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CUV, CLINUVEL PHARMACEUTICALS LIMITED
scipio79
post Posted: Oct 26 2019, 09:40 PM
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I know we are here to discuss CUV, but every now and then someone throws out other investment opportunities, like Avita, which I thank you for as I’m up 100% on that one. Anyway, yesterday, I stumbled across another such opportunity I want to share with you all and get your feedback. The company is Foamix Pharma (FOMX Nasdaq) and just got FDA approval for a topical Minocycline, the only one on market. Many dermatologists are excited about this as they can treat acne effectively and safely without the systemic effects a pill has on the body. (PADerm, what do you think?) Foamix has also submitted an NDA for a topical rosacea treatment and other products in the pipeline where they use their proprietary delivery of topical therapies. https://www.foamix.com/products-pipeline Price targets are at 11 to 30 USD and current price is 2.71 USD. As with CUV, shorters have attacked this stock after approval. FOMX is 62% owned by institutions and mutual funds included several large funds. While they are funded to roll out manufacturing on their own, there are talks that the company is a take over opportunity. They could also control the acne minocycline market and be very profitable in a large and perpetual market as early as next year. As with CUV, FOMX is not heavily diluted, only 61 million shares issued and about 20 million float. Unlike CUV, FOMX is not yet profitable. Some of the large institutions have average buy-ins of around 5 USD. I think this could likely be a 5 bagger+. Thoughts? As a disclaimer, I do not own the stock but will likely buy a decent sized position this coming week.


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LevelHeaded2000
post Posted: Oct 26 2019, 08:26 PM
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Nasdaq listing seems easy and quick. There is almost no reason why it won't be done. The process takes 6 weeks from submission. Here is the detailed listing guide: https://listingcenter.nasdaq.com/assets/initialguide.pdf

Listing fee is $80k to $235,000, so very little compared to the benefit.

Notes About Listing as Relates to Clinuvel
Nasdaq Global Select market are more stringent than Nasdaq Global Market and Nasdaq Capital Market is least stringent. So, in order of exluvisity it is Global Select Market > Global Market > Capital Market. Passing financial / liquidity requirements + board of governance requirements will make listing available.

Financial / liquidity requirements:
  1. Global Select Market - financial / liquidity requirements - Passes
  2. Global Market - financial / liquidity requirements - Passes
  3. Capital Market - financial / liquidity requirements - Passes
Based on this Clinuvel can apply for any of the corresponding markets assuming it can meet the Corporate Governance Requirements.

Governance Requirements:
  1. Distribution of Annual reports - Passes
  2. Independent board - Passes
  3. Audit Committee - Passes - This was established this year it appears. In fact, the established audit committee seems created to exactly fit the Nasdaq listing requirements: https://www.clinuvel.com/wp-content/uploads...ee-CUV-2019.pdf
  4. Compensation of Executives - Passes
  5. Nomination of Directores - Passes
  6. Code of Conduct - Passes
  7. Annual Meeting - Passes
  8. Voting Rights - Unknown but I think passes
The only one that I am not sure about is Voting Rights. I personally think it passes. I do not think the ADR situation affects Nasdaq's view of voting rights. Here is the document with more technical listing of requirements: http://nasdaq.cchwallstreet.com/NASDAQTool...Dequityrules%2F

Searching for "5640" will yield the voting rights section. It appears Nasdaq takes a very flexible view of voting rights. It even has various escape clauses like accepting any voting rights issuance that is legal in a foreign companies home country for non-US companies.

Given ADRs are quite common and may not come with the same voting rights and given ADR issue disappears once Nasdaq listing I cannot imagine that it would be a limiting or unusual factor for Nasdaq. I personally think the ADR voting issue is not something that will raise question with Nasdaq.


My personal: Nasdaq listing is guaranteed and it can happen in as little as 6 weeks!


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LevelHeaded2000
post Posted: Oct 26 2019, 07:43 PM
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In Reply To: johnnytech's post @ Oct 26 2019, 05:25 AM

I think the performance rights implies a Nasdaq listing. The performance rights are designed to maximize shareholder value. The method that is used to do this is up to management.

So, I would say the "Nasdaq listing" performance rights is the same performance rights that gives shares for a market cap of 7.5B. A nasdaq listing is just one of the expansion activities management will pursue to reach said level.



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Frogster
post Posted: Oct 26 2019, 08:53 AM
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In Reply To: FarmaZutical's post @ Oct 26 2019, 06:25 AM

I think there are hints in the AGM papers that in their minds a Nasdaq listing is still very much on the cards, even if it isn't explicitly stated.

There are several peculiar things about the PC1 "recession" clauses, not least the following:

"Only in the case of a recession in the country of the Company's primary market exchange....." It's obvious, isn't it, where the primary market exchange is? It's Australia. If the listing status quo was certain to be maintained for the foreseeable, why write a clause that provides flexibility to move away from the current status if that was not a possibility being considered?

Also

"The Company's growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index......" So, this statement is a s clear as mud. They've mixed absolute performance metrics with relative ones, and provided themselves with a choice of indexes to outperform, one reference priced in A$ and the other in US$. They may have done this to make it even easier to achieve the clause thanks to currency movements, or they may have done this to automatically switch the reference index should the "primary market exchange" change to one where that has a different reference currency. You can take your pick as to which is most likely.

Of course, they could clear this kind of rubbish up very easily if they chose to engage with valid questions and not assume their lawyers and consultants have covered every issue beyond query.


On the issue of questions for management, a couple of points that may be of use to shareholders who cannot physically attend the meeting. In the 2019 Corporate Governance statement where the company states it complies with principle 6.3 it states:


6.3 Comply

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

The Company encourages full participation of shareholders at the AGM to ensure a high level of accountability and discussion of the Company’s strategy and goals. The AGM exists, among other things, to promote shareholder communication by providing shareholders an opportunity to ask questions to Directors at the time of meeting. Directors are expected to make themselves available to meet with shareholders at the AGM. The external audit firm partner in charge of the Company audit is available to answer shareholder questions at the AGM. Shareholders who are unable to attend the AGM or other general meeting may submit questions and comments before the meeting to the Company or the external auditor (in the event of an AGM). Also, shareholders are permitted by the Company to vote online and by other methods prior to the AGM if they are unable to attend.

I can't find any instruction at all in the AGM voting papers as to how shareholders who can't attend should actually submit any questions they may have, but I suppose you could use the submission form on the website. I'm sure those who attend the meeting will report back privately if your questions were asked, and also what the answer was. It's interesting that the principle CUV says it's complying with encourages participation of security holders - not shareholders. I wonder if, from a technical perspective, if CLVLY and UR9 are securities or shares?


Finally, for those questions of how to cast your vote, if IR isn't helping you out much, I note that the final point on the AGM paper is:

h) If you have any queries on how to cast your votes call Darren Keamy on (03) 9660 4900 during business hours.

That might be worth a shot.



--------------------
Dr Wolgen is a magician.
His end game for Scenesse will impress, or even amaze.
En route, along with glimmers of truth, there will be distractions, illusions, sleight of hand and misdirection.
Enjoy the ride.

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waz
post Posted: Oct 26 2019, 07:57 AM
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In Reply To: Johnny H's post @ Oct 26 2019, 07:40 AM

My comments are purely in relation to CUV.AX i.e. as listed and traded in Australia on ASX/Chi-X and bought directly by an overseas holder (and not CLVLY or CLVLF) in response to Farma's post.


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Johnny H
post Posted: Oct 26 2019, 07:40 AM
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In Reply To: waz's post @ Oct 26 2019, 07:24 AM

I called the broker today about CLVLF specifically. They escalated my question all the way to the head of the trading department, and he still didn't know. He forwarded the question to the research department, and they're getting back to me next week.

This situation isn't necessarily complicated, but it is unusual. My platinum relationship representative (or whatever he's called) had never heard of a sponsored ADR that's non-voting (although unsponsored are usually non-voting). As a result, they almost never get calls from clients wanting to convert ADR shares to foreign ordinary shares.

If there is any easy answer as to how to vote CLVLF shares, I'll be sure to post it here so that people know what to tell their brokers.



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Clinuvel until my bowels release for the last time.

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Johnny H
post Posted: Oct 26 2019, 07:26 AM
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In Reply To: FarmaZutical's post @ Oct 26 2019, 06:25 AM

They'd also have to escalate the ADR from Level I to Level II to list on NASDAQ. Also, the ADR shares would get a vote. They do NOT want that. They also don't want to be an SEC reporting company. They've painted themselves into a corner, and would have to come clean about the OTC/cosmetics, and especially the timing of the NDA submission.



--------------------
Clinuvel until my bowels release for the last time.

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waz
post Posted: Oct 26 2019, 07:24 AM
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In Reply To: Johnny H's post @ Oct 26 2019, 12:06 AM

Johnny, it will depend on arrangement with the broker and how the shares are registered. If registered in your name at your address, whether overseas or Australia etc, Computershare should send holding statement by mail. They may have arrangements where they can mail locally in countries other than Australia eg USA but holding statement with SRN should get to the registered holder/address. It may be that a broker could hold overseas shares under their own trust account arrangement, in which case the holding information would be mailed to them. Once an account is set up you should then be able to elect to receive correspondence by e-mail.


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FarmaZutical
post Posted: Oct 26 2019, 06:25 AM
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In Reply To: KRD's post @ Oct 26 2019, 05:25 AM

I agree. But I think it will happen in 3 years. I don’t really think they
want to take the company private, although it would spare
them of having to deal with us. I just don’t see how they could
go to Nasdaq either. They have never liked retail and they want to
still be able to bury stuff. Like what happened to the mysterious
cosmetic like that actually had a launch date and then was delayed
due to supplier issues. That was almost 2 years ago. There might be
a good explanation for them lying, but lying is just a bad concept when
you’re Nasdaq listed.


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KRD
post Posted: Oct 26 2019, 05:25 AM
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In Reply To: FarmaZutical's post @ Oct 26 2019, 04:46 AM

I think the chances management will be open to a buyout from big Pharma in 4 years is higher than taking the company private.


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