding the date upon which the Notice of Conversion is delivered to the Company. However, in no case shall the Series C Conversion price multiplied by the total number of shares of common stock issued and outstanding be less than $30,000,000; nor shall the Series C Conversion Price multiplied by the total number of shares of common stock issued and outstanding be more than Fifty Million Dollars ($50,000,000). In such case, the Series C Conversion Price shall be adjusted so that the Series C Preferred Conversion Price per share multiplied by the number of shares of common stock then issued and outstanding shall be $50,000,000."
minimum 30m$/Shares outstanding prior to conversion
https://www.otcmarkets.com/filing/html?id=17376571&guid=nBO-kFOBnUo6B3h
But these Preferred C are currently being contested in court
"There are 50,000 Series C Preferred Shares authorized and 50,000 Series C Preferred Shares issued and outstanding. These shares were issued in conjunction with the FluidFi transaction and as part of the Company’s lawsuit against Timothy Li, is seeking the return of these shares. See Item 3 Legal Proceedings"
https://www.pacermonitor.com/public/case/46960456/Business_Warrior_Corporation_v_Timothy_Li_et_al
The Case had some recent Developpement, but no definitive conclusion, for any side, as of now.
84.36m warrants exercisable at ~0.0125$
3.75m Stock Option exercisable at 0.02$
bob4uall
3 months ago
Nothing to do, the shares should convert automatically in your account, in my opinion.
If the Experts have the price right .0006 in consideration of the anticipated merger, then 1,000 BZWR is now worth 60 cents. So, you might be awarded 2 or 3 IPSI shares for each 1,000 BZWR shares that you have.
Now, it is possible that these Experts have vastly underpriced these shares since realistically, there are NO BUYERS ALLOWED unless you are a big money guy who would never consider plays like this, (or a Canadian, ha ha ha).
If so, who knows, maybe you would get more than 10 shares of IPSI for each 1,000 shares of BZWR.
bob4uall
3 months ago
How will it play out? I guess we should expect a notice to the stockholders for a vote soon. Most due diligence should be done by now, between the February Letter of Intent and the July Agreement. But the audit is still due and are the creditors all lined up?
Big questions remain. Will IPSI issue new shares to cover the 45 % allowed to BZWR. If so, that should cut IPSI’s share price in half.
And, how many common shares will BZWR have outstanding at closing? Will each BZWR preferred share get just one BZWR common share? Or will they get 10 or 100 for each share? We will see how piggy things get. Pretty soon, I suppose.
But, Rhett deserves credit for surviving and at least taking the common share holders along with him. Many times they get dumped in a restructure. And, who knows, the combined new outfit may prosper and grow. The payments software release could be the next big thing.
Renegades17
3 months ago
I know next to nothing about BZWR, but have held some IPSI for a while. I wouldn't draw the conclusion that BZWR is exempt from filing the missing quarterlies. First, the 8-k for the merger hasn't been filed yet. It's quite likely, if the IPSI team is smart, that a condition requiring BZWR become current on filings is included in the agreement. This is standard for most M&A deals. Moreover, the convert holders in BZWR are likely demanding it as well. Second, BZWR management shouldn't proceed under the assumption that the deal is 100% done. Consequently, they should want to become current to restore proper trading (of course, this is the OTC). I believe a key factor motivating this deal has been the convert holders and the desire to simplify the capital structures of both companies.
The IPSI payment JV is the game changer here. It's behind schedule (to put it mildly), but that's the catalyst to get the market cap much higher. The IPSI CEO also has options that strike at $4.50/share, so he has a lot of incentive to get the stock price higher. At his age, this is his last rodeo so he needs to make this work.
Edward
3 months ago
It will be interesting to see if BZWR actually files like they claim and if they do
BZWR has no reason to file anymore, it is irrelevent unless for some reason the deal falls through.
They must have financials, because i find it hard to believe a company would (IPSI) would go through with a merger without knowing what BZWR's liabilities are since they will inherit those liabilites. No financials for the 1st and 2nd quarters this late, seems strange for this size company.
True IPSI needs the technology, but how were sales at BZWR going, the public does not know.
This is a review from an employee for BZWR:
Jan 4, 2024
Cons
unknown financial situation
The purchasing co.(IPSI) is a company with a horrendous Balance Sheet (see otcmarkets.com), and also BZWR, however better than IPSI.
All that is going to come out of this is a much bigger company with an horrendous Balance Sheet on a Consolidated basis.
I do not trust Rhett (CEO). Why did they hire a new CPA firm and dropped by the previous CPA firm, and indicate the financials along with the 3r QTR. be on time(a rhetorical question).
On June 24,2024 from the CEO.
"We’re pressing forward to complete our Q1 & Q2 filings and get back on OTC Pink. Pushing hard to file Q3 on time too! $BZWR"
I believe BZWR knew they will merge . Never did he give any indication they were interested in the deal. They mentioned the offer once quite a while ago, but in general terms.
I believe they were just stalling and stalling until they worked out the deal. Regardless whether they are in the expert market. Rhett could have given some updates (more than the cheerleading type) if he cared about shareholders. Rhett is all about himself and family . The 1A shares were for family of friends i believe he once said.
Just my opinion. when the IPSI shares are recieved (if so) sell the shares. To me both CEO's are two of a kind.
PennyStockTrader2
3 months ago
IPSI needs an operating business ultimately to move to a higher exchange, and BZWR may be a good fit, though we have no recent filings to tell us how well they are doing thru this last year. Keep in mind theres plenty of due diligence that still would need to be done, so we're a ways away from anything happening. It will be interesting to see if BZWR actually files like they claim and if they do, what the share price will start trading at, theres no way to really know.