Quad M Solutions (MMMM) Risk Analysis
Risk Overview Q3, 2019
Source: the company's latest filing for the period ended Sep 30, 2019, filed Jan 16, 2020
Risk Change Over Time
No filing history is available.
- Share Price & Shareholder Rights - Risk 1We do not have cumulative voting, one person owns super-voting preferred stock and, as a result, can control our Company, which could limit your ability to influence the outcome of shareholder votes.
Our shareholders do not have the right to cumulative votes in the election of our directors. Cumulative voting, in some cases, could allow a minority group to elect at least one director to our board. Because there is no provision for cumulative voting, and as a result of the fact that our CEO and Chairman own the one outstanding share of Series B Preferred Stock that have super-voting rights entitling him to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. Accordingly, our CEO and Chairman, as the holder of the super-voting Series B Preferred Stock, is able to elect all of the members of our board of directors.
- Share Price & Shareholder Rights - Risk 2Because our securities trade on the OTC Market, your ability to sell your shares in the secondary market may be limited.
The shares of our common stock are subject to quotation on the OTC Market. Because our securities currently trade on the OTC, they are subject to the rules promulgated under the Exchange Act, which impose additional sales practice requirements on broker-dealers that sell securities governed by these rules to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual individual income exceeding $200,000 or $300,000 jointly with their spouses). For such transactions, the broker-dealer must determine whether persons that are not established customers or accredited investors qualify under the rule for purchasing such securities and must receive that person's written consent to the transaction prior to sale. Consequently, these rules may adversely affect the ability of purchasers to sell our securities and otherwise affect the trading market in our securities.
Risk Highlights Q3, 2019
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 24
- Share Price & Shareholder Rights - Risk 1Pursuant to the terms of the Equity Purchase Agreement, a large number of shares may be eligible for future sale and may depress our stock price or dilute the value of outstanding shares.
The Company anticipates receiving proceeds from our initial sale of shares to CBP pursuant to the Equity Financing Agreement. The Company may sell shares to CBP at a price equal to 75% of the lesser of (1) the lowest traded price of our Common Stock during the fifteen (15) consecutive trading day period beginning on the date on which we deliver a put notice to CBP (the "Market Price") or (2) the lowest traded price of our Common Stock during the fifteen (15) consecutive trading day period following the Clearing Date of the put notice ("Valuation Price"). To the extent that the shares are sold at a discount of 25% to the fair market value, the use of the equity line could result in the dilution of the value of the outstanding common shares or in the depression of the stock price.
- Share Price & Shareholder Rights - Risk 2We are a smaller reporting company, and any decision on our part to comply only with certain reduced or scaled reporting and disclosure requirements applicable to smaller companies could make our common stock less attractive to investors.
We are a smaller reporting company, and, for as long as we continue to be a smaller reporting company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to "smaller reporting companies," including but not limited to: - not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;- reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and - exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. - any action asserting a breach of fiduciary duty;- any action asserting a claim against us arising under the Idaho general corporation law, our certificate of incorporation, or our bylaws; and - any action asserting a claim against us that is governed by the internal-affairs doctrine.
- Share Price & Shareholder Rights - Risk 3Our Articles of Incorporation contain provisions that discourage a change of control.
Our articles of incorporation contain provisions that could discourage an acquisition or change of control without our board of directors' approval. Our articles of incorporation authorize our board of directors to issue common or preferred stock without shareholder approval. Pursuant to resolutions of the board of directors dated November 5, 2018, authorized and approved the Certificate of Designation for the Series B Preferred Stock entitled to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. On March 21, 2019, the Company's board of directors approved the issuance of the Series B Preferred Stock to Sheldon Karasik and in April 2019, the Series B Super Voting Preferred Stock were transferred and assigned to Pat Dileo, our CEO and Chairman in connection with the change in control transaction.
- Share Price & Shareholder Rights - Risk 4A large number of shares will be eligible for future sale and may depress our stock price.
Our shares that are eligible for future sale, principally as a result of the conversion of outstanding convertible notes, may have an adverse effect on the price of our stock. Sales of substantial amounts of common stock, or a perception that such sales could occur, and the conversion of convertible notes and exercise of options or warrants to purchase shares of common stock at prices that are or may be below the then current market price of the common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.
- Share Price & Shareholder Rights - Risk 5Because our shares are deemed "penny stocks," you may have difficulty selling them in the secondary trading market.
The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as therein defined) less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Additionally, if the equity security is not registered or authorized on a national securities exchange or NASDAQ, the equity security also would constitute a "penny stock." As our common stock falls within the definition of penny stock, the ability of broker/dealers to sell our common stock and the ability of shareholders to sell our common stock in the secondary market would be limited. As a result, the market liquidity for our common stock would be severely and adversely affected. Trading in our common stock may be subject to these or other regulations in the future, which would negatively affect the market for our common stock.
- Share Price & Shareholder Rights - Risk 6We may experience volatility in our stock price, which could negatively affect your investment, and you may not be able to resell your shares at or above the offering or current market prices.
The price of our common stock may vary substantially from time-to-time and the liquidity in our trading market cannot be assured. You may not be able to readily sell shares of our common stock. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including: - quarterly variations in operating results; - changes in financial estimates by securities analysts; - changes in market valuations of other similar companies; - announcements by us or our competitors of new products or of significant technical innovations, contracts, acquisitions, strategic partnerships or joint ventures; - additions or departures of key personnel; - any deviations in net revenue or in losses from levels expected by securities analysts; and - future sales of common stock. In addition, the stock market has experienced volatility that has often been unrelated to the performance of particular companies. These market fluctuations may cause our stock price to fall regardless of our performance.
- Share Price & Shareholder Rights - Risk 7ChangedWe do not have cumulative voting, one person owns super-voting preferred stock and, as a result, can control our Company, which could limit your ability to influence the outcome of shareholder votes.
Our shareholders do not have the right to cumulative votes in the election of our directors. Cumulative voting, in some cases, could allow a minority group to elect at least one director to our board. Because there is no provision for cumulative voting, and as a result of the fact that our CEO and Chairman own the one outstanding share of Series B Preferred Stock that have super-voting rights entitling him to that number of votes equal to 51% of the total number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis. Accordingly, our CEO and Chairman, as the holder of the super-voting Series B Preferred Stock, is able to elect all of the members of our board of directors.
- Share Price & Shareholder Rights - Risk 8ChangedBecause our securities trade on the OTC Market, your ability to sell your shares in the secondary market may be limited.
The shares of our common stock are subject to quotation on the OTC Market. Because our securities currently trade on the OTC, they are subject to the rules promulgated under the Exchange Act, which impose additional sales practice requirements on broker-dealers that sell securities governed by these rules to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual individual income exceeding $200,000 or $300,000 jointly with their spouses). For such transactions, the broker-dealer must determine whether persons that are not established customers or accredited investors qualify under the rule for purchasing such securities and must receive that person's written consent to the transaction prior to sale. Consequently, these rules may adversely affect the ability of purchasers to sell our securities and otherwise affect the trading market in our securities.
- Share Price & Shareholder Rights - Risk 9AddedIf we issue additional shares in the future, it will result in the dilution of our existing stockholders.
Our articles of incorporation authorize the issuance of up to 900,000,000 shares of common stock, par value of $0.001 ("Common Stock"). As of January 13, 2020, we had approximately 70,357,650 shares of Common Stock outstanding, excluding shares reserved for issuance underlying convertible notes. Our Board of Directors may choose to issue some or all of such shares for business acquisition and for funding of operations without stockholder approval. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our company. Our articles of incorporation authorize the issuance of up to 10,000,000 shares of our preferred stock with a par value of $0.10 per share. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders.
- Share Price & Shareholder Rights - Risk 10AddedThe Company, as a reporting company under the Exchange Act, continues to require resources and management's attention to fulfill its obligations under the Exchange Act.
As a reporting company, the Company is subject to the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated by the United States Securities and Exchange Commission ("SEC") thereunder, which entail significant accounting, legal and financial compliance costs at the same time the Company seeks to develop and implement its new business plan involving innovative health insurance and employee benefits programs. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
