Protagenic Therapeutics Inc. (PTIX)

[smoke_em]

BD's voting rights?

The Company is authorized to issue up to an aggregate of 100,000,000 shares of common stock. As of the close of business on January 3, 2012, the Company had received Note conversion requests from certain Buyers such that all of the Company's remaining authorized but unissued shares will be issued to such Buyers to partially pay down their Notes in accordance with their terms. As of the close of business on December 30, 2011, the Company had 47,654,144 shares issued and outstanding and as of the close of business on January 5, 2012, the Company had 87,060,096 shares issued and outstanding, which share numbers include 681,509 shares held in treasury by the Company. Since the close of business on December 27, 2011, the Company has issued an aggregate of 68,935,900 shares of its common stock to certain Buyers to partially pay down their Notes.
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Did BD want shares to have a majority voting say in what happens? If so, that means BD can approve a merger at any price, for dollars or all the way down to 5 cents as they own 70 % of the ATRN shares outstanding. Now, I would think if BD or a friend of BD's wanted to buyout Atrinsic, they would want it as cheap as possible. Enter the 40+ days of silence. BD is in the drivers seat if they still hold most of the ATRN shares they have been issued for debt since Dec. 2011.

Adoption of the merger agreement was subject to two votes. Under Delaware law, the merger agreement was required to be adopted by the holders of a majority of the voting power of the company’s common stock and Series A convertible preferred stock outstanding on the record date of June 11, 2010. Holders of approximately 81% of these shares voted in favor of the adoption of the merger agreement, representing 85% of the votes cast.

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