Audit Expected to be Completed in July 2017
NEWTOWN, CT–(Jul 11, 2017) – Halitron, Inc. (the “Company,” “Halitron”) (OTC PINK: HAON), a holding company implementing a roll-up of sales, marketing, and manufacturing businesses, today announced that Management is in the final stages of the audit and expects to complete the audit by the end of July. Upon completion, Management intends to file with the Securities and Exchange Commission the delinquent quarterly and annual reports that were required to be filed as a mandatory filer under the Securities and Exchange Act of 1934.
Spinout and Shareholder Dividend
As reported in the February 17th, 2017 press release, the spinout and issuance of a stock dividend to shareholders of Halitron for the sale of two of its brands is still in process. Management expects to announce the details of the transaction, including the final stock dividend ratio, share price, record and payable dates, over the coming weeks. Also to be announced is the stock symbol, and revenue model, upon completion of the transaction.
The $1.5 million target acquisition is still in process. Management has been negotiating the final terms of an Asset Purchase Agreement along with the terms of a financing agreement with a third-party investment firm. Management is forecasting closing the transaction over the coming weeks, and filing disclosure documents with the Securities and Exchange Commission regarding the acquisition and the target company along with the target company’s operating and financial highlights.
Increase in Authorized Shares
The Company has increased its authorized common stock to 6 billion shares. The increase was required by the Section 3(a)10 Fairness Hearing which the details of the transaction were announced and filed through the Form 8-K with the SEC on May 15, 2017. Thus, outlining a contract with Northbridge Financial, Inc. (“Northbridge”), in which the Company was required to maintain a certain level of authorized shares. A portion of the shares were reserved for the transaction and upon close of the contract with Northbridge, the reserved share agreement will be closed out and the shares will be available for corporate use. Northbridge has made 6 of the 8 payments outlined in the Section 3(a)10 Fairness Hearing which represents about 82.8% of the transaction. With 17.2% remaining, or approximately $63,471, Halitron would need to issue approximately 1.3 billion more shares to close out the contract based on a 50% discount from the lowest trading price over the previous 15-day trading window which for this example is $0.0001 ($63,471 / ($0.0001 x 50%) = 1,269,420,000 free trading common shares). Investor relations will provide a press release upon the completion of the Section 3(a)10 process.
Management will continue to adjust its capital structure and utilize its stock as a form of currency to acquire companies and assets, raise capital, and incentify employees and stakeholders to drive shareholder value. Since filing the Form 8-K on May 15, 2017, Management has updated the “Profile” tab at OTC Markets each week with changes to its capital structure, including increases in authorized shares, outstanding shares, and float.
Management, as well as the Board of Directors, has evaluated the possibility of a reverse split to increase the share price of the stock but has elected to defer on any such action for the foreseeable future. The Board of Directors believes that the current business plan is very exciting and the Company has tremendous potential to execute on its many business points to potentially increase the value of its stock price. Currently, with a relatively low market capitalization of $857,791, as of the close of markets on July 7, 2017, Management believes that there is a potential upside from implementing the Company’s current business plan which may result in increased market capitalization. To up list to the OTC QB, the Company must maintain a stock price of $0.01 or higher for 20 consecutive trading days.
Timing of Communication
Management reports filing and disclosures, including financials, to OTC Markets every quarter. Throughout the quarter, press release statements are distributed through national distribution services outlining material events and newsworthy projects. In a few instances, we provide general shareholder updates. The Board is currently reviewing the use of a Company-owned Twitter account to stay in direct contact with its shareholder base. If, and when, the Company elects to utilize an active Twitter account, Management will file a Form 8-K reflecting its intent and how Twitter will be used.
Halitron is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron is not registered with FINRA or SIPC.
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company’s control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.