Ocata Therapeutics Inc fka OCAT

[rocky301]

You can go to this post and see the associations of OPTIMUS and SOCIUS and Terren Peizer.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=58335104

Some research this morning shows we can now add Volation Capital Partners aka Volation Life Sciences Capital Partners to the list.
Scroll down towards bottom to see Terren Peizer signed this transaction also.
http://www.sec.gov/Archives/edgar/data/1140098/000114420409037969/v155066_ex10-1.htm
The above financing was announced in this PR
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=36222451

Optimus, Socius and Volation combined would be approx. $40MM in financing. Many different names but the same player.

The following topic has come up several times so I will address it now. With the same player in all the Preferred Stock, what keeps them from taking control of the company?

Let's start here: All of the preferred, Series A-1, Series B, and Series C rank higher than the common shareholders via a liquidation.
They rank in the order listed above.

Seris B Preferred were OPTIMUS for $10MM.
Series C Preferred are for the last $25MM with SOCIUS

NEITHER the B or C have voting rights.
5.13 Activity Restrictions

Activity restrictions
.For so long as Investor or any of its Affiliates holds any Preferred Shares, Warrants or Warrant Shares, neither Investor nor any Affiliate will: (i) vote any shares of Common Stock owned or controlled by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; (ii) engage or participate in any actions, plans or proposals which relate to or would result in (a) acquiring additional securities of the Company, alone or together with any other Person, which would result in beneficially owning or controlling more than 9.99% of the total outstanding Common Stock or other voting securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar to any of those enumerated above; or (iii) request the Company or its directors, officers, employees, agents or representatives to amend or waive any provision of this Section 5.13.
Series B link page 26
http://www.sec.gov/Archives/edgar/data/1140098/000101376209002153/ex10127.htm
Series C link Page 3
1.6 Activity Restrictions.
same as above
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000004/ex41.htm

From DEC 27, 2010 424B3
However, the Agreement contains a restrictive covenant under which Optimus and its affiliates are prohibited from: (1) voting any shares of issuer common stock owned or controlled by Optimus or its affiliates or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging or participating in any actions, plans or proposals which relate to or would result in, among other things, (a) an extraordinary corporate transaction such as a merger, (b) a sale of a material amount of assets, (c) any change in the present board of directors or management of the issuer, (d) any change in capitalization of the issuer, or (e) any other material change in the issuer’s business or corporate structure; or (3) requesting the issuer to amend or waive any such covenants. Optimus CG is not a registered broker-dealer or an affiliate of a registered broker-dealer.
http://www.sec.gov/Archives/edgar/data/1140098/000101376210003152/form424b3.htm

The above shows and is well documented that shares received from Preferred B and C stock cannot be voting shares and just as important " beneficially owning or controlling more than 9.99% of the total outstanding Common Stock" which means Optimus-Socius or affiliates cannot own more than approx. 140MM based on a 1.4B OS#.

The Series A-1 Preferred? At this time I see NO clause that prevents this Series from voting. I am still looking. Small amount in the scheme of things.
http://www.sec.gov/Archives/edgar/data/1140098/000114420409037969/v155066_ex10-1.htm
as of 9-30-2010 113 shares issued and outstanding; aggregate liquidation value: $1,320,882

Summary: protections were implemented to prevent the massive accumulation needed by one or more entities to have voting and takeover power regarding our financing through Preferred stock.