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Effective September 28, 2004, the Registrant entered into an Investment Agreement (the "Biofrontera Agreement") with Biofrontera AG, a German corporation ("Biofrontera") and the shareholders of Biofrontera. Prior to entering into the investment agreement, Richard Gabriel, the Registrant's chief executive officer and a director, and Monica Tamborini, the Registrant's chief financial officer, each owned less than 1% of the outstanding equity securities of Biofrontera.
Pursuant to the Biofrontera Agreement, the Registrant has agreed to purchase certain Series B preferred shares of Biofrontera. The purchase of the shares would give the Registrant an equity interest of approximately 51% in Biofrontera. The purchase price of the shares is 20 million Euro, payable in monthly installments of 833,333 Euro over a period of 24 months. The transaction will not close, and the Registrant's payment obligation does not begin, until after the effectiveness of a registration statement to be filed under the Securities Act of 1933 by the Registrant with respect to the Dutchess Agreement, described in this Current Report under the caption "Dutchess Agreement."
In the event that such registration statement does not become effective on or before February 7, 2005, the Biofrontera Agreement will terminate without liability to either party. Once the registration statement has become effective, the Registrant is obliged to consummate the acquisition of the shares, and Biofrontera will issue all of the shares to the Registrant. In the event the Registrant defaults in payment of the purchase price installments, Biofrontera has the right to redeem from the Registrant those shares as to which the purchase price has not been paid in full. In no event does Biofrontera have the right to recover the unpaid purchase price from the Registrant in cash.
The Registrant has the right to nominate two members of the six-person Biofrontera board. In addition, a representative of Biofrontera, Professor Doctor Herman Luebbert will join the Registrant's board of directors after the closing of the transaction. If the Registrant fails to pay the full purchase price for the Biofrontera shares, the Registrant forfeits its right to appoint such board members.
It time for DNAP to pull a rabbit ( MONEY ) out of the hat .
50 Million is cost of drug company am I right or wrong? Thanks
Doug will you please tell us how a 1 CENT stock is going to come up with 50 MILLIONS? Also why did management not say any dollar amount on today s PR? THANKS
Yes buy more now, manangement has alot to sell.
Where are the patents we were to have in 2004? How is this company going to buy a 50 MILLION dollar company? A ONE CENT STOCK.
RECAP AND DNAP selling again this morning. Management needs a new pair of shoes. And no this is not JMHO THIS IS THE FACTS.
How can a sub-penny stock buy a 50 MILLION dollar company? This company is a big stock seller, RECAP doing the selling. Look at 1-24-05 trading 18 million shares = about 17,000 dollars. At this rate this with not pay these high price MANAGEMENT people. JMHO
Is this all of a run we get out of IDGE?
Rivet can you or someone please give me yall opinion on IBZT ? In at .036 w/ 400,000 shares, news coming this week been in and out since Jan 2004. I have made more money in two week off this board s members advise than I ever had in the last 6 month. THANK YALL
What is a SEC form 42-4b3, this is what CIRT filed this am. Thanks.
In at .35 on FRCP.
Thank You-got in this am at .62. I need all the help i can get.
Why did they have this S-8 just after a good move on PPS. Just trying to understand Thanks.
How will the S-8 on MAXZ this AM affect the PPS this week? Thanks.
why did you post this in the first place you spell BADDER than i do.
Thank You Art! I like this site
If the PPS jump today was because of bill in congress for DNA testing, why did not ORCH jump also they had low volume?
Is it because congress may have a bill for 1 billion dollars for DNA testing, someone please say it true or not.
Who every is doing this is doing it at 10,000 to 100,000 shares at a time at the ask. We do not know what to think.
Who told everyone to be quiet did a good job it working.
No buying or selling. what is happening someone?
We sold the last of my company shares today could not let it get lower. Sorry GO DNAP
We keep adding to my company stock of DNAP!
Arch that was my company ,we feel like something is going to happen right away!
Scientists set goal of 1,000 dollars for individuel DNA sequence. Saw this on Yahoo In the News Sept 07 2003. Does not say DNAP but it says there has been signs of headway on several fronts. This sure sounds like DNAP am I right or wrong on this???
We did not sell DNAP today. We had planned to start selling this morning 100,000 each time till we sold all. We still have doubts,but we are in this till the end good or bad. Go DNAP.
Someone please tell me if DNAP top people are full-time or part-time and did we give them 70 million shares to be part-time people. Please tell me NO. Thank Yall.
What wrong with DNAP ? Being on Stern radio show has not help the PPS yet at .062. I am not a basher of DNAP. I have alot of reasons to see DNAP do good not just for money. I have a brother who needs DNAP help NOW. And yes we do have a large amount of DNAP stocks.
DNAP down to .063!!!!!!
ORCH up 20 cent!!!!!
First DNAP should not have said anything in public about ORCH having problems!!!! Second we need news (money) from Sarasota!!!! Think about.
Just a short bit of news. ORCH stock up .13 this am on revenue news. Last info from DNAP, ORCH was on the verge of BK. Any comments?
Arch, thanks for the "news". One thing, in the real world a company of this magnitude cannot survive on $50,000 a year contracts. Also, most contracts are paid for over a period of time. Another thing, article of 8/19 noted the administrative costs have risen. That just happens to be a personal pet peeve with me. Why do most public companies increase these costs (mostly salaries) and let other things come second? Sounds like a governmental program to me. Create jobs and tax little people to pay for it. Remember, just my PO.
SARASOTA cannot keep selling shares to fund company.
One thing I forgot, why do you think calling the PR dept. is the way to get the correct facts. IMO the PR department of most companies is there to provide positive information from the company to the public. Am I correct??
Understand, that we strongly support the technology & knowledge that DNAP has, but we are beginning to lose faith that anything will ever come about to help us the investors.
Any positive news of immediate revenue?? Seems like we're losing ground.. ORCH deal.
DNAP has many deals in the works, that is very good news. BUT, you have to have a deal actually GO THROUGH and CREATE REVENUE for it to be successful. Personally a businessman for 30years+ and if I had waited for the future before I made any concrete decisions, I would still be waiting. Take nothing for granted, in the real world you must be willing to take chances. For instance, what are we doing in the stock market?? Taking an educated chance on someone else's ability to make decisions for the good of everyone involved with the company.
It's been 3 years, how much longer must we wait?????
Now let's get this straight.....If DNAP is not trying to get contracts, then where is the funding going to come from?????
It cannot come from SARATOGA selling shares!!!!!
If they keep selling shares and making the pps drop (currently .06), then there'll be nothing left. We'll be here still looking for the future and the future will be passed us by. Get with it DNAP, you have real people's FUTURE in your hands.
IMO this could turned out to be just another company that keep looking to the future but the future NEVER comes!!!!!
DNAP do something even if wrong !!!! If you stand still someone will step on your toes. Example ORCH!!!!!! Its been THREE years!!!!!!
Did not DNAP say that ORCH would be BANKRUPT soon!!!!!!!!
Orch gets deal with UK Sept. 03 2003 Come on DNAP lets go, stop talking about the future the future is now. Its been three years!!!!!!!!!!