Bubae
7時間前
No way should the SEC qualify the free trading shares of that offering after what they have done to convert more than three billion for conversions since October 9th. Millions in reverse merger agreement in that offering to convert. I think the real untold story here is why the SEC hasn't qualified that reg A offering and the company is talking about some alternate deals. They need to either close this deal by paying out the Jambella note for majority ownership or trigger the escape clause Mexedia wrote into the offering.
Telvantis is now a Mexedia holding company and Mexedia owns 75% through the newly created series F shares. Those shares are pledged against default of the Jambella redemption note detailed in the reg A filing. This note represents the previous majority ownership of Raadr. Mexedia is an Italy based company with a share structure of its own that it doesn't want to, or can't practically, use to raise capital. The two Mexedia subsidiaries rolled into Telvantis turned severely cash flow negative according to the Mexedia first half 2024 report. This is why they are attempting access to the U.S. capital market.
As filed with the Securities and Exchange Commission on January 10, 2025
PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR
https://www.sec.gov/Archives/edgar/data/1384365/000139390525000015/rdar_1a.htm
Should we fail to obtain at least $1,500,000 in cash proceeds in this offering prior to the six-month anniversary date of the date of qualification of this offering by the SEC, then our controlling shareholder, Mexedia S.p.A. S.B has the right, but not the obligation, to rescind our acquisitions of Mexedia, Inc., a Florida corporation, and Mexedia, DAC, an Ireland corporation. (See “Risk Factors-Risks Related to a Purchase of Offered Shares”).
Bubae
Re: None
Tuesday, February 18, 2025 9:09:54 AM
Post# 41011 of 41101
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175821901
Mexedia S.p.A below. €124K cash flow positive for the first half of 2023 to €534K cash flow negative the first half of 2024. That is a €658K swing to the negative. YOY Revenue for the first half of 2024 was down 71%. Net profit down 434%, EBITDA negative. The parent company, Mexedia, 52 week stock performance is down 75%. Mexedia's cash flow negative business required elevated borrowing. Take a look at the statement of cash flows below and you will see a new loans line item for the first half of 2024 showing €623K compared to only €13K for 2023.
Bubae
14時間前
"our" CFO Daniel Gilcher... 😆 too much. Yes, the audit headline for the February 6th press release with the statement "...today announced a significant step towards up-listing to a national exchange, such as the Nasdaq or NYSE,..." That triggered a nice sell off so they then in the 11th press release they aren't so sure what they will do but managed to get the "...no plans to pursue a reverse stock split at this time or in the foreseeable future." statement in there. No split needed for up-list in their dream world and no split needed to execute on the reg A offering to pay for this reverse merger deal. Is it not insulting that they think you all will believe what they say at this point. Why has the SEC not approved the reg A yet? Looks like the company has no plan forward without it. The up-list, no split, narrative is just an impractical side show.
March 11 Is significant in that our CFO Daniel Gilcher will be discussing the much needed and awaited SEC approved PCAOB audit that is soon to be released.Bubae
Re: None
Sunday, February 16, 2025 8:03:48 PM
Post# 40937 of 41087
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175818119
The Telvantis CEO on February 11th blew up the NYSE or NASDAQ narrative promoted in the February 6th press release. He posed an example of an alternate path facilitated by a a special purpose acquisition company (SPAC) merger. 🤔So how is that different than the reverse merger they are trying to execute now with Raadr? This deal doesn't get consummated until they pay off the agreements detailed in the regulation A offering so is he signaling that Mexedia may be looking at rescinding the current deal through the exit clauses in the merger agreement? I interpret the alternate path narrative and the statement of no planned reverse split to mean that the SEC will not be qualifying the regulation A offering. Without the ability to sell those free trading shares Mexedia will need to look for funds elsewhere so why continue with this deal. Why did Mexedia choose this heavily indebted company and the expensive buyout agreement of the previous majority ownership in the first place. Was the real intent to complete the reverse merger or simply con OTC retail into converting as much of the debt as possible?