# Digital Turbine, Inc.: Form 10-Q for the period ended Dec 31, 2008

- Company: [Digital Turbine, Inc.](/companies/apps.md) (CIK 317788)
- Form: 10-Q
- Filed: 2009-02-20
- Accepted by EDGAR: Feb 20, 2009, 21:10 ET
- Period: 2008-12-31
- Accession: 0001144204-09-010192
- Inline XBRL: no
- Main document: https://www.sec.gov/Archives/edgar/data/317788/000114420409010192/v140714_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/317788/000114420409010192/

## Management's discussion and analysis

As filed, 23,679 characters.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the Financial Statements and the Notes thereto included in this report. This discussion contains certain forward-looking statements that involve substantial risks and uncertainties. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to our management or us, are intended to identify such forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements as a result of a variety of factors including those set forth under “Risk Factors” in our Transitional Report on Form 10-KT for the Transition Period ended March 31, 2008. Historical operating results are not necessarily indicative of the trends in operating results for any future period.

Unless the context otherwise indicates, the use of the terms “we,” “our” “us” or the “Company” refer to the business and operations of Mandalay Media, Inc. (“Mandalay”) through its operating and wholly-owned subsidiaries, Twistbox Entertainment, Inc. (“Twistbox”) and AMV Holding Limited, a United Kingdom private limited company (“AMV”).

### Historical Operations of Mandalay Media, Inc.

The Company was originally incorporated in the State of Delaware on November 6, 1998 under the name eB2B Commerce, Inc. On April 27, 2000, the Company merged into DynamicWeb Enterprises Inc., a New Jersey corporation, and changed its name to eB2B Commerce, Inc. On April 13, 2005, the Company changed its name to Mediavest, Inc. On November 7, 2007, through a merger, the Company reincorporated in the State of Delaware under the name Mandalay Media, Inc. On October 27, 2004, and as amended on December 17, 2004, the Company filed a plan for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Plan of Reorganization”). Under the Plan of Reorganization, as completed on January 26, 2005: (1) the Company’s net operating assets and liabilities were transferred to the holders of the secured notes in satisfaction of the principal and accrued interest thereon; (2) $400,000 were transferred to a liquidation trust and used to pay administrative costs and certain preferred creditors; (3) $100,000 were retained by the Company to fund the expenses of remaining public; (4) 3.5% of the new common stock of the Company (140,000 shares) was issued to the holders of record of the Company ‘s preferred stock in settlement of their liquidation preferences; (5) 3.5% of the new common stock of the Company (140,000 shares) was issued to common stockholders of record as of January 26, 2005 in exchange for all of the outstanding shares of the common stock of the Company; and (6) 93% of the new common stock of the Company (3,720,000 shares) was issued to the sponsor of the Plan of Reorganization in exchange for $500,000 in cash. Through January 26, 2005, the Company and its subsidiaries were engaged in providing business-to-business transaction management services designed to simplify trading between buyers and suppliers.

Prior to February 12, 2008, the Company was a public shell company with no operations, and controlled by its significant stockholder, Trinad Capital Master Fund, L.P.

### Twistbox Entertainment, Inc.

On February 12, 2008, Mandalay completed its acquisition of Twistbox Entertainment, Inc. pursuant to an Agreement and Plan of Merger entered into on December 31, 2007, as subsequently amended by the Amendment to Agreement and Plan of Merger dated February 12, 2008, with Twistbox Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Mandalay (“Merger Sub”), Twistbox Entertainment, Inc. (“Twistbox”), and Adi McAbian and Spark Capital, L.P., as representatives of the stockholders of Twistbox, as part of which Merger Sub merged with and into Twistbox, with Twistbox as the surviving corporation (the “Merger”). Following the Merger, Twistbox became the sole operating subsidiary of Mandalay until the acquisition of AMV on October 23, 2008 as described below.

Twistbox is a global publisher and distributor of branded entertainment content, including images, video, TV programming and games, for Third Generation (3G) mobile networks. Twistbox publishes and distributes its content in over 40 countries representing more than one billion subscribers. Operating since 2003, Twistbox has developed an intellectual property portfolio unique to its target demographic (18 to 35 year old) that includes worldwide exclusive (or territory exclusive) mobile rights to global brands and content from leading film, television and lifestyle content publishing companies. Twistbox has built a proprietary mobile publishing platform that includes: tools that automate handset portability for the distribution of images and video; a mobile games development suite that automates the porting of mobile games and applications to over 1,500 handsets; and a content standards and ratings system globally adopted by major wireless carriers to assist with the responsible deployment of age-verified content. Twistbox has leveraged its brand portfolio and platform to secure “direct” distribution agreements with the largest mobile operators in the world, including, among others, AT&T, Hutchinson 3G, O2, MTS, Orange, T-Mobile, Telefonica, Verizon and Vodafone. Twistbox has experienced annual revenue growth in excess of 50% over the past two years and expects to become one of the leading players in the rapidly-growing, multibillion-dollar mobile entertainment market.

Twistbox maintains a worldwide distribution agreement with Vodafone. Through this relationship, Twistbox serves as Vodafone’s exclusive supplier of late night content, a portion of which is age-verified. Additionally, Twistbox is one of the select few content aggregators for Vodafone. Twistbox aggregates content from leading entertainment companies and manages distribution of this content to Vodafone. Additionally, Twistbox maintains distribution agreements with other leading mobile network operators throughout the North American, European, and Asia-Pacific regions that include Verizon, Virgin Mobile, T-Mobile, Telefonica, Hutchinson 3G, , O2 and Orange.

Twistbox’s intellectual property encompasses over 75 worldwide exclusive or territory exclusive content licensing agreements that cover all of its key content genres including lifestyle, glamour, and celebrity news and gossip for U.S. Hispanic and Latin American markets, poker news and information, late night entertainment and casual games.

Twistbox currently has content live on more than 100 network operators in 40 countries. Through these relationships, Twistbox can currently reach over one billion mobile subscribers worldwide. Its existing content portfolio includes 300 WAP sites, 250 games and 66 mobile TV channels.

In addition to its content publishing business, Twistbox operates a rapidly growing suite of Premium Short Message Service (Premium SMS) services that include text and video chat and web2mobile marketing services of video, images and games that are promoted through on-line, magazine and TV affiliates. The Premium SMS infrastructure essentially allows end consumers of Twistbox content to pay for their content purchases directly from their mobile phone bills.

Twistbox’s end-users are the highly-mobile, digitally-aware 18 to 35 year old demographic. This group is a major consumer of digital entertainment services and commands significant amounts of disposable income. In addition, this group is very focused on consumer lifestyle brands and is much sought after by advertisers.

### AMV Holding Limited

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2008, Mandalay consummated the acquisition of 100% of the issued and outstanding share capital of AMV Holding Limited, a United Kingdom private limited company (“AMV”) and 80% of the issued and outstanding share capital of Fierce Media Limited, United Kingdom private limited company (collectively the “Shares”) on October 23, 2008 (the “AMV Acquisition”). The aggregate purchase price (subject to adjustments as provided in the stock purchase agreement) for the Shares consisted of (i) $5,375,000 in cash; (ii) 4,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”); (iii) a secured promissory note in the aggregate principal amount of $5,375,000 (the “Note”); and (iv) additional earn-out amounts, if any, based on certain targeted earnings as set forth in the stock purchase agreement.

The Note matures on January 30, 2010, and bears interest at an initial rate of 5% per annum, subject to adjustment as provided therein. In the event Mandalay completes an equity financing that results in gross proceeds of over $6,000,000, Mandalay will prepay a portion of the Note in an amount equal to one-third of the excess of the gross proceeds of such financing over $6,000,000. In addition, if within nine months of the issuance date of the Note, Mandalay completes a financing that results in gross proceeds of over $15,000,000, then Mandalay shall prepay the entire principal amount then outstanding under the Note, plus accrued interest. If within nine months of the issuance date of the Note, the aggregate principal sum then outstanding under the Note plus accrued interest thereon has not been prepaid, then on and after such date, interest shall accrue on the unpaid principal balance of the Note at a rate of 7% per annum.

In addition, also on October 23, 2008, in connection with the AMV Acquisition, Mandalay, Twistbox and ValueAct SmallCap Master Fund L.P. (“ValueAct”) entered into a Second Amendment to the a certain senior secured promissory note purchased by ValueAct from Twistbox in the amount of $16,500,000 (the “ValueAct Note”), which among other things, provides for a payment in kind election at the option of Twistbox, modifies the financial covenants set forth in the ValueAct Note to require that Mandalay and Twistbox maintain certain minimum combined cash balances and provides for certain covenants with respect to the indebtedness of Mandalay and its subsidiaries. Also on October 23, 2008, AMV granted to ValueAct a security interest in its assets to secure the obligations under the ValueAct Note. In addition, Mandalay and ValueAct entered into an allonge to each of the those certain warrants issued to ValueAct in connection with the Merger, which, among other things, amended the exercise price of each of the warrants to $4.00 per share.

AMV is a mobile media and marketing company delivering games and lifestyle content directly to consumers in the United Kingdom, Australia, South Africa and various other European countries. AMV markets its well established branded services including *Bling, Phonebar* and *GameZone* through a unique Customer Relationship Management (CRM) platform that drives revenue through mobile internet, print and TV advertising.

On October 23, 2008, Mandalay entered into a Securities Purchase Agreement with certain investors identified therein (the “Investors”), pursuant to which Mandalay agreed to sell to the Investors in a private offering an aggregate of 1,685,394 shares of Common Stock and warrants to purchase 842,697 shares of Common Stock for gross proceeds to Mandalay of $4,500,000. The warrants have a five year term and an exercise price of $2.67 per share. The funds were held in an escrow account pursuant to an Escrow Agreement, dated October 23, 2008 and were released to Mandalay on or about November 8, 2008.

The Merger and the AMV Acquisition both included the issuance of Common Stock as all or part of the consideration. Based on the trading price of the Common Stock as of the acquisition dates, the total consideration was approximately $67.5 million for the Merger and approximately $22.2 million for the AMV Acquisition. Subsequent to the Merger and the AMV Acquisition, the average trading price of the Common Stock has decreased significantly. If the decrease in trading price is deemed to “not be temporary in nature”, management expects that an impairment of goodwill and other long lived intangible assets could occur by year end. Other factors affecting management’s estimate of impairment include the current profitability and expected future cash flows from the acquired business.

### Comparison of the Three Months Ended December 31, 2008 and 2007

### Revenues

*(In thousands)*

| Revenues by type: | Three Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| Games | $1,245 | $- |
| Other content | 9,760 | - |
| Total | $11,005 | - |

The Company had no operations in 2007 and consequently no revenues. Revenues in the three months ended December 31, 2008 relate to the revenues of Twistbox and AMV. Games revenue includes both licensed and internally developed games for use on mobile phones. Other content includes a broad range of products delivered in the form of WAP, Video, Wallpaper and Mobile TV.

### Cost of Revenues

*(In thousands)*

| Cost of Revenues: | Three Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| License Fees | $1,670 | $- |
| Other direct cost of revenues | 2,264 | - |
| Total Cost of Revenues | $3,934 | $- |
| Revenues | 11,005 | $- |
| Gross Margin | 64.3% | N/A |

35

The Company had no operations in 2007 and consequently no cost of revenues. Cost of revenues in the three months ended December 31, 2008 relate to the cost of revenues of Twistbox and AMV. License fees represent costs payable to content providers for use of their intellectual property in products sold. Other direct cost of revenues includes costs to deliver products, and amortization of the intangibles identified as part of the purchase price accounting and attributed to cost of revenues.

### Operating Expenses

*(In thousands)*

|  | Three Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| Product Development Expenses | $1,563 | $- |
| Sales and Marketing Expenses | 4,243 | - |
| General and Administrative Expenses | 2,173 | 1,278 |
| Amortization of Intangible Assets | 177 | - |

Prior to the Merger, the Company was a public shell company with no operations; and as a result the only activity in the three months ended December 31, 2007 represents expenses incurred in developing the Company. In both years, General and Administrative expenses consists primarily of consulting and professional fees, accounting and legal expenses and employee related expenses including stock based compensation. The increase in 2008 over 2007 is primarily the result of stock based compensation to directors, employing executive management for the company, a significant increase in legal and other professional fees, and the addition of Twistbox expenses. Product Development and Sales and Marketing Expenses represent the operating expenses of Twistbox and AMV. Amortization of intangibles represents amortization of the intangibles identified as part of the purchase price accounting related to both acquisitions and attributed to operating expenses.

### Other Expenses

*(In thousands)*

|  | Three Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| Interest and other income/(expense) | $(1,138) | $91 |

Interest and other income/(expense) includes interest income on invested funds, interest expense related the ValueAct Note, foreign exchange transaction gains and losses, and depreciation expense.

### Comparison of the Nine Months Ended December 31, 2008 and 2007

### Revenues

*(In thousands)*

| Revenues by type: | Nine Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| Games | $3,738 | $- |
| Other content | 17,616 | - |
| Total | $21,354 | - |

36

The Company had no operations in 2007 and consequently no revenues. Revenues in the nine months ended December 31, 2008 relate to the revenues of Twistbox, and AMV for the current quarter. Games revenue includes both licensed and internally developed games for use on mobile phones. Other content includes a broad range of products delivered in the form of WAP, Video, Wallpaper and Mobile TV.

### Cost of Revenues

*(In thousands)*

| Cost of Revenues: | Nine Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| License Fees | $5,604 | $- |
| Other direct cost of revenues | 2,468 | - |
| Total Cost of Revenues | $8,072 | $- |
| Revenues | 21,354 | $- |
| Gross Margin | 62.2% | N/A |

The Company had no operations in 2007 and consequently no cost of revenues. Cost of revenues in the nine months ended December 31, 2008 relate to the cost of revenues of Twistbox, and AMV for the current quarter. License fees represent costs payable to content providers for use of their intellectual property in products sold. Other direct cost of revenues includes costs to deliver products, and amortization of the intangibles identified as part of the purchase price accounting and attributed to cost of revenues.

### Operating Expenses

*(In thousands)*

|  | Nine Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| Product Development Expenses | $5,130 | $- |
| Sales and Marketing Expenses | 6,527 | - |
| General and Administrative Expenses | 7,545 | 2,189 |
| Amortization of Intangible Assets | 451 | - |

Prior to the Merger, the Company was a public shell company with no operations; and as a result the only activity in the nine months ended December 31, 2007 represents expenses incurred in developing the Company. In both years, General and Administrative expenses consists primarily of consulting and professional fees, accounting and legal expenses and employee related expenses including stock based compensation. The increase in 2008 over 2007 is primarily the result of stock based compensation to directors, employing executive management for the company, a significant increase in legal and other professional fees, and the addition of Twistbox expenses. Product Development and Sales and Marketing Expenses represent the operating expenses of Twistbox and AMV. Amortization of intangibles represents amortization of the intangibles identified as part of the purchase price accounting related to both acquisitions and attributed to operating expenses.

### Other Expenses

*(In thousands)*

|  | Nine Months Ended December 31, 2008 | 2007 |
| --- | ---: | ---: |
| Interest and other income/(expense) | $(2,084) | $256 |

Interest and other income/(expense) includes interest income on invested funds, interest expense related the ValueAct Note, foreign exchange transaction gains and losses, and depreciation expense.

### Financial Condition

#### Assets

Our current assets totaled $19,044 and $17,629 at December 31, 2008 and March 31, 2008, respectively. Total assets were $125,078 and $100,124 at December 31, 2008 and March 31, 2008, respectively. The increase in current assets is primarily due to the addition of AMV accounts receivables following the AMV Acquisition. The increase in total assets is primarily due to the additional intangibles flowing from the AMV Acquisition.

#### Liabilities and Working Capital

At December 31, 2008, our total liabilities were $43,349. Our current liabilities totaled $19,673 and $9,255 at December 31, 2008 and March 31, 2008, respectively. This resulted in negative working capital of ($629) at December 31, 2008 as accounts payable and other current liabilities increased, largely as a result of the AMV Acquisition, with additional AMV payables, amounts payable related to the AMV Acquisition and restructuring reserves in connection with the AMV Acquisition.

### Liquidity and Capital Resources

*(In thousands)*

*(In thousands)*

| Consolidated Statement of Cash Flows Data: | Nine Months Ended December 31, 2008 | Nine Months Ended December 31, 2007 |
| --- | ---: | ---: |
| Capital expenditures | (101) | - |
| Cash flows used in operating activities | (5,591) | (496) |
| Cash flows (used in)/ provided by investing activities | (3,363) | (141) |
| Cash flows from financing activities | 4,300 | 2,473 |

Prior to the Merger, the Company was a public shell company with no operations. Twistbox has incurred losses and negative annual cash flows since inception. The primary sources of liquidity have historically been issuance of common and preferred stock, in the case of Twistbox, borrowings under the ValueAct Note with aggregate proceeds of $16.5 million. In the future, we anticipate that our primary sources of liquidity will be cash generated by our operating activities and potentially equity raises and/or additional borrowing.

#### Operating Activities

In the nine months ended December 31, 2008, operating expense consisted solely of employee compensation and other general and administrative expenses. In the nine months ended December 31, 2008, we used $5.6 million of net cash in operating expenses. This primarily related to the net loss of $8.9 million, decreases in accounts payable, accrued license fees and other liabilities of $3.8 million, partially offset by a decrease in accounts receivable of $3.4 million and non cash stock based compensation and depreciation and amortization included in the net loss of $2.6 million and $1.1 million respectively.

#### Investing Activities

In the nine months ended December 31, 2008, $3.4 million was used in investing activities, primarily the cash consideration in the acquisition of AMV, amounting to $6.3 million, and the purchase of plant and equipment of $0.1 million; offset by cash acquired on acquisition of the subsidiary of $3.0 million.

#### Financing Activities

In the nine months ended December 31, 2008, $4.4 million was provided from the sale of Common Stock, while $0.1 million was used in payments related to a prior acquisition.

As of December 31, 2008, the Company had approximately $6.4 million of cash, and management believes it has sufficient cash to satisfy the Company’s monetary needs for the next twelve months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional debt securities or additional equity securities or to obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our stockholders. The incurrence of increased indebtedness would result in additional debt service obligations and could result in additional operating and financial covenants that would restrict our operations. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all. In addition, there are specific minimum cash covenants under the ValueAct Note, and there is no certainty that these covenants will be achieved.

### Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

## Market risk

As filed, 3,006 characters.

### Interest Rate and Credit Risk

Our current operations have exposure to interest rate risk that relates primarily to our investment portfolio. All of our current investments are classified as cash equivalents or short-term investments and carried at cost, which approximates market value. We do not currently use or plan to use derivative financial instruments in our investment portfolio. The risk associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe that a 10% change in interest rates would have a significant impact on our interest income, operating results or liquidity.

Currently, our cash and cash equivalents are maintained by financial institutions in the United States, Germany, the United Kingdom, Poland, Russia, Argentina and Colombia, and our current deposits are likely in excess of insured limits. We believe that the financial institutions that hold our investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. Our accounts receivable primarily relate to revenues earned from domestic and international Mobile phone carriers. We perform ongoing credit evaluations of our carriers’ financial condition but generally require no collateral from them. At December 31, 2008, our largest customer represented 20% of our gross accounts receivable.

### Foreign Currency Risk

The functional currencies of our United States and German operations are the United States Dollar, or USD, and the Euro, respectively. A significant portion of our business is conducted in currencies other than the USD or the Euro. Our revenues are usually denominated in the functional currency of the carrier. Operating expenses are usually in the local currency of the operating unit, which mitigates a portion of the exposure related to currency fluctuations. Intercompany transactions between our domestic and foreign operations are denominated in either the USD or the Euro. At month-end, foreign currency-denominated accounts receivable and intercompany balances are marked to market and unrealized gains and losses are included in other income (expense), net. Our foreign currency exchange gains and losses have been generated primarily from fluctuations in the Euro and pound sterling versus the USD and in the Euro versus the pound sterling. In the future, we may experience foreign currency exchange losses on our accounts receivable and intercompany receivables and payables. Foreign currency exchange losses could have a material adverse effect on our business, operating results and financial condition.

### Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we might not be able to offset these higher costs fully through price increases. Our inability or failure to do so could harm our business, operating results and financial condition.

## Controls and procedures

As filed, 2,299 characters.

### Evaluation of Disclosure Controls and Procedures

Members of our management, including our Principal Executive Officer, James Lefkowitz, and Principal Financial Officer, Jay A. Wolf, have evaluated the effectiveness of our disclosure controls and procedures, as defined by the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) or 15d-15(e), as of December 31, 2008, the end of the period covered by this report. Based upon that evaluation, Messrs. Lefkowitz and Wolf concluded that our disclosure controls and procedures are adequate and effective to ensure that material information relating to use was made known to them by others within those entities, particularly during the period for which this Quarterly Report on Form 10-Q was prepared.

### Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal controls over financial reporting as of December 31, 2008. Based on our assessment, we have concluded that our internal controls over financial reporting were effective as of December 31, 2008.

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13(a)-15 or 15(d)-15 that occurred during the third quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 783 characters.

***The effects of the recession in the United States and general downturn in the global economy, including financial market disruptions, could have an adverse impact on our business, operating results or financial condition.***

Our operating results also may be affected by uncertain or changing economic conditions such as the challenges that are currently affecting economic conditions in the United States. If global economic and market conditions, or economic conditions in the United States or other key markets, remain uncertain or persist, spread, or deteriorate further, we may experience material impacts on our business, operating results, and financial condition in a number of ways including negatively affecting our profitability and causing our stock price to decline.

Filed Feb 20, 2009.
Source: SEC EDGAR, the filing index for accession 0001144204-09-010192. Last ingested by Listed: Nov 10, 2026, 03:21 ET. No prices; not investment advice.