Pete, good to see you OK.
Catty, Pete, Don't you think Prof. should be reinstated?
The Man has money invested and he is the asset to this MB.
We need him back!!! I don't think YMB is worth anybody's time.

That was RG who reported Professor's ban


http://investorshub.advfn.com/boards/read_msg.aspx?message_id=83613818

http://investorshub.advfn.com/boards/seeBans.aspx?boardid=4500

VoS, Da merger will drag PPS to new all time lows, under $1.
But as some say its accumulation........ my foot.

3rd RS will put most here in such a deep hole, they will NEVER recover!!!!!
1:5 RS? PPS will need to go to 37 after RS for some to just brake even.
Don't get angry....... People!!!!Get even. NO RS!!!!!!

BioSante may elect not to undertake a reverse stock split.

By giving up just this crazy idea, PPS will shoot up!!!JMHO

Rusty, $40M is to be divided by OS at Da merger time.

BTW; maybe they are listing to negative BPAX SH outcry against R/S

BioSante may elect not to undertake a reverse stock split.


By approving this amendment, BioSante stockholders will (i) approve a series of amendments to BioSante's certificate of incorporation pursuant to which a one-for-two, one-for-three, one-for-four or one-for-five reverse split of BioSante common stock and BioSante class C special stock will be effected, and (ii) authorize the BioSante board of directors to (a) file only one such amendment, as determined immediately prior to completion of the merger in the manner described herein and (b) abandon each amendment not selected. In addition, BioSante may elect not to undertake a reverse stock split.

Yes that's it 40M divided between 26M OS For BPAX SH .

Rusty , CVRs are going to follow LibiG they wont be canceled. They are attached to Investor, not shares which leaves shorts off the hook.They are non-transferable, Non-tradable!!!!
So now we have the situation probably cosing even more sale off.
Past the day of record one can dump the shares while putting CVR's in the closet hoping one day they are going to pay???
However, That day if LibiG will become huge multi billion success
CVR will be worth???? Yes Sir $1.64 !!!!!!!!!
Unless you will own shares of future Company bringing LibiG to the market.

Maam, You are the one who is digging up a lot of materials indicating there were a lot of moving parts prior to Da merger. Analyzing all this you should have strong opinion about "fairness" of ongoing deal. However I have to admit I was not getting this strong conviction to this point.
Now you seem to make good step with this email. I don't hold my breath for Mr. D. response, Maybe Simes will take a shot at this. He seems to be now in control, authorized to all Investors relationship. Let's see.
We can blame current PPS on manipulation, market lack of understanding this deal but even yesterday's market reaction to S4/Proxy filing proves Da Merger is not favorable/fair for BPAX investors. Inspite of this some People still want to vote yes????

I would really like to see the transcript of negotiations with ANI.

Wake up People SAY NO TO da MERGER.

What is behind this intentional delaying of final safety reviewing?
How does it look that making public summery of long time study needs to take this long as long as additional efficacy study?
SEC should really get to the bottom of this manipulation!!!!
Parties involved keep the PPS low to force high ratio of RS on purpose?

Maam, Well, let me try. First of all considering BPAX portfolio, what it brings to the future, LibiG, royalties from approved products, GVAX, 30 M in cash(18M?). Strong R&D scientific team. Biosante actually provides for The Merged Company strong growth potential. The fuel for production segment of new company
BPAX, ANI ratio should be in majority lines 53/47
However, Biosante BOD have not proved itself, has' been one big disappointment for BPAX SH's in the past and to be consistent with my negative views expressed many times before on that subject, I would like to see new Management, and 3:4 BOD.
Maybe way I see it, is simplistic but JIMHO it would be more acceptable for BPAX SH's. With a set up like this I would not have problem even with RS.

Maam, I know I sound like broken record, I don't see the merger as all bad deal except for very bad terms for Biosante SH's.
this is basically a hostile take over. Period.
47%, 2:5 BOD, undervalued portfolio, RS, Cash.

No way I would vote for this!!!!!

RG. Are you serious? IS THAT TRUE ?

"also, nutsy got banned yesterday, don't know what he said, but there you go, in case anyone was wondering where he is.
-RG"

Now talking about strange things!!!!
He got a little overboard few times before, this time with R3D yesterday, but banning the man for that?

MR. Moderators it is wrong!!!!!
The way the things go here we all are very frustrated,
I understand your role on MB, BUT GIVE NUTSYPROFESSOR ANOTHER CHANCE PLEASE!!!!!!!

Snup, I was wondering about your PR expectations? I mean you never know whats cooking right now. They probably still don't have votes.
Don't worry you gonna get a lot more of buying opportunities here. Guaranteed

Prof. There you go again. Personally I don't question common sense of the merger. My problem is with the terms of the merger and transparency of the merger. Are you saying those things make you comfortable. Our management prooved more then once they are not trustworthy.

OK, maybe I am gonna regrat but I take a shot at 5K at 1.26

Hi Prof. A serious question for you. Is there anything that keeps your shade of trust in BOD and CEO honest intentions towards SH that would be us? Because I have NONE!!!

VoS, when LibiG efficacy study failed due to incorrect design of data entry into the Ledger, at least thats what we were told. Simes was supposedly meeting with FDA to review and clarify the mistake. FDA was partially at fault in designing the study. I don't recall BPAX ever has reported to SH outcome of that meet. However FDA recommended 2 new additional efficacy studies. We discussed here then possibility of filing for NDA to force the issue with FDA but as you know BOD chickened out and started to wave the white flag.
(looking to get out by merger). I don't think in the fist half of 2012 anybody here would even suspect we gonna bend over and .....you know ;o). I'm really shocked how easily we got outmaneuvered by BOD. Now we are being conditioned to go along.

Maybe it is naive on my part but if retail would hold the position they gonna have work really hard to get over 50% votes for this merger, market doesn't seem to be ecstatic with it either.
JTFM has a point if no merger before Big Boys will report their new positions in BPAX in Feb. that will sand a shock waves to PPS??
SAY NO TO ANI MERGER !!!!!!!!!!!!!!!!!!
FILE NDA FOR LIBIGEL FDA APPROVAL!!!!

MR.Simes must be looking at some other stock chart saying this

Happily the safety data to date suggest the LibiGel is safe for women in the doses used in the safety study. However our board determined that the merger with ANI was a lower risk alternative for our stockholders to realize value in the near-term than funding new LibiGel efficacy trials at this time especially given the depressed value of our stock due to the announcement of the efficacy data back in December 2011.

Give me a break, How his brilliant merger has improved PPS?

Depressed PPS value due to failed LibiG efficacy study?

HELLOOOOOOOOOO!!!!!!!!!!!!, He announced ANI merger 4 months ago and we are sitting near all rime low for crying out loud.
What's wrong with this Man, whats wrong with some People here.

SAY NO TO THIS ANI MERGER!!!!!!!!!!!!!!!!!!

VoS, The structure of ANI merger is a slick design to confuse retail Investors meaning you and me and maybe even Prof. to vote for this tricky going nowhere for us merger. BPAX BOD want to give company's cash and portfolio away but wont take chance with giving another 6 months efficacy study a chance? WTF???
Why not to include in proxy additional option If Biosante should go on on its own with LibiG? We still have over 30M in the bank!!!
After spending 200M in LibiG development additional 36 is a peanuts. That would be a gutsy move on the part of BOD instead of waving the white flag.

This Simes answer infuriates me the most what a leader???
Maybe he is up for some WH position?

"If we are sitting on a successful safety study, why not release the news.....PPS should see very positive results. Then do a offering to raise 40 mil for two new efficacy trials" ? Or partner with large Pharm.

Happily the safety data to date suggest the LibiGel is safe for women in the doses used in the safety study. However our board determined that the merger with ANI was a lower risk alternative for our stockholders to realize value in the near-term than funding new LibiGel efficacy trials at this time especially given the depressed value of our stock due to the announcement of the efficacy data back in December 2011.

SAY NO TO ANI MERGER!!!!!!!!!!!!!!!

Prof. where does it say about royalties for CVR holders?
CONTINGENT VALUE RIGHTS

General

Under the terms of the merger agreement, BioSante has the right in its sole discretion to distribute and issue contingent value rights (CVRs), to holders of BioSante common stock as of immediately prior to completion of the merger. As of the date of this joint proxy statement/prospectus, BioSante plans to distribute and issue CVRs to holders of record of BioSante common stock as of approximately one business day prior to completion of the merger. BioSante expects that one CVR will be issued for each share of BioSante common stock outstanding as of the record date for the distribution of the CVRs. Since shares of BioSante class C special stock are not entitled to receive any distributions or dividends, holders of BioSante class C special stock will not be entitled to receive any CVRs, if CVRs are issued.


Contingent Value Rights Agreement

BioSante plans to enter into a contingent value rights agreement with Computershare Inc., as rights agent, for the purpose of establishing the terms and conditions of the CVRs and the procedures by which payments, if any, will be made to the CVR holders. The form of the contingent value rights agreement is attached as Annex F to this joint proxy statement/prospectus and is incorporated by reference into this joint proxy statement/prospectus. BioSante and ANI urge you to read the form of the contingent value rights agreement carefully and in its entirety.


Material Terms of the CVRs

The CVRs will not be certificated and will not be attached to the shares of BioSante common stock. The CVRs will be nontransferable, subject to certain limited exceptions as set forth in the contingent value rights agreement. The CVRs will not represent an equity or ownership interest in the combined company or otherwise, and CVR holders will have no voting or dividend rights. The rights of CVR holders will be limited to those rights expressly set forth in the contingent value rights agreement.

Pursuant to the contingent value rights agreement, CVR holders, under certain circumstances, may have rights to receive a portion of the net cash proceeds actually received by the combined company in connection with a LibiGel transaction. A "LibiGel transaction" for purposes of the contingent value rights agreement means a full or partial sale, license, transfer or other disposition entered into by the combined company with respect to the LibiGel assets. The "LibiGel assets" for purposes of the contingent value rights agreement mean the intellectual property rights and know-how and related assets, that currently are or have been used in the research, development and manufacture of BioSante's LibiGel product, a proprietary transdermal testosterone formulation subject to a license agreement with Antares Pharma Inc., including all BioSante generated regulatory filings, clinical and non-clinical safety, efficacy and pharmacokinetic data, compiled by or on behalf of BioSante in connection with the development of the LibiGel product.

Subject to the terms and conditions of the contingent value rights agreement, if the combined company consummates a LibiGel transaction within the 10-year period following completion of the merger, CVR holders will be entitled to receive cash payments equal to such holder's pro rata portion of 66 percent of the net cash proceeds actually received by the combined company in connection with such LibiGel transaction during the 10-year period following completion of the merger, up to an aggregate of $40.0 million. If the combined company does not consummate a LibiGel transaction during the 10-year period following completion of the merger, no cash payment will be payable to CVR holders.

Under the contingent value rights agreement, the combined company's only obligation will be to act in good faith in connection with: (1) any continued operation of, development of or investment in

170

Prof, you are good, What happens when new company ANI will sell LibiG to lets say ABBV. Do you have ABBV shares? Thay go on with approval, get approved. Then what? we get up to 40M thank you very much. ABBV SH will surly have the last lough all the way to the bank. wHY DONT THEY GIVE US 40% OF THE LIBIG FUTURE? How about that?
While we gonna be proud but Fuc...d ANI shareholders.
Don't you see this scenario?
SAY NO TO ANI MERGER!!!!

Maybe this is a reason insiders don't buy any BPAX shares? They know what is coming. Sure I know response here because of Da merger they can't, or they don't want to.
Wondering what shares are they buying?

Jeff, ask Simes point blank if in case of sale Libi to 3rd party and later FDA approval with big potential market value all we gonna get is frigging CVR up to 40 M? I can't even imagine this crap.

Jeff, after RS its gonna be 6, 8, 12M OS?
BPAX will have nothing to say with 47% or 2 : 5 BOD.
If they sale LibiG. all we eventually gonna see is up to $40M.
No kidding!!!!!

Spunky, You hit the nail on its head, CVR's its just the gimmick to convince SH to approve ANI merger, that is what I keep saying all along, Prof. doesn't seem to get it.

"The new combined Co then may, may not invest on new efficacy trials. [ unless of course use P&G effiacy results under 505 a ?] spend 30-36 mil to complete the two trials and then release final safety results ? On the surface i am sure you can understand how this just does not seam right. As a concerned shareholder, i would very much appreciate some explanation as to how this decision is in the best interest of Biosantes shareholders.

You are quite correct that the merged company could decide not to conduct the required efficacy trials and may choose to license out or sell LibiGel to another company more able to fund the trials. That is where the CVRs come in."

"For clarity, this means that we are CAPPED at 40 million for any sale of Libigel properties. To achieve that, we have to get about 60 million outright. THEN, we get 47% of anything beyond that. Only IF ANI develops Libigel. So if they sell it, we get 66% of whatever the sale price is- but only up to 40 million, then NOTHING. Or if someone buys the Libigel package for 200 million. Guess how much we get? Do the math"


"If we are sitting on a successful safety study, why not release the news.....PPS should see very positive results. Then do a offering to raise 40 mil for two new efficacy trials" ? Or partner with large Pharm.

Happily the safety data to date suggest the LibiGel is safe for women in the doses used in the safety study. However our board determined that the merger with ANI was a lower risk alternative for our stockholders to realize value in the near-term than funding new LibiGel efficacy trials at this time especially given the depressed value of our stock due to the announcement of the efficacy data back in December 2011.

Translation: We thought giving away all our cash and cutting share holders out of THAT value by 50% plus reverse splitting them, then capping their possible Libigel value in hopes of a quick sale was the best choice. Obviously, BPAX does not believe that they could have brought Libigel to market with approval before dying on the vine.

Jeff, nice job, interesting not even once reference to S-4.
After knowing the results of previous 2 RS how with the straight face can he give you this BS answer.
RS will dilute..........sooner or later.

"Assuming if the merger goes through, we the existing SH poss go through another RS , resulting in passing our share over to to ANI.....[ dilution ]

Please note that there is no additional dilution to BioSante stockholders due to the potential reverse split. BioSante stockholders will own approximately 47 percent of the combined company AFTER the reverse split".

Of course Prof. will come to RS rational rescue.

Closing around 1.42 would be nice

Rusty, new buyers will make the best here!!!
Double digits soooooon. Simes said so!!!! Don't you believe Da man??
Great Board Of Destruction (BOD) working overtime on the best deal ever. You bought it back to early? haven't you? Me too, it happens, take it easy.

Pete, don't you worry about a thing. Good luck Man ;o)

Prof, I agree, besides It makes me wonder how perfectly shorts timed out so many Calls so much in advance. I mean it looks suspicious. Now, could be they are covering slowly not too spook the market? Calls expire worthless, short position covered.
Thank you very much Mr. Simes, enjoy your ANI merger. ;o)

Snup,
Q:
Why is the proposal to amend BioSante's charter to effect the reverse stock split included in this joint proxy statement/prospectus and is it necessary for the completion of the merger?

A:
It is expected that immediately prior to the effective time of the merger, BioSante will effect a reverse split of the BioSante common stock and BioSante class C special stock at a ratio of either one-for-two, one-for-three, one-for-four or one-for-five (with the exact ratio to be determined by BioSante and ANI immediately prior to completion of the merger). The reverse stock split is intended to ensure that the listing rules of The NASDAQ Stock Market are satisfied in connection with the issuance of shares of BioSante common stock in the merger. Under the listing rules of The NASDAQ Stock Market, the combined company must file an initial listing application in connection with the merger and comply with the initial listing rules of the applicable NASDAQ market to continue to be listed on such market following the merger. BioSante common stock is required to be listed on The NASDAQ Global Market or The NASDAQ Capital Market as a condition to closing the merger. The initial listing rules of The NASDAQ Global Market and The NASDAQ Capital Market require a company to have, among other things, a $4.00 per share minimum bid price. Because the current per share price of BioSante common stock is less than $4.00, the reverse stock split is necessary to meet the minimum bid listing requirement.

Jeff, that's a joke right?? Let me know what are we drinking tonight?......maybe I catch your drift.

"BOD and management team. They always had a rep of being a Shareholder friendly Co... Lets see how friendly the are"

95% loss of Value? 2xRS, at the end BOD showing us a middle finger?

Shareholders Friendly !!!!! wink, wink!!!

Hi Jeff, what caused the spike in PPS and volume on 17 of September?
I don't remember we figured that one out.
K. Tang pulled out with loss after this. What made him do it?

Yeah!! but we paid for the tickets, some even for the best seats. Who knows maybe there was some night vision recording equipment installed, so we may at least see the replay ;o)
to find out how we got fooled.

This is the game with all players wearing the same outfits,
using invisible ball, without a scoring board.
All to confuse the Fans (SH)

Prof. Man you are naive, Simes in any case is going out with the bang ........The Bang in his bank account that is.......!!!!!!!

"Remember, Mr. Simes would love nothing more than to go out with a bang, meaning, to go out knowing that all these years and millions of $$ later, he finally brought Libigel to market"

From the first minute I saw Da merger announcement I said It's a Fake, fonny, fraud. It looks that Spanky was absolutely right in the spring when he was calling for law suit, then.......every single 2012 company activity showed and may prove, BPAX BOD has no regards nor good plan for Long time supporters.
Now, it's a one man show. Simes is in charge of everything, even responses to MB inquires. Is he cleaning the offices too?
Probably nobody else wants to put out any more lies.

Macerimmer is right lets show the unity and flood SEC with complaints before we gonna be taken to the cleaners. I'm ready NOW.
It is a disgrace that public company would withhold a valuable information while giving company away.

JTFM, good plan, go on, absolutely.
BTW, has September 17 spike anything to do with SEC correspondence?

Pete, I find Prof. "advice" to sell counterproductive, don't you think that's exactly what forces behind the merger are looking for?
If they want the merger to go through????? I don't see anything wrong with Longs expressing their scenarios and understandable frustrations. Some People holding for long time I sure will get some better opportunity to sell. People working on faith of BPAX don't want to put it in BK. If ANI Merger is the way out. So be it. Although silly me I still believe there is too much potentials to Biosante to end up on shelves of some second tier production company. Management seems to work on some deal for long time. I'm sure they are aware of danger if the deal wont jive with the market.
bad deal, bad RS would kill the whole long effort to secure the future of the Company.
One think is for sure whatever happens with whatever deal they better have PR cannons loaded with solid ammo(GREAT NEWS) to attract positive attantion then I would think if one decides can't take it any longer ??????? get out.