Private Equity Stock Review, Monday 2/07/2011.
Los Angeles, CA 49..75F Sunny.
Chicago, IL, 20..25F Sunny
Port Jefferson, NY, 27..38F Cloudy. 200+
1. Adding Harris & Harris (TINY) $5.30, to Watch List.
2. Research 2.0 Report out on Viral Genetics (VRAL) $0.043
3. New York Private Equity Forums. Private Equity 2011 Forum.
4. Keating Capital Roadshow.
To subscribe,send a email to:
To contact us send a email to: firstname.lastname@example.org and put
"dear roland" in the subject line.
Private Equity Stock Review
Small world, follow this ricocheting ball -- all occurring in the last 30 days or so.
We've been following Harris & Harris (TINY) $5.30, pretty much forever and for reasons we can't recall -- never felt "moved" to add them to the Watch List. Until last week.
This looks like a great long-term holding and bottom fishers should note, that the shares are trading at the same price as they were in 1984 ! This is something of a publicly traded venture capital fund -- something we've done very well in dating back to 1999.
Fortress Group (FIG) up 196%
Och-Ziff (OZM) up 166%
Rodman & Renshaw up 142%
The Blackstone Group (BX) up 121%
GLG Partners (GLG) up 81% (acquired)
MVC Capital (MVC) up 78%
KKR Financial (KFN) up 64%
Ares Capital (ARCC) up 23%
TINY 1984 Chart:
So our interest starts like this:
We saw a press release in early December that Research 2.0 would be providing coverage for Viral Genetics (VRAL) $0.043, one of our favorite tiny Biotech companies, with big ambitions and an even bigger research and advisory board. This is a big deal, as these type of research houses rarely provide coverage for companies this small.
It made us feel like we're "onto something" and just like everyone else -- we all need a little reassuring and hand holding and a few kind words (as well as a price target ten times over where Viral Genetics is currently trading) when operating on Wall Street.
Then while we were researching Research 2.0, we came across Curis Inc. (CRIS) $2.92, which was recommended by them and we added it to our Biotech Stock Review Watch List -- and it's now up 78% (thank you 2.0).
Then separately, we read that privately held BioVex, which is developing a novel oncolytic vaccine in Phase 3 clinical development (meaning no drug for sale yet) -- was being acquired by Amgen (AMGN) $55, for up to $1 billion.
(..and we wondered if BioVex could develop an interest in the Viral Genetics platform.)
Then we read that Research 2.0 just initiated coverage of Harris & Harris (TINY) $5.30 and in their research note, noted that Harris & Harris is an investor in privately held BioVex (see above) and that Harris & Harris made their initial investment in BioVex Group in September 2007 ! What a coincidence we thought.
(..and we wondered if Harris & Harris could develop an interest in the Viral Genetics technology.)
Then we looked at the Harris & Harris portfolio
H&H Portfolio: http://www.hhvc.com/portfolio.cfm
There we saw H&H also had a stake in Solazyme, a well financed leader in bringing "heterotrophic" algae (grown in the dark) to the market.
(..and we wondered if Solazyme could develop an interest in the Viral Genetics technology-- as well as another reason H&H might take a peak.)
Then separately, we got a email from out friends at Keating Capital stating that their first portfolio company, NeoPhotonics (NPTN) $17 went public. They invested $1 million in Neo's series X preferred in January of 2010, netting them 160,000 shares, or a potential gain of $1.7 million.
(..and no, we did not wonder if NeoPhotonics could develop an interest in Viral Genetics.)
Then we looked at the Keating Portfolio: http://keatingcapital.com/portfolio
There we saw Keating also had a stake in Solazyme, investing $1 million in a series D in August ! Another "what a coincidence."
(..and we wondered if Keating could develop an interest in the Viral Genetics technology.)
Then full circle back to Harris & Harris, we thought -- didn't we see just see H&H also had a stake in NeoPhotonics ! Yes, they did. So that's two major scores in two months and pretty much all we need to know to add them to the Private Equity Stock Review Watch List.
Six years has gone by since the last time Harris & Harris had a company in its portfolio go public and now two in two months. This should bring some investor intention and a detailed study of the rest of the companies in their portfolio. Maybe they own some Groupon ? A little Facebook ? Fisker Auto ? Bloomberg Energy ?
Below is from Research 2.0:
As of September 30, 2009, the company owned 2.8 million shares of Series E Convertible Preferred Stock, nearly 7 million shares of Series G Convertible Preferred Stock and 285,427 warrants for the Series G Convertible Preferred in BioVex.
H&H's last exit was back in November 2005. During that time, the company sold its shares in NeuroMetrix (NURO) following a successful IPO in July 2005. H&H netted $30.2 million on a total investment of $4.4 million.
We view the BioVex exit as a positive catalyst for H&H and expect to see further exits from the portfolio in the next 12-18 months. The next likely opportunity for an exit will be with NeoPhotonics, which is currently doing a road show for an IPO that has filing range price of $9-$11. Our Intrinsic Value (IV) of NeoPhotonics is in the $13-$14 range and we would be surprised to see H&H selling shares below this estimate. That said, the outlook for NeoPhotonics is favorable and we believe H&H will be opportunistic in capitalizing on their investment in the company.
In sum, we believe solid operating performance across the H&H portfolio companies, coupled with an environment of heighted M&A and IPO activity, justifies a more traditional 2x multiple to NAV for H&H stock valuation. Our base case IV estimate for TINY continues to be $12.
FULL REPORT: http://blog.research2zero.com/wp-content/uploads/2011/01/Harris-Harris-Coverage-Report-January-10-3-Win.pdf
2. Research 2.0 Report out on Viral Genetics (VRAL) $0.043.
Truly fantastic report from Research 2.0.
While the Zacks report flowed a little better and had a more cohesive "feel" -- the R2.0 report really delved into the technology (something we rarely do -- as we're more interested in the "parties" involved, meaning management, advisors, partners) and it gives readers a very comfortable feeling that someone who does know technology, took the time and effort to study it and put together a detailed twelve report.
As we look at companies, so do we look at author's of Research background -- meaning "who" wrote it is often more important than what they wrote. As we mentioned before, it's not often you find analyst of this caliber following companies this modestly priced -- very rare. And these are two of the best.
This is "who" wrote it.
Kris Tuttle, Founder & Director of Research
Kris became captivated by microcomputers in 1979 when you still needed to know how to use a soldering iron. He moved into artificial intelligence and expert systems at Carnegie Mellon University in 1981 while getting his undergraduate degree in Computer Science there.
Moving to IBM in 1984 Kris spent the next 9 years there commercializing advanced technologies and applying them to problems in transportation, telecommunications, and finance. After picking up an MBA in Finance from NYU Stern Kris took his technology obsession into the world of business models and markets.
After a a few years at S.G. Warburg (now UBS) he became an equity analyst at SoundView Technology Group where he worked with most of the leading public software and Internet technology companies. Kris subsequently become Director of Research at SoundView and ran a 70+ person research organization with offices in New York, San Francisco and London. Kris also served as the DoR for Adams Harkness (now Canaccord Adams) before starting his own research boutique in April of 2005.
He received his BS in Computer Science from Carnegie Mellon University in 1984, and acquired his MBA from the NYU Stern School in 1992.
Stephen Waite, Partner, Research & Advisory
Steve Waite is a noted institutional investment manager, strategic advisor, and author. A Wall Street professional for over twenty two years, he was a co-founder of a multi-billion dollar investment management firm. Steve has extensive experience in global economic and financial market issues with tenures at Morgan Stanley & Co, The Capital Group, Merrill Lynch, and CSAM/BEA Associates. In addition, he served as the Chief Knowledge Officer of ThelnfoPro, Inc., an independent technology research firm where he currently serves on the Board of Directors.
A former Adjunct Professor of Finance at Quinnipiac University, Steve is the author of the book Quantum Investing and co-author of the book, Boomernomics. His economic and financial research has been published in several books and professional journals including The Wall Street Journal, The Economist, Fortune, Barrons, Business Week and Worth. Stephen has a Masters Degree in Economics from The Pennsylvania State University and is a participant at the Santa Fe Institute.
(We would however be remiss if we didn't admit that author "track records" trump pedigree, professional designations (CFA), and academic achievement -- as some of our best sources for investment ideas, are four years short of a college degree. They just have a knack for it.)
Research 2.0 Report Blog: http://blog.research2zero.com/2011/02/viral-genetics-two-powerful-drug-technology-platforms/
Additional Links to Report:
Research 2.0: http://blog.research2zero.com/wp-content/uploads/2011/02/Viral-Genetics-Coverage-Report-FINAL-January-2-1-11.pdf
Viral Genetics Website: http://www.viralgenetics.com/
Biotech Stock Review Website: http://biotechstockreview.ning.com/
As we recommend the report being read in its entirety, we wont be cutting and pasting favorite "excerpts."
But we can add value to the price target analysis.
While recognizing the difficulty in valuing a development stage Biotech company and admitting that investing in biotechnology companies is not for the faint of heart, according to the report, "...the reason investors put these types of companies in their portfolios is that their potential success can generate very substantial returns."
From the report:
"Our base case IV model values Viral's shares at $0.47. It assumes the company is successful in Phase 1 and 2 clinical trials with its HIV and drug-resistant cancer therapies, and is further able to strike licensing deals with established biopharmaceutical companies to complete clinical testing and take on the market within the next 3-5 years."
"If the company hits a home run the high growth scenario suggests a valuation near $3/share. Conversely, if they fail to achieve success and sustain the company with grants and small licensing deals, the shares are worth what they are trading for at $0.03."
Here is where we can add value.
Recently we were having a conversation with the CEO of a Biotech company whose shares were trading at $1.50 and which is in later stage clinical trials. He was 98% genius scientist and 2% "stock guy."
He had just finished a presentation in front of a group of brokers and investment managers in Chicago. We had a detailed discussion about "risk to reward" after both privately agreeing that "if" what they have works, really works -- the shares could conceivably trade up to $50 or even $60 per share.
His thoughts were that there was a "balanced" risk to reward ratio, with 100% downside but "huge" upside -- which is in opinion, totally wrong given our absolute price targets.
This is our thinking, if you have a $5 stock and the downside is zero and the upside is $10, you have a balanced risk to reward (for now, we'll leave out the "odds" of achieving certain corporate events out of the equation (such as FDA approval) sending it to the pre-determined targets for simplification).
As another example, if you have a $20 stock and a $15 target on the downside and a $25 target on the upside, in our opinion, you have a balanced risk to reward ratio (roughly).
Now, however, if you a $1.50 stock and $1.50 downside (yes even if it is 100%) and a $48.50 upside, no way, no how is this a balanced risk to reward ratio. Not even close.
Let's put this in similar, but "dollar" terms, to shine a brighter light. If you buy 10,000 shares, you have $15,000 downside and $485,000 upside. That's balanced ?
Now there are a lot of other factors involved, like again the odds of getting FDA approval and then doing a detailed examination of the potential revenues and earnings, which will result from getting FDA approval. And then competition, etc., etc. -- but this tutoring is designed to help you better define risk to reward, when dealing with absolute price targets.
Let's give you one more example, to get you on our page.
If the downside of a $1.50 stock is zero and the upside is $2.00, what kind of risk to reward that ? Yeah, horrible. Okay, now you're on our page.
We do have to additionally note if the odds are 99% for FDA approval -- then this is a "decent" risk to reward profile -- with a 33% upside -- which is how we coincidentally look at Vertex (VRTX), right now.
Looking at Vertex highlights how risky buying "almost sure" to get FDA approval stocks can be, because they're ALL downside and minimal upside considering the downside. If Vertex doesn't get FDA approval, look out below. It will be ugly.
So let's go back to Viral Genetics.
Research 2.0 has defined two upside targets, $0.47 assuming success in Phase I and Phase II clinical trials and striking licensing deals. And near $3 per share assuming "blockbuster" development for a key target (HIV/AIDS or cancer) therapy.
Let's just work the math, because this is feeling long winded.
Current price, $0.04. Target price $0.47.
100,000 shares = $4,000. Downside risk, $4,000, upside potential $47,000. For big swinging Richard's 1,000,000 shares = $40,000. Downside risk, $40,000, upside potential $470,000.
Current price, $0.04. Target price $3.00.
100,000 shares = $4,000. Downside risk, $4,000, upside potential $300,000. For big swinging Richard's 1,000,000 shares = $40,000. Downside risk, $40,000, upside potential $3,000,000.
How does that risk to reward sound ?
FINAL NOTE, and this is extremely important...as it relates to "trading" in the stock.
Because of the volatility, Viral Genetics has at times proven to be a very tradeable stock, for those sit in front of a computer all day long and watch every tick up or down. Personally, we check the price on a weekly basis.
In our opinion, there is a danger building as each day passes, where an "early indication" can result in an "early indication" of interest from a major pharma -- which has the potential to rapidly send the shares towards some of the price targets mentioned above. This then is a warning.
This danger builds as each day passes and as they (assuming they do) graduate from one phase of testing to another.
In layman's terms -- as the team of scientist experiment and do research on different dosings and combinations of compounds (some remember which are already approved by the FDA) on different cancers, there is the potential for that OMG moment*, which might sound like this.
Dr. Childs: "OMG, Dr. Newell, Dr. Newell come over here, look at this."
Dr. Newell: "What, what happened."
Dr. Childs: "When we mixed xx with xx, nothing happened. But then when we upped the dosing to xx, look what happens."
Dr. Newell: "OMG, I was right. I knew it. test it again."
Dr. Posada: "This is the third time we tested it. It worked everytime. We did it, Dr. Newell, we did it."
Dr. Newell: "Well test it again anyhow"
Dr. Childs: "Call Jeff Rogers and Kathleen McKee, I want everyone in here."
Of course this is just our overly active imagination at work, but we get the feeling every biotech company which has gone on to successfully bring a treatment or therapy to market, has to have that moment. Ditto for when the big pharma calls or send a certified letter -- like when Amgen called BioVex and said, "Guess what, we want to acquire you guys, how's a billion dollars sound ?"
3. New York Private Equity Forums. Private Equity 2011 Forum.
Private Equity Conference on February 24th, at The Yale Club New York .
The conference starts at 12 Noon with a banquet-style gourmet luncheon, followed by company presentations and a mid-afternoon Keynote Address. Registration begins at 11:00AM on day of the event. Great for guests coming from outside the Metropolitan New York area. The afternoon program, ending at 5:30PM, will provide ample time for effective networking, breakout sessions and one-on-one meetings with the senior management of presenting companies. A gala private reception will immediately follow the day's program. Guests will enjoy first-class networking and Live Jazz along with a great selection of wines and hors d'oeuvres.
Please call or write Bryan Emerson at 713 225 3028,
email@example.com, for qualification criteria and costs.
In order to qualify, the presenting companies are required to substantially meet all of the following criteria:
Large Potential Market: $500 million or more in potential market worldwide.
High Anticipated Growth Rate: Projected annual sales growth of 25% or more.
Experienced Management Team: Key managers who have done it before, especially with similar products or related business.
Sustainable Competitive Advantage: A distinct advantage compared to the competition.
Barriers to Entry: Economic means to discourage or beat competition in the field. e.g., proprietary technology or business method, patent, trade secret, number of years ahead of the competition.
Clear Strategy for Commercialization: A realistic plan to bring product to market.
Scalability: A substantial likelihood that the business can grow exponentially once the product is launched.
Proof of Concept: Ideally, a product or service that clearly fulfills a need, has achieved some level of sales, key strategic partners or solid sales commitments.
Business Model Anchored in Reality: Management has thoroughly assessed its market, product development costs, on-going operating expenses and overall funding requirements.
The conference will feature presentations from up to 16 exceptionally promising new companies with breakout sessions conducted by senior management.
FOR ACCREDITED AND INSTITUTIONAL INVESTORS
Investor On-Site Registration: $1,275 per Attendee
Advance Investor Registration: $975 per Attendee
FOR PRE-QUALIFIED BUSINESS PROFESSIONALS
Business Professional On-Site Registration: $3,500 per Attendee
Advance Business Professional Registration: $2,475 per Attendee
FOR APPROVED NON-PRESENTING ENTREPRENEUR GUESTS
Entrepreneur Registration: $2,475 per Featured Company
(Includes up to 3 management team members)
FOR PRESENTING ENTREPRENEURS
Please call or write Bryan Emerson at 713 225 3028,
firstname.lastname@example.org, for qualification criteria and costs.
4. Keating Capital Roadshow.
By the way, Keating Capital is conducting a "roadshow" for their fund.
Keating Capital is a pool of capital that is fundamental, patient and uniquely dedicated to making pre-IPO investments. This gives investors in Keating Capital the ability to indirectly participate in the final rounds of financing for late stage private companies just before they intend to go public. To the best of their knowledge, Keating Capital is the only fund of its kind in the United States.
Keating Capital, Inc. is a business development company that specializes in making pre-IPO investments in innovative, high growth companies that are committed to and capable of becoming public. Keating Capital provides individual investors with the ability to participate in a unique fund that invests in a company�s late stage, pre-IPO financing round an opportunity that has historically been reserved for institutional investors.
VRAL: *Of course there is also the potential for the negative OMG moment -- where a compounds safety comes in question -- in which case we see the downside target reached.
Keating Capital, Inc. (Keating Capital) is a Maryland corporation that has elected to be regulated as a business development company under the Investment Company Act of 1940. This invitation does not constitute an offer to sell or a solicitation of an offer to buy securities described herein, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Investors are advised to carefully consider the investment objectives, risks and charges and expenses of Keating Capital before investing. This offering may be made only by means of a Prospectus, copies of which may be obtained from Keating Capital. Not a client.
Harris & Harris: This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the Company's current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as subsequent filings, filed with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the Company's business, including but not limited to the risks and uncertainties associated with venture capital investing and other significant factors that could affect the Company's actual results. Except as otherwise required by Federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. The reference to the website www.HHVC.com has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release. Not a client.
Viral Genetics is a corporate research client of Research 2.0. We received compensation in exchange for providing on-going independent research coverage. We maintain our own research process, exercise full editorial control of all published content, and apply the same standards to Viral Genetics as we do to all companies we follow. Research 2.0 employees are governed by fair dealing and client first rules that are similar to compliance rules at broker/dealers and banks. For additional information about our sponsored research program, please visit our sponsored coverage page on the website. For additional information about Research 2.0 disclaimers, disclosures and employee policies please visit our legal page http://blog.research2zero.com/aboutus/legal/
Disclaimer: VRAL: This news release contains forward-looking statements
risks and uncertainties associated with financial projections, budgets,
milestone timelines, clinical development, regulatory approvals, and other
risks described by Viral Genetics, Inc. from time to time in its periodic
reports filed with the SEC. VGV-1 is not approved by the US Food and Drug
Administration or by any comparable regulatory agencies elsewhere in the
world. While Viral Genetics believes that the forward-looking statements
and underlying assumptions contained therein are reasonable, any of the
assumptions could be inaccurate, including, but not limited to, the
ability of Viral Genetics to establish the efficacy of VGV-1 in the
treatment of any disease or health condition, the development of studies
and strategies leading to commercialization of VGV-1 in the United States,
the obtaining of funding required to carry out the development plan, the
completion of studies and tests on time or at all, and the successful
outcome of such studies or tests. Therefore, there can be no assurance
that the forward-looking statements included in this release will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the forward-looking statements
should not be regarded as a representation by Viral Genetics or any other
person that the objectives and plans of Viral Genetics will be achieved. A
client, we have been compensated with 10 million shares of restricted
common stock and/or warrants for reporting and investor relations services
from the company over the years dating back to 2005 and sold three
Going Concern Statements.
We would like to point out that the majority of companies listed on the
OTC Bulletin Board have factors which create an
uncertainty about the their ability to continue as a going concern. These
concerns are typically related to financing (or lack of), competitive
environments, lack of operating history and operating at loss levels which
is typical of most start-ups.
These statement can usually be found in their most recent 10Q filings and
typically you don't have to dig to far down past the financial tables. We
like to use http://www.pinksheets.com for quick and easy access to SEC
filings. We think it would be wise for most investors to assume that all
companies listed on the OTC Bulletin Board (and many on NASDAQ) have going
Disclaimer: Important Distinction #1. First and foremost the Watch List is
just that. A watch list. It is not a buy list. Meaning that there will be
no buys or sales issued by the Internet Stock Review. If this was a buy
list, you can rest assured that we would crank up our Public Relations arm
into high gear, full speed ahead and damn the torpedoes to make everyone
know just how brilliant we were when we issued the list. Interviews on
CNBC, articles in Barron's and accolades in the Wall Street Journal--the
only thing we love more than money is praise and fame--but it just isn't
going to happen. What the Internet Stock Review is...is a "news
aggregation service". With the advent of the Internet, everyone knows what
that term means. What it means to us is the following: We will follow the
progress of as many Internet related publicly traded stocks as humanly
possible (The large, the small and the minuscule) and advise you of when
they have reported news. As a subscriber to the Internet Stock Review,
this means you will be able to broadly follow the entire industry right
from a single e-mail. We will report who released news and point (with
hyper links) to where the news can be found. We try to use Yahoo! Finance
as extensively as possible so we don't send you all over cyberspace. We
love Yahoo, you will too. Any decisions as to buy or sell however, are
strictly up to you. Which leads to important distinction #2. How do we get
paid? The Internet Stock Review is owned by a Public Relations firm
(Institutional Analyst Inc.) that specializes in getting (or creating)
coverage for publicly traded companies. As such, is important to note that
anytime we say anything about a company, it is because the company is a
client of our parent company, or because we would like them to be a client
of our parent company. In a nutshell, you can throw out any thoughts of us
being even a little bit impartial. It just ain't gonna happen. We love
everyone. Final note is we that have over 20,000 subscribers so please
excuse our dust. Institutional Analyst Inc. is an independent research and
investor-relations consulting firm that publishes investment-research
reports such as The Internet Stock Review on independently selected
companies. While it is its intent to identify and research companies that
it believes might prove to be profitable investments, The Internet Stock
Review is not liable for any investment decisions by its readers. Neither
The Internet Stock Review nor any report published by Internet PR Group,
Inc represent a solicitation to buy or sell the securities discussed
within the report. It is strongly recommended that any purchase or sale
decisions be discussed with a financial adviser or broker prior to
completing any such purchase or sale decision. The information contained
herein is provided as an information service only and is based upon
sources deemed reliable, but not guaranteed by The Internet Stock Review.
Past performance of previously featured companies does not guarantee the
future success of any currently featured or mentioned company. The
information contained herein is subject to change without notice, and The
Internet Stock Review assumes no responsibility to update the information
in this or any report published. Use of this or any report published by
The Internet Stock Review may be subject to the applicable rules of
certain self-regulatory organizations and the securities mentioned herein,
which are traded Over The Counter, and may not be cleared for sale in
certain states. The Internet Stock Review and/or its employees, officers,
affiliates or members of their families may have long or short positions
in any of the securities discussed in this or other reports published
herein (and/or options or warrants relating thereto) and may purchase and
or sell these securities, options or warrants from time to time in the
open market or otherwise. The Internet Stock Review may derive
compensation through research services and subscriptions and/or
investor-relations consulting from the companies featured or mentioned in
its reports. Write or call The Internet Stock Review for disclosure
details as required by Rule 17b as it relates to individual issues.
Institutional Analyst Inc., In no event shall The
Internet Stock Review report be liable for direct, indirect, incidental or
consequential damages resulting from the use of this information. The
Internet Stock Review shall be indemnified and held harmless from any
actions, claims, proceedings or liabilities with respect to the
information herein. The Internet Stock Review is not a securities
broker-dealer, investment advisor or a securities exchange and is not
registered as such with the Securities and Exchange commission nor any
state securities regulation authority. Readers of this e-mail newsletter
should recognize that the Internet Stock Review is only providing a
delivery service to electronically transmit information to potential
investors. In this respect, the Internet Stock Review is no different than
the provider of any other delivery service such as the United States Post
Office or any other express delivery service. Accordingly, investors
should be aware that the Internet Stock Review has not evaluated nor
investigated any of the companies listed in this e-mail to determine their
merit or the risk of investment in any such company. The Internet does not
endorse any company listed herein and the Internet Stock Review does not
represent that the information contained in any offering documents states
all material facts or does not omit a material fact necessary to make the
statements therein not misleading. email@example.com