frog...It appears to me that this post hits the nail on the head. I would, again, direct people to the DNAPrint Investment Agreement and the listing of (pre-DNAPrint) Biofrontera shareholders.
The Preferred A and B Shares were created as a result of the two previous rounds of financing. It looks to me as if the "Common" Shares were the original investors. If we accept that as a premise, and look at the list of common shareholders alone we get this:
Shareholder Number of Shares
Prof. Dr. Hermann Lubbert 403,200 Common Shares
Dr. Montserrat Foguet-Lubbert 25,200 Common Shares
Richard Gabriel 12,600 Common Shares
Monica Tamborini 12,600 Common Shares
Dr. Peter Engels 784 Common Shares
Armin Ollig 420 Common Shares
Dr. Stefan Zwilling 308 Common Shares
Inga Engels-Kunz 196 Common Shares
PD Dr. Christine Stichel-Gunkel 140 Common Shares
Christian Schramm 70 Common Shares
Dr. Barbara Welters 70 Common Shares
Dr. Beate Schmitz 56 Common Shares
Regina Hiltawsky 14 Common Shares
Ulrike Ebel 14 Common Shares
Own Shares 756 Common Shares
The parties acknowledge that under the current ESOP 4,217 convertible bonds have been issued, which may require the issuance of another 59,038 Shares. Furthermore, there are further 13,734 convertible bonds which have not been issued yet under the ESOP and which cannot be issued anymore since the empowerment elapsed.
I would guess that the very small shareholders received theirs as a result of the ESOP that is referenced in the above paragraph. Talk about dilution! How would you like to be the guy/gal with 14 shares, knowing there are about to be something over 4,000,000 issued...lol
Anyway, IMO, this lends much credence to your argument.
And I wish to go on record as saying that I DON'T share slopster/wishbone/Hopeful/...'s opinion regarding PharmEco Labs. I haven't seen anything to suggest that they are invested in Biofrontera.
Johnson Matthey, however, is a different story (and of course, Johnson Matthey owns PharmEco). The following text is a footnote to the list of Biofrontera investors. In it, it reveals the fact that Johnson Matthey played a role in the sequence of events leading to this agreement. Whether Johnson Matthey continues to have a role is a matter for speculation. For purposes of clarity, "Parties 3 and 4", that are excluded from the events of July 2003, are Gabriel and Tamborini, but as becomes clear, they enter the picture at a later date:
The parties named in (1) and (2), (5) to (27) and Johnson Matthey Pharmaceuticals Materials Inc. (hereinafter referred to as Johnson Matthey) entered into (i) a "Shareholders' Agreement" dated 3 July 2003, (ii) in July 2003 into an "Amendment to Shareholders' Agreement dated 3 July 2003" and (iii) and an "Investment Agreement" dated 3 July 2003. The parties named in (1), (2) and (5) to (27) entered into (iv) an "Amendment to Investment Agreement dated 3 July 2003" dated 31 December 2003. In May 2004 the parties named in (3) and (4) acquired the shares of Johnson Matthey and took over its rights and obligations under the agreements named in (i), (ii) and (iii) and became party to the agreement named in (iv). The agreements named in (i) and (ii) are collectively referred to as the Shareholders' Agreement. The agreements named in (iii) and (iv) are collectively referred to as the Investment Agreement.
Remember, this was all happening in the summer of 2003 against the backdrop of DNAPrint's success and media exposure in the LA Serial case; Biofrontera making the acquisition of Bioleads; Biofrontera completely revamping it's Supervisory Board; DNAPrint starting their clinical projects with Moffitt in November 2003; and in December 2003 (coinciding with the December 31, 2003 "Amendment to Investment Agreement dated July 3, 2003") DNAPrint consummated the La Jolla Funding Agreement.
Conveniently, in April 2004, Gabriel and Tamborini receive the first installment of the executive tax "bonus". Then in May 2004, they "acquire" the rights and obligations from Johnson Matthey, and become Party to the Amendment to the Investment Agreement that was executed in December 2003. Quite a series of events, which of course, all lead up to DNAPrint taking the role as the lead investor in October of this year.
Pardon my conjecture, but I'd say this has been in the works for the better part of two years, and it appears to me that the group of companies has orchestrated quite a number of events to bring us to this point in time. Given Gabriel's prior association with Johnson Matthey, and his sudden appearance at DNAPrint in the spring of 2003, their participation in this deal is certainly not a coincidence.
And given what has all the appearances of a great deal of planning and execution, I doubt very highly that these companies are relying solely on DNAPrint's market price as THE determining factor for successfully completing this venture.
How did Doctor Frudakis put it, "We have some tools in our belt to help us complete his deal..." Should be interesting to see how it all plays out.
Later,
W2P
