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I used to post here all the time, mostly trying to sound the warning cry that Peter has no idea what he is doing. I come check the board now about once every couple of months, but I don't really post much any more because Peter got exactly what he wanted from all of the reverse splits, I have next to nothing left.
I spent way too much time detailing this for everyone in the past. He has taken millions of dollars out of this company while driving it into the ground. He has been way over his head and does not have the expertise to see it through. However, PN has manipulated things so that the shareholders can't vote him out. The only hope for this company at this point is that his age will catch up with him and he will finally retire. Unfortunately, I think those who are vocal, like myself, just enrage him and make him want to stay with the company even more. A competent CEO/COB would have had some of these studies done already, with product in the market. Yet, here we are, floundering. I don't even have hardly any shares anymore because of his tricks to dilute the angry shareholders.
I tend to agree with this. BPTH will continue to creep lower and lower until it is back under $10 or maybe under $5 the longer they go without any new updates. We've seen this before.
Did I read that filing right to mean that the total ownership in that filing is 36.6%? Because if I did, that would mean that those guys plus the other guy you were talking about with 15% would now own a majority 51.6% of the company.
There is no realistic hope anymore for this company. Management destroyed a promising treatment, that will likely never see the light of day unless someone comes in an buys it out for practically nothing. I once talked to someone who helped raise the initial funding when this was created out of Ogden Golf. That person said that PN was brilliant, and none of the problems were his fault. I disagree. PN had zero experience in this when he went into it, and he proved he still doesn't know what he is doing. He should have been fired years ago when many on this board, including myself, were trying to tell the rest of you that he was clearly incompetent. Many fought for him. Now we all paid the price by becoming a worthless company.
Good point. Doesn't almost 1/3 of that go to his salary/bonuses?
So I am hearing rumors that PN is having health issues with his knees, and likely going to need knee replacements. Allegedly, this has caused him to rethink his role in BPTH and recognize that he is unable to take the company beyond this point. I honestly hope this is true and that someone with real abilities will be able to step in and revitalize this failing company.
At the time of this post, we are down to 0.13 pre-split pps. It's sad really. The tech has so much promise, but I fear that my hopes the technology would outperform the management was unfounded.
He at least deserves a big bonus with a few hundred thousand shares for his "hard work." It's not easy running a company when you are constantly faced with so much negativity from an anonymous chat room of investors who he thinks don't understand how hard it is to do all his jobs and are constantly pointing out to everyone his consistent failures.
If you don't think PN is getting rich off of this company, just look at the chart below. I posted this a while back, before we knew how much he made in 2017. I've just added his last year's compensation.
2007 - $153,333
2008 - $1,741,000 ($250,000 cash, $1,491,000 equity)
2009 - $250,000
2010 - $350,000
2011 - $312,500
2012 - $250,000
2013 - $1,050,000 ($375,000 cash, $675,000 equity)
2014 - $525,000 (cash)
2015 - $475,000 (cash)
2016 - $1,851,492 ($596,250 cash, $1,255,034 equity)
2017 - $593,958 (cash)
Since 2007, PN has paid himself around $4,131,041 in cash. If you don't think he is getting wealthy from this failure, you must not consider $4 million to be worth much. In just the last 5 years he has paid himself $2,292,208, during a time of epic failures on his part. Not to mention that he has also been granted ownership of 845,194 shares.
So are we likely just going to bounce around 15 cents and 16 cents for the foreseeable future? (yes, I refuse to recognize the reverse split to keep in perspective how far this has fallen as a result of PN's major failures).
And that PN has immunity from any lawsuit for being a horrible CEO to the fullest extent allowed under Delaware law. Basically, they are making sure that they can't be sued for destroying the company that they are about to destroy and for diluting the shareholders that they are about to dilute. It's his shot across the bow to warn us that we are not going to be happy about what is going to happen in the future, but that we can't do anything about it.
I've been on the "fire PN" bandwagon for something like 3 years now. When we had a chance to vote him out a few years ago, most on this board were pushing to give him more time. I think almost all of those investors regret that decision now.
Sweet! Now we just have to hit $13.30 for me to break even on this investment instead of $1.33. Thanks PN!
Also, now all of those wishful thinking prices, like $10, will have to reach $100. It's funny how $1.33, and even the long shot $10 once seemed plausible, but $13.33 and $100 seems impossible in my mind for this company. Maybe I just need to readjust my thinking to 10x what I used to believe possible.
When is the next NASDAQ deadline to get the price over $1?
Maybe this is the information that is causing the heavy volume. Maybe there are investors who previously sold with the intent of buying back in after things settle following the RS, but now have been told that PN decided against the RS, so they are buying back in at the current prices, expecting that it will only go up from here.
If we were delisted, would that kill the shorts?
I actually would prefer delisting over the stock split, but I would like to have the NASDAQ required percentage of independent BODs. Although, I don't think there will be such a thing as an independent BOD. PN is pretty careful about only bringing in rubber stampers.
So based on this analysis, it sounds like the "non routine" characterization is correct only so long as all of the shares (issued and retained shares) are reverse split. However, if the reverse split only applies to the issued shares, but does not apply to those shares that the company retains, then there is a significant loss in the value of the investment as the percentage of ownership for the reverse split shares is decreased 10 fold.
There is absolutely no way PN turns over the reins. He is convinced he knows what he is doing. He honestly believes he is the only one who can bring this to market. He has had offers from big names in biotech to help out and he has flat out turned them down.
In my attempts to understand the history of BPTH, without being able to actually talk to any of those involved, this is what I think happened.
Peter had been CFO at a small oil and gas company when he likely found out about the work that MD was doing and that MD was looking to spin off the tech into a company. PN then licensed the tech and started a company (I can't remember what it was called) with very little funding back in the early 2000's. When he started running out of money and realized he couldn't do this on the money they had, he somehow ended up in contact with Doug Morris. Doug had been heavily involved in Ogden Golf, a failing golf store. The investors in Ogden Golf, Doug and others, were looking for a different opportunity to invest their money after the golf store failed when they found out about PN and the tech he had licensed from MD. They decided to use the failed golf store as the company under which they would try and raise the necessary $15MM to fund PN's company, giving PN the funding he would need to really get the ball rolling toward FDA approval and giving the Ogden Golf investors a new hope.
They were successful in raising those funds, heavily from Utah investors because that is where Doug and most of his investor contacts were located. They paid the former CEO of the golf store a hefty bonus for running the failed company, they changed the name to BPTH holdings, and then used the rest of the $15MM to fund the newly named BPTH holdings. Since that time, it has been a bunch of inexperienced executives trying to run a company that they expected would make them all very, very rich. Unfortunately, their inexperience is killing the company, which has a lot of promise as a technology, but has been horribly run.
So I don't think there is a scam here. I think the investors in Ogden Golf were just looking for another opportunity after the golf store failed on them. They found out about this, and raised the necessary money to get into it. For some reason, they didn't think the failure of the golf store was the fault of their poor business management, but instead thought it was just poor circumstances. They feel the same way about BPTH. They won't take any blame, but instead blame circumstances. They suck at running a business, be it a golf store or a biotech. Most of us are still involved in the hopes that the tech will somehow overcome the inept management.
For what its worth, I had this guy recommended to me by another corporate attorney (not the friend I was talking to yesterday). The guy recommending him said "for whether it was a Routine Matter or not, and the other issues you mention, you can't do much better than Matt Wright." Interestingly, he is also located in Salt Lake City, but has experience in Australia and Hong Kong with two large global law firms, and what appears to be significant experience with public securities. Of course, this may also mean a hefty hourly rate. Here's his bio.
http://parrbrown.com/attorneys/matthew-g-wright/?tab-type=bio
I can reach out to him if you guys want me to.
Does he feel comfortable with something like this? I talked with a good friend yesterday who is very experienced in corporate law. He said his firm only works with privately held companies. He said that securities with public companies is really complex, and that he would probably only trust an attorney with a big national firm, or one who has had experience with a big national firm where they have gained significant experience with securities for public companies.
Does it have to be a DE attorney, a TX attorney, or can it be any state as a federal SEC matter? I don't really know where this fits as far as legal jurisdictions. I put out some feelers to find an attorney today and have some leads of people to talk to. I guess I can ask them if we need someone in DE, TX, or anywhere to help with this.
You're right. I guess I had just convinced myself that it seemed like it was likely okay to do if it was a routine matter. But you make a good point that we would still need to verify that it was a proper application of the votes as affirmative. I guess there were some situations where they are supposed to be applied to the "no" vote, so that does need to be verified.
I guess we disagree. It seems pretty straight forward to me (emphasis on "to me" since I could be very wrong) that if it is properly characterized as "routine" then the voting was correct, and if it should have been characterized as "non-routine" then the voting was improper.
SJ, I think your are over complicating this issue. Most of those issues seem pretty clear. IF the reverse stock split is a routine matter, then the Broker votes appear to be correctly considered. On the other hand, if the the reverse stock split is not considered a routine matter, then the broker votes were improper and the vote actually was against the split.
I really think the main issue here is how a reverse stock split should be characterized under the law (especially one that only reverse splits the currently issued shares, but does nothing to the company retained shares).
So it says:
"In the absence of such specification in the certificate of incorporation or bylaws of the corporation:
...
(2) In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders...."
The key here is that this is the default "in the absence of such specification in the certificate of incorporation or bylaws of the corporation." We need to find the certificate of incorporation or bylaws of the corporation to know for sure if the default applies or if they specified their own rules.
I found this article with a section on abstentions and broker non-votes. As I understand it, it seem like what they did was illegal as a Delaware corporation.
https://corpgov.law.harvard.edu/2016/10/20/voting-standards-are-not-that-standard/
So if you take out the 50,828,832 shares going involuntarily toward the reverse stock split, the proposal fails miserably, 12,034,890 "for" to 22,661,563 "against." This sounds like there should be some violation here to just apply them involuntarily "for" the proposal. Would the split be grounds for a law suit?
I should also note that I have been told that PN has been withholding information about the 19 patients being dosed for over a month. Is he trying to manipulate the PPS to push the reverse split forward to finish taking full control of the company?
That makes sense. Thanks for the clarification.
From the vote totals, however, it looks like they just withheld their votes for or against the board. I believe they still voted for the reverse stock split, and the compensation plans.
They submitted 8-K. My question is, who owns the 50,828,832 shares that were "Broker Non-Votes" on the directors, but were all in on the reverse stock split?
So it looks like none of us are attending. Any idea on how we can get info about the results of the meeting and the voting?
That's a good point. I actually have a friend who works for an investment team and he will even ask questions on Facebook about consumer product companies they are looking at. I remember him asking for opinions about Gymboree years ago to find out what his friends on Facebook thought about their quality over the years, and there have been other companies as well. So you are probably right that bit institutional investment teams probably see the posts from us wise guys, and take them for what they are worth, which is probably not more than around .20 each. :)
Like I said before, I bought a little bit more at .19, but only an amount I am willing to lose. 5 years ago, this company looked so promising. It really is sad to see how poorly it has been run considering its potential. Unless they have been lying to us, the technology can literally save countless lives. A competent leader would have a product in the market by now and would be generating revenue to fund further R&D and FDA approvals.
My honest guess is that PN has been too busy lately trying to meet with large shareholders (e.g., the institutional investors) to sell them on his reverse split and compensation proposals so he can get the votes he needs. As a result, he hasn't been able to do anything else, like PR stuff. In addition, I think he made it pretty clear that there won't really be any info until Jan or Feb because (surprise) they are going to miss another deadline.
Is it? Or are we going to get stuck with a 10:1 reverse split that makes its way back under $1? Don't get me wrong, I bought at .19, but I have been watching PN for many years now and my expectations of him are that he will screw this up.
PN in all sincerity thinks that he is BPTH, and that the company cannot exist without him. He believes that the stock holders are simply an annoyance that he has to deal with. He would completely dilute us if he can do it without exposing himself to too much legal risk. He hates when we correctly point out his failures. He believes that he has not made any significant mistakes. He believes that his 15 or so years trying to get this technology to market is a mark of his experience instead of his blatant failures. He has expressly told big names in the industry that he isn't interested in their help or counsel when they have offered it freely.
I, on the other hand, believe that the only hope for BPTH is that the technology might somehow be able to overcome PN's incompetence. However, I believe that the longer he remains the CEO, CFO, and COB, the more likely it is that this company fails, because of his incompetence and in spite of the promising technology.
So .20 might be a good price, but there is a good chance it ends being too high. Hopefully the votes won't be there to support the reverse split. Otherwise, I think we will see significantly lower prices.
So if we end up with a reverse split, how low do you think we go? Do you think we would end up back in the .20 range? A 10:1 reverse only gets us up to about $2 right now, and I wouldn't be surprised at all to see it go back under $1 in no time afterward.
Also, I'm pretty sure I read in one of the SEC filings that the directors aren't up for a vote this year (I think it said they would be up for a vote next year). Is that why we can only vote to withhold, and aren't able to vote "No"?
To your point 2, I just did some quick research on how much PN has paid himself over the years. I found the following since 2007, PN has paid himself the following in total compensation:
2007 - $153,333
2008 - $1,741,000 ($250,000 cash, $1,491,000 equity)
2009 - $250,000
2010 - $350,000
2011 - $312,500
2012 - $250,000
2013 - $1,050,000 ($375,000 cash, $675,000 equity)
2014 - $525,000 (cash)
2015 - $475,000 (cash)
2016 - $1,851,492 ($596,250 cash, $1,255,034 equity)
Since 2007, PN has paid himself around $3,537,083 in cash, not including this year (probably over $4 million after this year). From just 2012-2016 (5 years, during his most colossal failures) he has paid himself $2,221,250 in cash! That makes me almost sick! Not to mention that he has given himself over 8.3 million shares of stock, and has given Doug Morris over 3.3 million shares from what I can tell. He seriously has to go.
So in other words "we will adjust it if we want to." Especially when considering what Snug said the other day
"The discussion in the proxy statement says that '...the number of the companies authorized shares will not be reduced proportionately...'".