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level 2 - hope to reach 0.10. NITE is already at the ask at 0.10.
CLRA - DD
(updated as at October 31, 2010)
A/S - 250m
O/S - 80,775,625 (based on SEC Form 8-K filed on July 15, 2010)
Float - 36,814,582 (could be around 25,000,000 - See Part D)
Insider/Institutional Ownership - 43,961,043
- this is the number of vote received by the newly elected board of directors which resulted to a change in control
- my assumption is that the owner of 43,961,043 shares is CPI Investments, Inc pursuant to the Subscription and Purchase Agreement dated as of July 8, 2008 discussed in Part C
PART A - 2010 EVENTS
Based on SEC filings of 2010 and other available information, below are the specific events that happened in 2010.
April 28, 2010
The company's status is in GOOD STANDING with no taxes due. The company was RESTATED on August 22, 2007.
June 28, 2010
http://ih.advfn.com/p.php?pid=nmona&article=43623796
A change in control took place with the election of new directors.
On June 28, 2010, a majority of the voting power of Clearant, Inc. (the "Company") voted by written consent to the election of Harpreet Atwal, Michael Bartlett, Rick D.S. Bohgan, Mike Evertsen, and Jerry Pogue to the board of directors of the Company (the "Board"), effective as of the date of that consent, to serve until each director’s successor shall be elected and qualified or until such director’s earlier death, resignation, retirement, or removal from office. Each of the elected directors received 43,961,043 of the 80,775,625 total outstanding votes of the Company. Certain information about Messrs. Atwal, Bartlett, Bohgan, Evertsen and Pogue is set forth below.
Harpreet Atwal, 36, currently serves on the board of directors of Centerpointe Investments Inc. and has been a senior banker for the past 12 years. Mr. Atwal is a private real estate investor and has built an extensive portfolio over the past 10 years. Mr. Atwal received his Bachelors degree in Commerce from the University of British Columbia in 1997.
Michael Bartlett, 66, was appointed as a member of the Board on July 11, 2008 pursuant to a Subscription and Purchase Agreement (the "Subscription Agreement") we entered into with CPI Investments, Inc. on July 8, 2008, a private investment company for which Mr. Bartlett serves as President. Mr. Bartlett has served as our Chairman of the Board since December 9, 2008. He also has served as President and CEO of Leisure Capital & Management, Inc., a financial advisor for private and public start-up and growth companies since 1986.
Rick D.S. Bohgan, 30, is currently the President and Chief Operating Officer of Centerpointe Investments Inc. Mr. Bohgan continues to be a corporate consultant to both private and public companies since 2006. Mr. Bohgan has held senior management roles in banking from 2004 to 2008. Mr. Bohgan is an officer with CPI Investments, Inc., a private investment company that is a significant investor in the Company and with which the Company has entered into the Subscription Agreement. Mr. Bohgan received his Bachelors degree in Accounting and Finance with Honors from DeMonfort University in England in 2001.
Mike Evertsen, 42, President, CEO and owner of LifeTek, a vertically integrated tissue bank serving U.S. and global markets with distribution and processing offices in Gainsville, Florida and a tissue bank in Mexico City. LifeTek is a licensee of the Company. Mr. Evertsen is an experienced tissue industry executive.
Jerry Pogue, 68, is currently an investor in the Company and experienced businessman with an in-depth understanding of global economics and extensive experience as a CEO and director of numerous public companies. He also served as CEO and a director of a bio-technology company that was one of the original investors in the Company. Jerry was responsible for purchasing the original Clearant technology as well as raising significant funding for the Company during the Company’s research and development of its now commercialized technology.
August 9, 2010
Resignation of officers which solidifies that change in control actually took place.
http://ih.advfn.com/p.php?pid=nmona&article=43941960
Effective immediately, Jon Garfield resigns as Chief Executive Office, Chief Financial Officer, and Secretary.
Effective immediately, Susan Etzel resigns as Chief Accounting Officer.
Effective immediately, Alan Blazei resigns as a member of our board of directors.
PART B - WHAT'S NEXT?
One possibility here after the change of control is an R/M with LifeTek with the election of Mike Evertsen on the BOD.
http://lifetekortho.com/lifetek_Welcome.html
Mike Evertsen, 42, President, CEO and owner of LifeTek, a vertically integrated tissue bank serving U.S. and global markets with distribution and processing offices in Gainsville, Florida and a tissue bank in Mexico City. LifeTek is a licensee of the Company. Mr. Evertsen is an experienced tissue industry executive
After all, LifeTek has a vested interest in Clearant by using it's technology.
http://findarticles.com/p/articles/mi_m0EIN/is_2005_August_4/ai_n14862564/
Let's see what will happen after the change in control and BOD. Clearly, CPI Investments, Inc and Centerpointe Investments Inc. should ensure returns on investments they have made with the company.
PART C - CPI Investments, Inc. and CenterPointe Investments, Inc.
CPI Investments, Inc., an Arizona corporation (“CPI”).
CenterPointe Investments, Inc., a British Columbia corporation (“CenterPointe”), the parent company and sole shareholder of CPI.
On July 9, 2008, Issuer entered into a Subscription and Purchase Agreement dated as of July 8, 2008 with CPI (the “Agreement”), whereby CPI agreed to loan Issuer the aggregate amount of $2.0 million. Pursuant to the terms of the Agreement and the Promissory Note, dated July 8, 2008 (the “Promissory Note”), the loan is payable, net of fees, in tranches of: $0.4 million which was funded immediately; $0.4 million on August 22, 2008; $0.6 million on October 6, 2008; and $0.6 million on February 16, 2009. The principal amounts loaned will bear interest at 12% per year payable monthly with no prepayment option. The loan is convertible into 18,181,818 shares of their restricted common stock. Pursuant to the Agreement, Issuer also granted CPI one share of Issuer’s Preferred Stock, which votes together with Issuer’s common stock and has votes equal to 45,454,545 shares of common stock.
Those votes will be reduced by 2.5 votes for every 1 share of common stock into which the loan is converted. Provided that CPI meets its funding obligations under the Agreement, CPI will maintain its voting rights throughout the term of the loan. In addition, Issuer granted CPI a Security Agreement dated July 8, 2008, to secure the loan (the “Security Agreement”) and 2-year warrants dated July 8, 2008, to purchase (a) 4,500,000 shares of common stock at a $0.30 exercise price, and (b) 200,000 shares of common stock at $0.15 exercise price, both vesting pro-rata upon funding of each tranche (the “Warrants”). Under the terms of the Agreement, CPI appointed a board member to Issuer’s board of directors and has the right to appoint two additional board members. CPI has acquired the funds for this transaction directly from its parent company and sole shareholder, CenterPointe.
CenterPointe does not own any shares of Preferred Stock.
PART D - AVAILABLE FLOAT
Estimated available float is about 25m shares. However, Level 2 is very thin and PPS somehow moves higher on small volume (see Level 2 charts on Oct 28 and 29 below).
O/S - 80,775,625
CPI - 43,961,043 (assumed based on number of votes received by newly elected directors)
Others 11,731,544 (based on latest known SEC filings from December 26, 2007 to March 4, 2008)
After scanning all the SEC filings from 2006 to date, I have noted the following holders based on their last filing with respect to CLRA:
Elek Michael - 5,714,288 shares (Form 13D dated 3/4/08)
Day II Rowland W - 3,137,003 shares (Form 4 dated 9/12/07)
Advanced Technonolgy Holdings LLC - 1,149,36 shares (Form 4 dated 4/23/07)
Garfield Jon M - 714,286 shares (Form 4 dated 10/2/07)
Fort Mason Capital - 322,112 (Form 13G dated 12/31/07)
Bowmore LLC - 277,635 (Proxy dated 6/27/07)
Seid Melvin - 204,971 (Form 13G dated 8/23/07)
Biomedicine LP - 155,548 (Form 13G dated 12/31/06)
CFG Funding LLC - 23,836 (Form 4 dated 12/26/06)
Reserva Capital LLC - 17,857 (Proxy dated 6/27/07)
Porfidio LLD - 14,612 (Proxy dated 6/27/07)
Level 2 Charts dated October 28, 2010
Level 2 Charts dated October 29, 2010
***
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Clearant, Inc. Reports Record 2nd Quarter 2008 Revenue Results
3rd Consecutive Quarter-Over-Quarter Record Growth
LOS ANGELES, CA, Aug 20, 2008 (MARKET WIRE via COMTEX) -- Clearant, Inc. (OTCBB: CLRA), owner of the Clearant Process(R) designed to substantially reduce all types of pathogens in biological products including HIV, today announced that revenues for the second quarter period ending June 30, 2008 increased 194% to a record $0.50 million from $0.17 million in the same period of 2007.
Direct distribution revenue rose 254% to $0.46 million from $0.13 million a year ago. Revenues from licensing and contract research increased to $49,000 from $43,000 in the second quarter of 2008 and 2007, respectively.
Net loss and loss per share for the second quarter ending June 30, 2008 improved to $0.47 million and $0.01 per share, respectively, from $0.85 million and $0.11 per share, respectively, in the second quarter of 2007.
Revenues for the six month period ending June 30, 2008 increased 62% to a record $0.97 million from $0.60 million in the same period of 2007. Direct distribution revenue grew to a record $0.76 million for the first six months of 2008 compared to $0.30 million in the first six months of the prior year. Revenues from licensing, fee for service, and contract research activities that the Company intends to de-emphasize in the future declined to $0.21 million from $0.30 million for the first six months of 2008 and 2007, respectively.
Net loss and loss per share for the first six months of 2008 improved to $1.03 million and $0.02 per share, respectively, from $1.81 million and $0.34 per share, respectively, in the first six months of 2007.
"We are extremely pleased with our third consecutive quarter-over-quarter growth," said Jon Garfield, Chief Executive Officer, "this further demonstrates the growing demand of the Clearant Process(R)."
About Clearant, Inc.
Clearant, Inc. is a leader in pathogen inactivation for biological products. Clearant has developed the patent-protected Clearant Process(R), which substantially reduces all types of bacteria and viruses in biological products while maintaining the functionality of the underlying tissue implant or protein. The Company has distributed implants sterilized by the Clearant Process(R) directly to surgeons, hospitals and clinics since June 2006. In addition, Clearant licenses the Clearant Process(R), and provides its patented sterilization services, to tissue banks and other biological products manufacturers. To date more than 8,000 patients have been successfully implanted with Clearant Process(R) sterile implants supplied by one of the Company's licensed partners. The Clearant Process(R), unlike its various competitors, is applied in the final packaging and reduces all types of pathogens for products across many market segments including tissue implants, plasma proteins, recombinant products, medical devices and blood products. For more information, please visit www.clearant.com.
Forward-Looking Statements
Except for statements of historical fact, the matters discussed in this press release are forward looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history and additional risk factors as discussed in the reports filed by the company with the Securities and Exchange Commission, which are available on its website at http://www.sec.gov.
Contact:
Clearant, Inc.
Jon Garfield
Chief Executive Officer
310-479-4570
www.clearant.com
SOURCE: Clearant, Inc.
