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Re: Reptos post# 18178

Friday, 04/10/2009 6:41:45 PM

Friday, April 10, 2009 6:41:45 PM

Post# of 58465
Challenge for Reptos..

Since you have "vastly more experience". Please enlighten me and this board to your interpretation of a few items listed in GNTA company filings. I am curious your thoughts on these items. I will highlight my questions in bold.

From the current boiler plate Form S-1 on file with the SEC to be used in conjunction with the registration of underlying 2009 notes...

http://www.sec.gov/Archives/edgar/data/880643/000095012309004228/y01236a1sv1za.htm

SUMMARY OF THE TERMS OF THE 2009 NOTES

Interest on the 2009 Notes will be paid in cash or, at our option at any time following the authorization date, shares of common stock, valued at 90% of the Daily VWAP of the common stock on the trading day immediately preceding the interest payment date, conversion date or maturity date, as the case may be, provided that the following conditions, which we refer to as the “equity conditions”, have been met:

90% of the daily VWAP, in your own words, how would you describe this type of financing arrangement? Is this not the very definition of a "floor less convertible", better known as a Toxic PIPE?

CONVERSION RIGHTS

The 2009 Notes will be convertible at any time, subject to prior maturity, into shares of our common stock, based on an initial conversion rate, subject to adjustment, of [___] shares per $1,000 in principal amount of the 2009 Notes (which represents an initial conversion price of $[___] per share).

How would you define this statement? Doesn't this mean that the notes will be convertible at "any time" and that they are based on the "initial conversion rate" as described above?

MANDATORY CONVERSION

Subject to the limitations set forth below and under “Provisional limitation on the right to convert notes” and “Permanent limitation on the right to convert notes”, at any in whole or in part, of the 2009 Notes by providing thirty (30) time or from time to time, we may elect to cause the conversion,days written notice of the date on which such conversion is to occur, which we refer to as a mandatory conversion date. Any such conversion shall be made pro-rata among all holders of 2009 Notes.

Does this not mean that the company can "force" conversion with just 30 days notice? Wouldn't that be extremely dilutive to current shareholders based on the known conversion rate?

COVENANT TO INCREASE OUR AUTHORIZED SHARES

We do not have a sufficient number of shares of our common stock currently authorized and available for issuance to allow for full conversion of the 2009 Notes, payment of interest in shares of our common stock or exercise of the warrants, and are required to seek stockholder approval at our next annual meeting of stockholders, or, alternatively, at a special meeting of stockholders, of, and to effect no later than the date that is 105 days from the date on which the first 2009 Note is issued:

Please correct me if I am wrong, this does state that they DO NOT currently have sufficient shares authorized to cover the 2009 notes? If the O/S is currently 1.01B and the company has 6B authorized, would it not then seem that at the very least 4B shares will be issued to satisfy the 2009 notes? What about the 2008 notes which are senior? Would you agree that at the very minimum 4B more shares may be converted, but most likely much more?

I could ask many more questions but I will wait your answers to these few first. If you truly want to show us your vast experience then please do so. Anything short of accepting my challenge and responding to the questions will provide me, and this board, the true depth of your "vast experience".




If you invest or trade based on what you read on a message board, you need to quit investing or trading before you loose all your money

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