Testpilot
2 days ago
Report on the status of large-scale holding of stocks, etc.
(General format: In the case of 'purpose of influencing management rights' among the reports under Article 147 of the Capital Market and Financial Investment Business Act)
Financial Services Commission valuable report obligation occurrence date: January 15, 2025
Korea Exchange valuable report preparation standard date: January 15, 2025
Reporter: The Coretec Group Inc. Above Agent Law Firm Gwangjang Lawyer Jo Soo-hyun
Summary Information
Issuing Company Name KIB Plug Energy Co., Ltd. Relationship with the Issuing Company Largest Shareholder
Reporting Category Change
Number of Shares Held and Holding Ratio
Number of Shares Held and Holding Ratio
Previous Report 41,957,581 17.71
This Report 52,862,216 22.31
Major Contracts Number of Shares Held and Ratio
Number of Shares Held and Ratio
Previous Report 24,000,000 10.13
This Report 10,904,635 4.60
Number of Voting Rights Held and Ratio
Number of Voting Rights Held and Ratio
Previous Report - -
This Report - -
Major Contracts Number of Voting Rights Held and Ratio
Previous Report - -
This Report - -
Reason for reporting: Conclusion and performance of over-the-counter sales contract
iamthe walrus
3 days ago
More DD Needed ..who is Arborio Co., Ltd. I dont think its a rice company
The Coretec Group Inc. 984500090DA5EDBC2E51 January 15, 2025 Over-the-counter purchase (+) Voting stocks 41,957,581 10,904,635 52,862,216 610 ( ) Arborio Co., Ltd.
iamthe walrus
3 days ago
6th and last post of KIB filing today shows amount of funds used in acqiuition of stock
3. Details of funds required for acquisition, etc.
(1) Overview of acquisition funds, etc.
(Unit: KRW)
Name Date of birth or
Business registration number, etc. Own funds (H) Borrowed funds (I) Other (J) Total (H+I+J)
The Coretec Group Inc. 984500090DA5EDBC2E51 6,651,827,350 - - 6,651,827,350. ( 4,561,279.10 United States Dollar )
(2) Circumstances and source of acquisition funds, etc.
? In the case of own funds
Name Date of birth or
Business registration number, etc. Circumstances and source of acquisition funds, etc.
The Coretec Group Inc. 984500090DA5EDBC2E51 Reserved funds
iamthe walrus
3 days ago
5th post of todays KIB Plug Energy i see as important... Arborio Co., Ltd is in the report again
Part 3. Details of large-scale changes since the previous report date
1. Summary table of changes
A. Changes in stocks, etc.
Relationship Name
(Name) Date of birth
or
Business registration number, etc. Details of increased or decreased stocks, etc.
Stocks New stocks
Convertible with subscription rights
Bonds New stocks
With subscription rights
Bonds exchange
Bonds Securities depository certificates Other Total
Voting stocks
Stocks to be redeemed for voting stocks
Stocks to be converted for voting stocks
Number of shares
(shares) Ratio
(%)
Reporter The Coretec Group Inc. 984500090DA5EDBC2E51 10,904,635 - - - - - - - - - 10,904,635 4.60
Special
Related Persons - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - -
2. Details of Changes
A. Details of changes in stocks, etc.
(Unit: shares, won)
Name
(Name) Date of birth or
Business registration number, etc. Change date* Acquisition/disposition
Method
Type of stocks, etc. Change details Acquisition/disposition
Unit price** Remarks
Before change Increase/decrease After change
The Coretec Group Inc. 984500090DA5EDBC2E51 January 15, 2025 Over-the-counter purchase (+) Voting stocks 41,957,581 10,904,635 52,862,216 610 ( ) Arborio Co., Ltd.
* In case of trading stocks, etc. in the securities market, the contract date
** In case of securities other than stocks, it means the exercise (conversion/exchange) price of the relevant securities or the purchase price of the stock acquired/disposed of by exercising the rights of the relevant securities, and the amount in ( ) means the purchase price of the relevant securities
3. Required for acquisition Details of Fund Creation
(1) Overview of Acquired Funds
(Unit: KRW)
Name Date of birth or
Business registration number, etc. Own funds (H) Borrowed funds (I) Others (J) Total (H+I+J)
The Coretec Group Inc 984500090DA5EDBC2E51 6,651,827,350 - - 6,651,827,350
Walrus notes ; 6,651,827,350 WON is 4,561,279.10 United States Dollar On January 9, 2025, The Coretec Group, Inc. (the “Company”) entered into a Subscription Agreement (the “Agreement”) with an accredited investor...Under the Purchase Agreement, the Purchaser has purchased an aggregate of 46,040 Series D Preferred Shares initially convertible into an aggregate of 306,933,333 Conversion Shares for an aggregate purchase price of $4,604,000 This may be part of that agreement ?? Nevertheless more shares of KIB were acquired
(2) Circumstances and source of acquired funds, etc.
? In the case of own funds
Name Date of birth or
Business registration number, etc. Circumstances and source of acquired funds, etc.
The Coretec Group Inc 984500090DA5EDBC2E51 Reserved funds
iamthe walrus
3 days ago
4th Post of the KIB Plug filing today that looked important .. Arborio Co., Ltd again who is Arborio Co., Ltd Im not sure it would be the construction company in the US because its listed as a Corp unless this deal makes them Arborio Co., Ltd . Have to look around for other Arborios which i think is a name for Rice but a construction company in New England uses that name
2. Contracts regarding holding stocks, etc.
A. Whether there is a contract
Whether there is a major contract, such as trust, collateral, loan, agency, over-the-counter trading, or joint holding, or whether there is a change
Yes
*If the fact of major contract conclusion or change is not reported, voting rights may be restricted for the unreported portion.
B. Contract Contents
Number Name
(Name) Relationship with the Reporter Date of Birth or
Business Registration Number, etc. Type of Stocks, etc. Number of Stocks, etc. Contract
Counterparty Type of Contract Contract
(Change) Date Contract
Period Ratio Remarks
1 The Coretec Group Inc. Principal 984500090DA5EDBC2E51 Voting Shares 10,904,635 Arborio Co., Ltd. Over-the-Counter Sales Contract January 15, 2025 - 4.60 Contract Date: 2025. 1. 15.
Balance Payment/Stock Delivery Date: 2025. 1. 15.
Total (Number of Stocks, etc.) 10,904,635 Total (Ratio) 4.60 -
D. Additional information if the main contract is a collateral contract
Number of shares, etc. Loan amount Debtor Interest rate Collateral
Maintenance ratio Other
- - - - - - - -
- - - - - - -
iamthe walrus
3 days ago
3rd part of KIB filing today that looked important
Part 2 Large Holdings. Highlighted below Question who is Arborio Co., Ltd. ?? There is an Arborio Corp construction company in the US but its not a Co LTD .
1 The Coretec Group Inc. Principal 984500090DA5EDBC2E51 Voting Shares 10,904,635 Arborio Co., Ltd. Over-the-Counter Sales Contract January 15, 2025 - 4.60 Contract Date: 2025. 1. 15.
Balance Payment/Stock Delivery Date: 2025. 1. 15.
Total (Number of Stocks, etc.) 10,904,635 Total (Ratio) 4.60 -
1. Holdings by Reporter and Special Related Person
A. Holdings by Type of Stocks, etc.
Relationship Name
(Name) Date of Birth
or
Business Registration Number, etc. Details of Holdings, etc.
Stocks New Stocks
Convertible with Subscription Rights
Bonds New Stocks
With Subscription Rights
Bonds Exchange
Bonds Securities Depository Receipts Other Total
Voting
Stocks
Stocks to be redeemed for voting stocks
Stocks to be converted for voting stocks
Number of Shares
(Shares) Ratio
(%)
Reporter The Coretec Group Inc. 984500090DA5EDBC2E51 52,862,216 - - - - - - - - 52,862,216 22.31
Special
Related Persons
-
Total Number of Issued Voting Shares (I) Number of Potential Shares Held
(a1+a2+B+C+D+E+F+G=H) Holding Ratio (%)
Holding Ratio of Stocks, etc.
[A+H / I+H-(E+F+G)?] × 100 Holding Ratio of Stocks
(A / I) × 100
236,981,544 - 22.31 22.31
? Only exchangeable bonds with stocks as the exchange target, securities depository receipts and derivative-linked securities with stocks as the underlying asset, and stock purchase options that issue treasury stocks are excluded from the denominator and the holding ratio is calculated
B. Holding details by holding type
Relationship name
(Name) Date of birth
or
Business registration number, etc. Holding equivalent to ownership (Article 142 of the Enforcement Decree of the Capital Market and Financial Investment Business Act) Type Total
No. 1 No. 2 No. 3 No. 4 No. 5 No. 6 No. 7 Share ratio
Reporter The Coretec Group Inc. 984500090DA5EDBC2E51 52,862,216 - - - - - - 52,862,216 22.31
Special
Related Persons
? Possession equivalent to ownership (Article 142 of the Enforcement Decree of the Capital Market and Financial Investment Business Act)
- No. 1 In the case of owning stocks, etc. in anyone's name or for one's own account
- No. 2 In the case of having a right to demand delivery of stocks, etc. in accordance with the provisions of the law or a sale or other contract
- No. 3 In the case of having voting rights (including the authority to direct the exercise of voting rights) for the relevant stocks, etc. in accordance with the provisions of the law or a trust agreement, collateral agreement, or other contract
- No. 4 In the case of having voting rights (including the authority to direct the exercise of voting rights) in accordance with the provisions of the law or a trust agreement, collateral agreement, investment agency agreement, or other contract Accordingly, in cases where the right to acquire or dispose of the relevant stocks, etc. is acquired
- In cases where the right to make a unilateral reservation for the purchase and sale of stocks, etc. under No. 5 is acquired and the right to complete the purchase and sale is acquired, and the status as a purchaser is acquired by exercising that right
- In cases where the contractual right under Article 5, Paragraph 1, Subparagraph 2 of the Act on Stocks, etc. as the underlying asset is acquired, and the status as a purchaser is acquired by exercising that right
2. Contracts on Stocks, etc.
A. Whether a contract exists
Whether a major contract has been concluded or changed, such as trust, collateral, lending, agency, over-the-counter trading, or joint holding
Yes
*If the fact of conclusion or change of a major contract is not reported, voting rights may be restricted for the unreported portion.
B. Contract Contents
Number Name
(Name) Relationship with the Reporter Date of Birth or
Business Registration Number, etc. Type of Stocks, etc. Number of Stocks, etc. Contract
Counterparty Type of Contract Contract
(Change) Date Contract
Period Ratio Remarks
1 The Coretec Group Inc. Principal 984500090DA5EDBC2E51 Voting Shares 10,904,635 Arborio Co., Ltd. Over-the-Counter Sales Contract January 15, 2025 - 4.60 Contract Date: 2025. 1. 15.
Balance Payment/Stock Delivery Date: 2025. 1. 15.
Total (Number of Stocks, etc.) 10,904,635 Total (Ratio) 4.60 -
D. Additional information if the main contract is a collateral contract
Number of shares, etc. Loan amount Debtor Interest rate Collateral
Maintenance ratio Other
3. Holding details by own account and customer account (only for financial institutions)
Name Relationship with reporter Details by account Total
Own account (shares) Ratio (%) Customer account (shares) Ratio (%) Total (shares) Ratio (%)
iamthe walrus
3 days ago
2nd filing on Kib Plug Energy today . Coretec increases the number of shares held at Kib Plug Energy . It was 41,957,581 / 17.7 % and now Coretec has 52,862,216 / 22.31 % of Kib shares
https://englishdart.fss.or.kr/dsbb001/main.do
Kib plug energy
[Report on significant holdings of stocks, etc. (General)]
Report
Date of writing Reporter's shares, etc., stocks, etc., voting rights, issued shares
Total number (shares)
Personal name Number of special related persons Number of shares, etc.
(shares) Ratio
(%) Number of shares
(shares) Ratio
(%)
Previous report December 18, 2024 The Coretec Group Inc. 1 41,957,581 17.71 41,957,581 17.71 236,981,544
This report January 15, 2025 The Coretec Group Inc. 1 52,862,216 22.31 52,862,216 22.31 236,981,544
Increase/Decrease 10,904,635 4.60 10,904,635 4.60 0
iamthe walrus
3 days ago
New filing out today on Kib Plug Energy in Korea concerning the KRX market delisting ...
Notice on Other Matters (Disclosure of KRX)
1. Title KIB Plug Energy Co., Ltd. Stock Market Corporate Review Committee Deliberation Results and Improvement Period Grant Notice (2025.1. 17)
2. Details The company was selected as a subject of deliberation by the Corporate Review Committee on December 18, 2024, and the Korea Exchange held a Corporate Review Committee meeting on January 17, 2025 to deliberate whether the company would maintain its listing eligibility.
After deliberation by the Corporate Review Committee, the Korea Exchange granted the company an improvement period until April 17, 2025, and we hereby inform you that the trading of the company's issued stocks will continue to be suspended during this improvement period.
However, if the company does not implement the improvement plan during the above improvement period, or if there is an application by the company, or if any of the provisions of Article 49, Paragraph 4 of the Listing Regulations of the Korea Exchange are applicable, we inform you that the Corporate Review Committee may be held even before the end of the improvement period to determine whether to maintain listing eligibility.
3. Other references useful for making investment decisions -
? Title and date of other disclosure related to this one 2024-11-27 Embezzlement and breach of trust suspicions
2024-11-27 Other market information (occurrence of grounds for substantive review of listing eligibility)
2024-12-18 Other market information (decision on subject to deliberation by the Corporate Review Committee)
iamthe walrus
3 days ago
The share Exchange aggreement that just closed Aug 22nd with Core Optics and Coretec has in it transactions with Victor Keen and a Private Placement for 290,000 dollars . I just dont see Corerec going private . If that was the plan all along why do all these Share agreements with investors and then turn around and go private. they also state they have no plans to not have their common stay registered with the securites exchange , (m) Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Notwithstanding, the Company may be unable to maintain its “current” reporting status with the SEC, if it is unable to timely file its periodic reports or other financial statements as it is currently required. Please refer to the Risk Factors set forth on Schedule I for further information.
How would Carlton James react to that as they just got 39 million pre funded warrants to sell they need to sell to pay off the debt that was owed them by Coretec to the tune of 1.4 million dollars . They have to abide by the agreements signed and i dont think going private is an option . If it is that seems to me would violate previous agreements and they have a lot of them
Issuance of Convertible Promissory Note https://investors.thecoretecgroup.com/node/8526/html
Common Stock Private Placement
On August 21, 2024, the Company countersigned and closed on a private placement pursuant to a subscription agreement with certain accredited investors, pursuant to which subscription agreement the Company agreed to issue and sell to the investors an aggregate of 29,000,000 shares of common stock of the Company at a purchase price of $0.01 per share, for an aggregate purchase price of $290,000 (the “Private Placement”). The shares issued pursuant to the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the availability of an exemption from such registration.
On August 21, 2024, the Company issued an unsecured convertible promissory note, to Victor Keen, a director and affiliate of the Company, in the aggregate principal amount of $40,000 (the “Note”). The maturity date of the Note is 18 months from the date of issuance. Interest on the unpaid principal balance of the Note accrues at 8% per annum, payable on maturity. The Note is subject to a mandatory conversion provision. The Note shall automatically convert into, and Mr. Keen shall be issued warrants purchase up to 12,500,000 shares of common stock of the Company at an exercise price equal to $0.007 (which price was negotiated using the approximate average closing price of the Company’s common stock for the ten prior trading days of Mr. Keen’s funding of the Note). The Warrants shall be exercisable for a period of five (5) years from the date of issuance and are attached as an annexure to the Note. On August 21, 2024, pursuant to the automatic conversion provisions under the Note and a similar Note issued to Mr. Keen in June 2024, issued in full conversion of such notes warrants to purchase up to 78,125,000 and 12,500,000 shares of Common Stock at a purchase price of $0.007 per share.
The foregoing description of the Note and Warrants is a summary and is qualified in its entirety by reference to the full text of the Note and Warrants exhibited thereunder, a copy of which is filed as Exhibit 10.5 to this Current Report and is incorporated herein by reference.
Settlement of DAF Note
As previously disclosed on October 15, 2019, the Company issued a Promissory Note dated October 4, 2019 to Carlton James Diversified Alpha Fund SP, a segregated portfolio of Navigator Global Fund Manager Platform SPC (“Lender” and the note the “DAF Note”), pursuant to a Credit Agreement dated October 4, 2019, and the subsequent letter of variation signed on October 4, 2020 by and between the Company and the Lender. The Company also issued warrants to purchase up to 3,000,000 shares of Company’s shares of common stock. The exercise date on the warrants will expire on October 4, 2024. As of the date of this
Current Report on form 8-K the Lender has not exercised any warrants.
On August 20, 2024, the Company entered into a Letter Agreement with the Lender (the “Letter Agreement”). Pursuant to the Letter Agreement, the Company and Lender agreed to settle the entire principal amount and the accrued and unpaid interest amounts due to the Lender under the Note. The Company will issue 123,882,504 shares of common stock of the Company and 34,455,536 pre-funded warrants to purchase shares of common stock of the Company, for the settlement of the Note in full. Following the delivery of the shares and pre-funded warrants to the Lender, the Lender will relinquish all rights, title and interest in the DAF Note, and the Note will be settled.
iamthe walrus
4 days ago
On September 28, 2021, more than 2,000 publicly traded companies whose shares had been quoted on OTC Markets Group’s Pink Open Market were shifted to OTC Markets’ limited “Expert Market,” where stocks are essentially suspended from official trading, for failure to make current information about the company publicly available.
This action is the result of the SEC’s position that enhanced disclosure and investor protection are needed in the over-the-counter (OTC) markets, as reflected in the September 2020 amendment to Securities Exchange Act Rule 15c2-11. This rule prohibits dealers from publishing quotations for OTC securities to quotation mediums without first reviewing certain issuer financial information and ensuring that information is current and publicly available.
Under amended Rule 15c2-11, current information about an issuer must be publicly available in order for an issuer’s shares to become quoted initially, and remain quoted, on one of the three main public marketplaces (OTCQX Best Market, OTCQB Venture Market and Pink Open Market) operated by OTC Markets Group. According to guidance from OTC Markets Group, issuers subject to SEC reporting obligations satisfy the requirements of the amended rule if the issuers are current in their SEC reporting obligations. Non-SEC reporting companies would have to satisfy OTC Markets Group’s basic disclosure guidelines and post their company’s financial statements on the OTC Disclosure and News Service.
Issuers who miss, are late or choose not to comply with periodic (annual and quarterly) filing requirements should be aware that their shares could be involuntarily shifted to OTC Markets Group’s limited Expert Market after a short grace period. The Expert Market is available only for unsolicited quotes, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the issuer. Quotations in Expert Market securities are only made available to broker-dealers, institutions and other sophisticated investors.
As a practical matter, if a company’s common stock is moved to the Expert Market, the company’s stockholders will no longer have a public trading market for their shares. Additionally, trading bid and ask prices and share trading volumes will not be publicly quoted and the trading market for the common stock would likely be illiquid and limited primarily to private purchases and sales among individual stockholders. Any transactions would be opaque to the public marketplace and would not necessarily provide the company’s stockholders with a reliable market value for their shares.
A company pushed down to the Expert Market would be able to apply for relisting on OTC Markets Group once a market maker has filed a new Form 211 with FINRA, and the company has made current public information available. This requires a company to locate a market maker to file a Form 211 on its behalf and, once the form is filed, there is no set timeframe for a re-application approval. When compliance with the amended rule is demonstrated, relisting can occur.
The impact of amended Rule 15c2-11 is ongoing. More than ever, OTC companies need to complete and file timely and adequate current public information with the SEC or OTC Markets Group. If they fail to do so, they jeopardize the privilege of being publicly traded in a regulated market.
info on form 211 https://www.finra.org/filing-reporting/over-the-counter-reporting-facility-orf/form-211
Juststoppingby
4 days ago
Preparing and consolidating prior annual and quarterly financial statements of two different counting systems takes time.
From 8-K Nov 14, 2024, Schedule I
Risk Factors
“To maintain our “current” reporting status with the SEC, we are required to file our Form 10-Q for the quarter ended September 30, 2024, within the SEC’s prescribed timeline. However, due to complexities arising from the recent share exchange, as well as delays in preparing and consolidating prior annual and quarterly financial statements, there is a risk that we may be unable to file this quarterly report on time or be able to regain compliance.”
The following statement tells me they are consolidating the prior year’s earnings from Core Optics Co., Ltd., a Republic of Korea corporation, with Coretec.
“as well as delays in preparing and consolidating prior annual and quarterly financial statements.”
Core Optics Co., Ltd.'s prior year's earnings and Coretec's current earnings might be enough for the earnings requirement to get the company uplisted to the NASDAQ.
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