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Saturday, 05/21/2011 6:31:31 AM

Saturday, May 21, 2011 6:31:31 AM

Post# of 1282
Other 10Q items:

On February 22, 2011, the Company appointed Dr. L. Stephen Coles to the Company’s Board of Directors. Dr. Coles will receive a monthly payment of $3,000 for his services to the Company.


On March 16, 2011, the Company appointed Dr. William Andrews to the Company’s Board of Directors. Dr. Andrews will receive a monthly payment of $3,000 for his services on the Board of Directors of the Company. Additionally, Dr. Andrews was granted a non-qualified stock option to purchase up to 250,000 shares of the Company’s common stock under the Company’s 2010 Equity Compensation Plan. The options vest and become exercisable on the anniversary of the date of his appointment, provided that Dr. Andrews is still a member of the Board of Directors of the Company on that date. The options are exercisable at an exercise price equal to $1.25, and have a term of 10 years from the date of grant.


Looks like Directors of this revenueless company are getting $ 3,000 a month .... Must be the price you get to be a Director at a Cataldo/Handelmann led company...


Under Subsequent Events

Effective April 18, 2011, the Company completed the first tranche of a private placement offering for up to $1 million. In connection with the first tranche, the Company entered into a Securities Purchase Agreement with an accredited investor which provided for the issuance and sale of 500,000 shares of the Company’s common stock, par value $0.000041666 (the “Shares”) at a per Share purchase price of $1.00 (the “Per Share Purchase Price”) and 500,000 five (5) year Class “C” Warrants exercisable at $1.25 per warrant share (the “Per Warrant Exercise Price”) (the “Warrants”) for a purchase price of $500,000 (the “Offering”).


The Shares and Warrants contain certain purchase price reset protections in the event the Company issues or sells any Shares or any Share equivalents at less than the Per Share Purchase Price or the Per Warrant Exercise Price. The price reset protections for the Shares will remain in effect for so long as the Shares are held by the purchaser under the Offering and until such time as the Warrants are exercised or expire.

Notice that they don't tell you who the "accredited investor" is and also notice that the price resets should the company sell shares at a lower cost. In other words it locks in maximum of $ 1.00 a share with no minimum price on conversions if price falls and company sells or issues shares at less than a dollar.


and Tony and Mike still working at company for 3 months without knowing what their salaries would be?

On February 7, 2011, we appointed Anthony Cataldo as our new President and Chief Executive Officer, and Michael Handelman as our new Treasurer, Chief Financial Officer and Secretary. We are currently in discussions with each of Mr. Cataldo and Mr. Handelman regarding the terms and conditions of their respective appointments.


" Well honey I am sure that when we agree on our compensation I will start getting a paycheck." Yeah Right. Wonder who they are "in discussions" with anyway.

One thing not addressed in 10Q is the 3,000,000 shares that Tony Cataldo apparently was "awarded" earlier this month as per SEC filing. Sort seems like that should have been "mentioned" don't you think?

"Well honey we haven't agreed upon my salary yet but I was "awarded" 3,000,000 shares of the company presently worth over 4 million dollars while we are working out the salary details." (and lets not forget that Tony is "renting" his 2 million dollar home from landlord Bristol, one of the big beneficiaries of his OXIS/GNBP connections)

a lot of short arms length transactions here wouldn't you say?

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