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I imagine that ronin could have been in the position to take advantage of an avid spin out given his main interest was in avid and mgmt sounded like they could part with avid. Mgmt would win by keeping hope alive and the gravy train running for two more years.... but ronin did not.... and ronin did not sign a confidentiality agmt which would have hampered his ability to kick butt... and my guess the discussions could have been about a deal for avid.... so does ronin think there's value in the IP? my guess is he wants to find out because that is gravy to him...
i wonder what is going on behind the curtains.... what is the next act like? comedy or tragedy?
I spoke with Tappan a while back before they increased their position. They basically gave the IP zero value in their evaluation and at the same time hoped they were wrong. Some of the telling signals they said was the BOD took cash vs stock. If the IP was so valuable, they would have taken stock. And the fact that they owned very little after so many years and had the best access to information was telling. They also thought AVID had a lot of potential. So the argument that the IP is so valuable is not supported by the folks that have front row private seats.
At the time I spoke with them they were on the sidelines waiting for Ronin's next move which was shortly followed by Ronin's letter to shareholders. Soon thereafter Tappan increased their position. They did their homework on Avid and also said Ronin is a good investor and the reputation is that he does his homework. I would expect that several more large investors will jump in once the current BOD is removed from the scene.
I also find it interesting that mgmt wanted to part ways with AVID and hang on to the IP which is a good sign that the IP probably has value (in capable hands). The drag on the company IMO is the BOD and the reputation they have in destroying value while gorging themselves. But that's what parasites do. All imo.
another good article...
http://www.fiercebiotech.com/biotech/armo-taps-celgene-gv-for-67m-to-fuel-late-phase-i-o-r-d
and pphm has lag3 preclinical data...
Suggestions of synergies between LAG-3 and PD-1 have led a who’s who of immuno-oncology players to move assets into human testing. Bristol-Myers, Novartis, Regeneron and Tesaro already have LAG-3 drugs in the clinic. Yet, as with its PD-1 program, Armo and its investors see value in moving a LAG-3 candidate forward for use in an anticipated slate of combination therapies.
lots of folks chasing car-t solutions.... sit on the sidelines or get in the race... the starting gun went off some time ago...
http://www.fiercebiotech.com/research/hit-and-run-gene-therapy-nanoparticles-could-enhance-car-t-treatments
yes the rat ears were well protected.... seems like confirmation is needed in humans or PETA gets some law passed protecting rat ears for value to materialize....
and some value will materialize if and when someone steps up with a plan and dollars to go with it
at what point does the carrier deny coverage when mgmt refuses to correct the problem that is well documented by ISS?
but they can rent a space or room at the same hotel and put on a little dog and pony show... can't they?
we need to chase the clowns out of town...
and if you look at the chronology of the mtgs/calls etc, it appears that Ronin has determined that the main problem of the company is the BOD... and the BOD's response of basically take a hike.... not surprising...
very astute and I've been on that wagon for a long long time....
as i recall saying the main problem with the company is the BOD and the only ones that can fix the BOD is the BOD and therein lies the problem... the BOD has not faced a challenger like ronin before...
and there was resetting of some options granted .... from $1.18 to $2.43 presplit...
i could get more than zero for the ip... how much and structure...
does msk poster carry any weight...
http://www.investors.com/news/technology/analysts-mixed-on-gilead-kite-but-one-key-rival-stands-to-benefit/?src=A00220&yptr=yahoo
if a drug requires an approval of a trial to "deem" its value, the failures are exactly that... failures.... unfortunately the fda does not hand out participation trophies. so until a plan is put forth as to how to get beyond failure and how to pay for it, it has little value in the market...
and the plan has to be transparent, and believable and verifiable...
the "avid profitability in x months" story was a joke... no numbers, no details, no definition of profitability so analysts could review... Is it a one dollar profit for the company or fifteen cents a share? .... and many took that line ... wake up folks ... accountability is at the doorstep...
yes... and why create value now? wait until your own guys are in before exploiting value.... set the options low... we already know the game but the current numbnuts could not deliver.... i had no problems with them making money as long as i made money... but my money paid for their big money.... not supposed to work that way and there are consequences for failure.... my guess is team ronin thinks they have this in the bag and just putting the squeeze on mgmt.... if they had doubts they would be addressing bavi ip issues for the vote.... and there are issues given current bod takes cash over options.... markets understand signals and that action puts a big question mark on the IP.... and i wonder how big stafford's rolodex is compared to the three stooges... almost like football season is starting... team ronin vs team parasites...... what is the spread?
i hope he is and i hope i benefit from his connections and plan... i hope others are in on the plan like novartis ... and i hope they get rid of the BOD and change mgmt... sk could make himself useful and as much as he was part of the BOD, if he saves his butt ok... and if he gets dumped, he did it to himself....
would love to see the IP validated right after the parasites are removed...
charlie brown's well earned revenge...
as bad as you make out saiid to be, his resume has ten times the biotech experience of the current bod... unless you count pillaging shareholders and destroying companies as "experience" like the amended 10k does...
a change of control triggers some 2 and 3 year payouts..
if ronin is successful in gaining control of the BOD, will that trigger the payouts?
We also believe that severance protection triggered by a change-in-control allows our executives to assess a potential change-in-control objectively, from the perspective of what is best for our stockholders, without regard to the potential impact of the transaction on their own job security. We use a “double trigger” with respect to benefits that are to be provided in connection with a change-in-control. A change-in-control does not itself trigger benefits; rather, benefits are paid only if the employment of the executive is terminated by us other than for cause or due to the executive’s death or disability during a specified period before or after a change of control. We believe a “double trigger” benefit maximizes stockholder value because it prevents a windfall to executives in the event of a change of control in which the executive retains significant responsibility as defined in his or her individual agreement, while still providing our executives appropriate incentives to cooperate in negotiating any change of control that may put their jobs at risk. Further, we believe the severance protection offered under the employment agreements is balanced with the interests of the Company and its stockholders, as the executives are bound by non-disclosure, non-competition, and non-solicitation arrangements and must execute a general release in favor of the Company as a condition to receiving benefits under these agreements. None of the agreements include any tax gross-up payments for “golden parachute” excise taxes. All of the Named Executive Officers are “at will” employees.
interesting... from amended 10k.... is this a joke?
CJ
The Board of Directors concluded that Mr. Johnson should serve as a director in light of the extensive public company finance experience that he has obtained through serving on our board and audit committee and the boards and audit committees of Patriot Scientific Corporation, CryoPort, Inc. and Ecotality, Inc., which represents over an aggregate of 37 years of combined public company board experience.
DP
The Board of Directors concluded that Mr. Pohl should serve as a director in light of his extensive corporate governance experience.
ES
The Board of Directors concluded that Mr. Swartz should serve as a director in light of the extensive experience in corporate finance, including equity and debt placements, that he has obtained through his 34 years of experience in that industry.
And while you are at it.... please list the biotech experience of the current BOD.... that's if you can find any...
nice try....
http://www.prnewswire.com/news-releases/delmar-pharmaceuticals-appoints-saiid-zarrabian-to-the-board-of-directors-and-names-dr-erich-mohr-as-chairman-300485823.html
Saiid Zarrabian comes to DelMar with over 30 years of senior executive or board member experience for multiple public and private companies, culminating in the creation of more than three billion dollars of shareholder value.
Mr. Zarrabian is currently serving as an advisor to Redline Capital Partners, S.A., a Luxemburg based investment firm. Mr. Zarrabian has previously served as Chairman and member of the Board of La Jolla Pharmaceutical Company during the company's transition from an OTC listed company to a successful NASDAQ listed company. Mr. Zarrabian previously served as president of the Protein Production Division of Intrexon Corporation, a synthetic biology company; as CEO & member of the Board of Cyntellect, Inc., a stem cell processing and visualization Instrumentation company until it's sale in 2012; as president and COO of Senomyx, Inc., a company focused on discovery and commercialization of new flavor ingredients; as COO of Pharmacopeia, Inc., a former publicly-traded provider of combinatorial chemistry discovery services and compounds, where he also served as president & COO of its MSI Division. In addition, Mr. Zarrabian has served on numerous private and public company boards, including at Immune Therapeutics, Inc.; Exemplar Pharma, LLC; Ambit Biosciences Corporation; eMolecules, Inc.; and Penwest Pharmaceuticals CO. His other experience includes COO at Molecular Simulations, COO of Symbolics, Inc., and as R&D Director at Computervision, Inc.
novartis .... has done deals with xencor... and a major car-t player...
just have to wait until the current BOD is flushed down the toilet...
two good articles
http://www.fiercebiotech.com/biotech/gilead-strikes-12b-takeover-kite-setting-it-up-to-build-novartis-challenging-car-t-cell
http://www.fiercebiotech.com/biotech/novartis-buys-xoma-s-failed-il-1-drug-at-a-knockdown-price
i don't see any deals happening until after the current BOD is removed from the scene.... but CJ will probably be available for private one on one gazes
Agree... the current BOD stated in the DS settlement that they wanted to hold off on adding to the BOD until bavi was approved by the FDA. Per confirmation from Diaz, the company had not even filed an application and would require more trials. So in essence a couple of years before they are subject to additional oversight (this position was before ronin shows up). Now if the current BOD wants to expand the BOD with themselves on the ballot, its only purpose is for them to remain entrenched.
So right now we are caught is catch 22 and hopefully Ronin and other institutions can remove the BOD. The catch 22 is the BOD won't do a deal that takes away control (and the gravy train) and BP IMO won't do a deal until they have control and get rid of the gravy train. And why would a David Pohl want to do a deal with only 286 shares and risk losing $400 k per year?
The current BOD has to go and must have zero influence on the company other than their voting right of the shares they own.
And? is this part of the connect the dots program? eom
have no problem with russian mobsters removing current BOD... if that option is available on the proxy, i'm voting for it...
They still add zero value (more likely still take away value) even if you paid them zero...
$144k is avg dir total comp for small cap (less than $1 bil MC)
http://www.fwcook.com/content/documents/publications/11-30-16_FWC_2016_Director_Comp_Report.pdf
so the current BOD is indeed sacrificing by agreeing to compensation 278% higher than peer group.... but they are uniquely qualified in the have no experience in the field the company operates in... biotechnology...
And this comment from KT...
"Long investors need to keep in mind that the "overcompensated current PPHM BOD" is now subject to a compensation Settlement Agreement, but this BOD also knows what is in the PPHM proprietary technology vault."
And DP owns 286 shares.... is the vault empty?
continuation of DS hearing transcripts
first part of VC Laster comments
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=133887645
continuing on:
In 2014, the outside directors awarded
themselves between $194,000 and $254,000 in cash each,
plus option compensation worth about, again, $295,000
to $300,000, roughly 245 percent of peer company compensation.
Similar numbers in 2015, between
$292,000 and $354,000 in cash to the outside directors
plus $385,000 worth of option compensation.
I don't know what really happened
here, because my job at this hearing is not to decide
facts. I don't have a full record. Presumably there
are some explanations. But as I said at the outset,
these are claims that are very strong. This is a
board that, at least as alleged, is benefiting itself
in a manner, both procedurally and substantively,
completely divorced from how it is treating others.
My personal view is that when you see somebody who
thinks that it's fair to treat someone else in a
particular way and then decides that, when they're
dealing with themselves, they should get a lot more,
that's usually someone who has a cognitive blind spot.
This was also not information that was
adequately disclosed to the Peregrine stockholders.
In August 2013, the board solicited approval for the
board's reelection, as well as an amendment to the
stock incentive plan. The proxy described the
December 2012 issuance, but it represented that the
exercise price was equal to the fair market value of
Peregrine's common stock on the date of grant.
That was technically true, in that it
was priced at the stock market price on the day of
grant, but the stock market price was not reflective
of the fair market value on the date of grant because
the results of the internal review were nonpublic and
had not been announced. So that disclosure was simply
not accurate. Again, perhaps the plaintiffs failed to
tell me about some other way that that information
went into the market. But to the extent that that was
the state of play, that disclosure was false.
On October 10, 2013, the plaintiffs
filed their initial complaint. They alleged a breach
of fiduciary duty against the defendants, unjust
enrichment, and also, claims for breach of the duty of
disclosure. There was relatively little activity in
the case. There was document production. At that
point, after document production -- which is what the
amended complaint is based on -- the parties went into
mediation. They accepted the mediator's
recommendation and reached a settlement.
The settlement is as follows: The
individual directors have agreed to pay $1.5 million
in cash to Peregrine. The defendants agreed to
reprice 1,600,000 of the December 27th options from
$1.18 per share to $2.43 per share, which was the
closing price after Peregrine announced the results of
its internal investigation. Peregrine canceled the
250,000 options that exceeded the limit in the 2011
plan.
Going forward, the defendants agreed
to cap the outside directors' compensation at the 75th
percentile -- not the 50th percentile, but the 75th
percentile -- which is $400,000 each a year for two
years. And then there are also corporate governance
enhancements. These include the appointment of an
additional independent director -- not immediately,
but on approval of the company's major product -- the
retention of a compensation consultant to review
option grants and the outside directors' pay, the
establishment of a specific time per year for annual
equity grants, so that you don't have the opportunity
for this type of convenient spring-loading, the
appointment of a chief compliance officer, a
prohibition against granting options by written
consent -- which, in my experience, when options get
granted by written consent, it usually results in
people not actually paying much attention to what's
going on -- as well as additional disclosures in the
proxy statement.
I've gone through this in some detail
because, again, this is an account that should be a
learning experience for the people involved. The fact
that there was this case and that it got settled is
some evidence of the continuing efficacy of the
stockholder litigation mechanism.
yes but if JS and SW think they have the votes for a palace coup, what does ES bring to the party except taint? why appease him? and if you can get some clawbacks given the consultant recommended 20k in options and the BOD grants themselves 10 times that amount, the real negotiation would be we are outta here but don't chase us... my source says they are pretty confident in getting the clowns removed... all imo
When must a company hold its annual shareholder meeting?
A company must hold its annual shareholder meeting no later than 12 months following the end of its fiscal year. Please note, however, that most companies hold their annual meeting within six months of their fiscal year end.
https://listingcenter.nasdaq.com/Material_Search.aspx?cid=1,22,45,52,108,71,69&mcd=LQ
and if one randomly selected 3 bod member candidates from the phone book, we still would have a much better BOD than current bod... and the chances of having more biotech experience are pretty good as well...
to be clear... if ronin picks three replacements they are not "independent" because ronin picked them... and you want the current BOD to pick three "independent" replacements... how is this any different than ronin with respect to "independent"? ... trouble following your logic...
yes... only tappan is independent of ronin as well as other special situation investors... like bandera partners... a 13g attracts attention and other funds evaluate the investment rationale..
the special situation... poorly run company... solution... install new mgmt team... this is happening in slow motion... once the visibility improves (ie the current BOD is out the door), the SP will improve as institutions jump on the train...
could be but he has a significant investment in PPHM. and imo stafford has a somewhat fiduciary duty w/ pphm given his nominees for the BOD. so it could be win win... if bp intervenes it could be good as well... and maybe xencor actually has the skill sets and relationships with bp to get the ps platform off the bench... whatever stafford might be bringing to the party, it is better than the current cast of crooks imo...
xencor CC:
https://finance.yahoo.com/news/edited-transcript-xncr-earnings-conference-052758567.html
"Next, a quick update on our partnerships. 9 pharmaceutical companies and the NIH are advancing drug candidates either discovered at Xencor or they're relying on our proprietary XmAb Fc domains. This includes 7 programs currently undergoing clinical testing."
Stafford stepped away from the Xencor BOD but still owns a ton and has been buying more... xencor has a lot going on with their pipeline with a bunch of partners... Ronin filed form 4 on 8/18/17
so Stafford knows his way around developing the IP and can ask the right folks about putting PS IP in good hands...
AZN doing deals.... and science seems to be looking into the next frontiers... so the PS IP needs to be put into BP hands in order to advance the science if we are to see any chance of success... the slow play lane is being lapped as we speak...
http://www.fiercebiotech.com/biotech/astrazeneca-inks-respiratory-disease-mrna-pact-ethris
on another note...
say you get $500k a year for the status quo but have a chance to have your sp go up twenty fold but requires the $500k to go away... what would you do if you were getting the 500k and only owned 286 shares?
they have so much faith in the ip that dp owns 286 shares after how many years of involvement? and taking in $500 k per year all the while? so if ronin puts a question mark on the value of the IP, then current mgmt puts an exclamation point.... astronmical. not
but we should forgive them... they know nothing about biotech...
reason for extension for R/S was so they could do R/S after russell rebalance and keep it out of russell... they would have been in russell if not the $1 min price.... so they kept 20 plus million shares out of "inert" institutional investors (they don't go anywhere) where the only requirement for membership is basically MC and $1 min share price... either incompetent or corrupt? either way they need to go asap...
Mgmt blocked anyone trying to right the ship.... now hopefully they walk the plank
You just have to buy more shares than ronin to be the lead dog...
Some folks with the best access to the info on the IP own 286 shares. And we know the greed factor with some of those folks. What does that tell you?