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money4nothin...Don't know whether they will, but generally they could hedge against a devaluation of the dollar versus the euro by buying Foreign Currency option calls on the euro. That would effectively lock in the purchase price for the euro's they'll need down the line.
They have to pay a premium for the option, though, so if the expected relative rise in the value of the euro fails to materialize, they could lose up to the full value of the premium they paid for the option.
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54 different response type in 23 different drugs:
This association has been observed for almost every type of response (n=54) to almost every type of drug (n=23) examined, thus confirming that the inference of drug response can be accomplished, at least in part, through the inference of ancestral proportions.
I wonder if any sweaty palmed pharma execs have called DNAPrint in the past two weeks...lol
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I believe someone on this board was asking about PCSA a while back as it relates to the ability of DNAPrint to distinguish Native American ancestry from Hispanic, from Indo-European:
http://appft1.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FP....
[0113] There are clear differences in the patterns of chromosomal segment ancestry (PCSA) among persons with different ancestral histories (see FIG. 1). A series of AIMs across the chromosomes can facilitate the estimation of the most likely parental combinations that lead to the profile of sequences observed in a given person. One example of where estimates of PCSA is important is in the discrimination of persons of Hispanic ancestry from those having primarily European ancestry with some proportion of recent Native American ancestry. Indeed, this is an important determination as the political and legal rights claimed by and provided to these two groups can depend on their ancestry. Hispanic populations such as Mexican-Americans (MA) have approximately 30-40% Native American ancestry, while the balance is European with aminor portion (5% or so) African ancestry. A person who is one quarter Native American will have 25% Native American ancestry and, therefore, will overlap with many MA persons in his level of estimated ancestry. It is expected that PCSA patterns will be significantly different for these two cases and may provide some of the only genetic evidence that would facilitate an accurate definition of the ancestry in such a case. As disclosed herein, PCSA can be used in ancestry studies.
0114] An important step in these determinations is the phasing of the AIMs along chromosomal segments (see Example 2, FIG. 8; see, also Example 5, FIGS. 12 to 16). Phasing AIMs along the chromosome can be accomplished by several methods, including 1) estimation from the genotypes of the individual, 2) molecular haplotyping (e.g., allele specific PCR combined with genotyping), and 3) single sperm analysis (for female subjects the sperm of a male full sibling would provide the same profile). In addition, the disclosed methods allow simultaneous consideration of the two sex chromosomes (X and Y) and the mtDNA for ancestral inferences. AIMs are found on each of these sources, and can be informative for many of the questions regarding the ancestral proportions of a person and the population(s) from which a particular person is derived. For example, Hispanic/Latino populations have very high (65-100%) frequencies of Native American mtDNA haplogroups, while showing only a minority contribution from Native American populations in autosomal markers. Thus, for example, a person with reputed Native American ancestry on her father's side, with a non-Native American mtDNA haplogroup, is more likely not Hispanic than partially Native American as she may suspect, than were she to have a Native American mtDNA haplogroup.
There is some great stuff in that AIM Patent:
http://appft1.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FP...
Notwithstanding the power of AIMs for disease gene and forensics analysis, no studies have been conducted to elucidate this power. As disclosed herein, 1) SNPs or deletion/insertion polymorphisms (collectively referred to as AIMs) in the human genome that are of potential use for drug response, disease gene or forensics research were identified; 2) biochemical and genetic test results are provided that demonstrate these AIMs can be useful for disease gene and forensics research; 3) the usefulness of AIMs derived from systematic screens of the human genome in actual drug response, disease gene or forensics research is demonstrated; 4) the usefulness of AIMs derived from systematic screens of the human genome to make an inference as to whether an individual is susceptible to acquire a disease, or to not respond to a drug, is demonstrated; 5) the usefulness of AIMs derived from systematic screens of the human genome to make an inference as to whether a crime scene DNA specimen was derived from an individual of, for example, an 80% European, 10% African and 10% Asian heritage or some other ratio/mix is demonstrated; 6) the usefulness of AIMs derived from systematic screens of the human genome to infer the ancestral proportions of an individual from their DNA (e.g., whether the individual is of 80% European, 10% African and 10% Asian heritage, or some other ratio/mix) is demonstrated; and 7) the usefulness of AIMs derived from systematic screens of the human genome to infer the ancestral proportions of a group of individuals from their DNA (for example, whether the group, which can be a population sample, a family, or a clinically defined group of persons, is of 80% European, 10% African and 10% Asian heritage, or some other ratio/mix) is demonstrated.
[0108] The present results demonstrate that AIMs are useful for the applications described above, and the sequences exemplified herein, as well as additional AIMs identified using the methods disclosed herein, enable these applications. The AIMs and methods of the invention are useful for the study of human diseases, drug response, and physical traits and, therefore, provide exceptional commercial potential. For example, in this dawning era of personalized drug prescription and disease risk assessment, the markers and methods of the invention provide the tools needed to proceed in this fledgling industry. As exemplified herein, an individual's response to a particular medication was dependent on the degree to which that individual exhibited a certain population structure (i.e., was of certain ancestral heritage) in addition to, but irrespective of, the person's genotype for drug target or xenobiotic metabolism gene sequences. As such, the compositions and methods of the invention provide a means to predict an individual's likelihood to respond to a particular drug.
[0109] For example, in screen of genetic markers associated with patient response to the cholesterol lowering drug, Lipitor.TM., in terms of low-density lipoprotein (LDL) response, which is an indicator of favorable response, some of the most powerful markers identified for LDL response to Lipitor.TM. were gene types that are not immediately recognized as relevant for drug response, including, for example, TYR, OCA2, TYRP, FDPS, and HMGCR (see, also, Intl. Publ. No. WO 03/002721 (PCT/US02/20847), and Intl. Publ. No. WO 03/045227 (PCT/US02/38345), each of which is incorporated herein by reference). When combined with markers from genes that are biologically relevant for response, they augment the ability to make accurate inferences of response from the DNA. Each of these markers also is an excellent AIM, indicating that the linkage of the AIMs to drug response is likely a function of ancestral differences in response proclivity (see Example 5). As such, ancestral heritage can be predictive of favorable response to Lipitor.TM.. This association has been observed for almost every type of response (n=54) to almost every type of drug (n=23) examined, thus confirming that the inference of drug response can be accomplished, at least in part, through the inference of ancestral proportions. As such, it appears that the genes truly relevant for drug response are a function, at least in part, of individual ancestry, and that the gene sequences relevant for drug response are statistically linked with markers that are informative as to ancestry (i.e., AIMs).
[0110] Screening genomes for the true identity of genes associated with a particular trait such as drug responsiveness is extraordinarily expensive and time consuming. As such, the use of AIMs for making inferences about individual proclivity to drugs provides a significant short-cut for the rapid development of tests that can be used to match patients with those drugs most appropriate for their genetic constitution. Thus, in addition to being useful for the admixture mapping of disease genes, the disclosed methods and exemplified markers provide tools that can direct treatment protocols by clinicians. The identification of AIMs from publicly available human genome data, and the ability to effectively use the AIMs for the development of patient-drug classification sets, admixture screening panels and forensics tools, was accomplished using the disclosed method, including screening the SNP database (see, for example, world wide web ("www") at URL "nih.ncbi.nlm.gov") for AIMs; screening the AIMs against a multi-ancestral panel of DNA samples to verify those that, indeed, are good AIMs; using the disclosed statistical and software methods for using the AIM sequences to make biologically relevant inferences; and recognizing that an individual's likelihood to respond to a drug or develop a disease can be predicted through a knowledge of their ancestry, which, in turn, is indicated through the individual's AIM sequences.
retro...How about because that was specifically mentioned in the Dutton report earlier this summer? How about because the major holdup, IMO, has been the foot dragging by the FDA in releasing their pharmacogenomics guidance, first expected out by mid-2004, but now known to have been completed over a month ago, and finally expected to be released this month?
Here's the text from Dutton, four separate passages, that I find relevant:
...In making the reduction of deaths by adverse drug reaction a new mandate, the FDA is following a strategy set several years ago and aimed at the reduction of drug adverse reactions from chiral impurities in drugs. On January 31, 2003, the FDA released an initial statement related to pharmacogenomic tests in recognition that pharmacogenomics will enable drug treatments to be tailored to specific patient sub-populations. To facilitate the emergence of pharmacogenomic test and therapeutic drug co-development, the FDA has held a series of workshops to discuss the issues. By mid-2004, the agency is expected to issue a joint guidance statement with the Center for Devices and Radiological Health (CDRH) and the Center for Drug Evaluation and Research (CDER) outlining a pathway for regulatory approval of pharmaceutical therapy/pharmacogenomic test combinations. Definite regulations governing pharmacogenomics testing could come from the FDA during the 2005/2006 time frame. These guidelines and the likelihood of new regulations will press the pharmaceutical industry to analyze who is responding to a particular drug, and then develop phenotypic markers that are predictive of what will be a patient's personal efficacy profile. DNAPrint genomics is in the forefront of this new diagnostic field, now referred to as pharmacogenomic profile diagnostics. The company sees a substantial opportunity to commercialize pharmacogenomic classification products in partnership with pharmaceutical companies, leading to higher clinical success rates, fewer failed drugs, expanded patent protection and more focused cost-effective marketing..."
And:
...It is our opinion that pharmacogenomic diagnostics, driven by new initiatives currently being explored at the FDA, will play a rapidly increasing role in drug development within the next 2-3 years..."
And:
"OVANOME is one of two pharmacogenomic diagnostic products DNAPrint genomics has in late stage development. Ovanome is expected to be DNAPrint genomics' first pharmacogenomic product for predicting the response profile of cancer patients to treatment..."
And:
The discovery of these novel Taxol-response predictive SNP's has formed the basis of a potential collaborative agreement for the continued development of the OVANOME product...
Nothing concrete, but certainly reason to speculate that perhaps it's time is near. Dutchess isn't purchasing shares at 96% of market to lose money. JMHO
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W2P
frog...LOL
bigdrive...Thanks and good luck. Look forward to hearing what you find.
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Easyman51...Sorry, late night, but will try to give you my best guess tomorrow some time...lol
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DNAPrint presenting for the New York State Police (NYSP) next Tuesday:
http://criminaljustice.state.ny.us/forensic/trainingandfunding.htm#DNA
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Looks like they're doing some advertising:
http://64.233.167.104/search?q=cache:CJQDh_j5GCEJ:www.policeone.com/police-products/investigation/ma...
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Anyone a BusinessWeek subscriber? Looks like a new S&P Stock Report on DNAPrint loaded 11/01/04. Earnings and Recommendations:
http://research.businessweek.com/spreports_files/report_request.asp?Symbol=DNAP
Note: The stock report is comprised of five pieces - an analytic report, an earnings and recommendation news page, a tear sheet, a Wall Street Analysts opinions page, and an industry outlook page. Companies that have an analytic report do not have a tear sheet and vice-versa.
If anyone is a subscriber to the magazine you could access the report and let us know what it says...
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A little different twist in this article. I particularly liked this comment from Professor Lubbert:
http://www.icpeurope.net/services/document?id=BEP1_News_0000069114
"Forming such a close alliance with a US company is a significant milestone for Biofrontera," said Hermann Lübbert. "It provides us with substantial resources we need to move our products ahead in clinical development, and to establish the key clinical milestones which will form the basis of the future value of Biofronteral. We are excited by the recent progress in developing our lead product BF-Derm 1 for the treatment of severe chronic Urticaria, and the proceeds of this investment should enable us to bring this and other promising products to the market within the next three years.
"Improving the patient selection by DNAPrint's unique technology will render Biofrontera's clinical trials less costly and expedite the development of our drugs. We consider the ability to predict the individual patient's response to our drugs and extremely valuable addition to our effort in serving the patient's needs. Rapid success in drug development will move Biofrontera towards its goal of an initial public offering."
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These folks offering DNAPrint tests:
http://64.233.167.104/search?q=cache:_Xza_iPBTDoJ:www.adoptiondna.com/dna-ancestry.php+DNAPrint&...
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ann...I am not and never have been a board monitor here. Sorry...but good luck.
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stakddek...Actually, I believe that in calculating your losses you must first determine your net short term gains/losses AND your net long term gains/losses separately. You would then offset the net long term against net short term to determine the type of gain/loss to claim for the current tax year.
My understanding at least...
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GenomeWeb News about the NEW Guidelines:
http://www.genomeweb.com/articles/view.asp?Article=20041118810
Release of FDA Pharmacogenomic Guidelines Imminent: FDA Official
By Chris Womack, Pharmacogenomics Reporter editor
TORONTO, Oct. 30 (GenomeWeb News) - The US Food and Drug Administration's final guidance for pharmacogenomic data submissions is finished and will be issued as soon as final legal and other reviews of the document are completed, Larry Lesko, director of the FDA's Office of Clinical Pharmacology and Biopharmaceuticals said yesterday.
"It's done," said Lesko after an invited session on pharmacogenetics held at the 54th annual American Society of Human Genetics meeting, held here last week. "It's been done for about four weeks. There is no scientific reason it's not going out," Lesko added. He said he could not provide an exact date for the guidance's release.
Release of the guidance, which industry believes may spur the development and use of new pharmacogenomics technologies, has been delayed because of legal review and because four FDA centers that are "signing off" on the document, said Lesko.
The new due-date marks at least the third time the much-awaited guidance has been delayed. According to Pharmacogenomics Reporter, a GenomeWeb News sister publication, Lesko said in June that the guidance will be completed by the end of the summer. The regulatory agency had originally planned for it to release by June 30.
"We're in the final stages, and hope to release it [to FDA lawyers] by the end of July," Lesko said in June. "It has been reviewed, vetted, and discussed."
Lesko said the guidance would be reviewed by FDA lawyers, who would complete their job by the end of the summer. The draft guidance was released to industry in November 2003. Read the draft guidance here. Read about big pharmas' response to the draft here.
In March, Lesko had said the agency planned to have the document finalized for distribution by June 30. "This is a target date, and there are certain things here that I have control over," Lesko had said at the time. "But there are other issues that I do not have control over."
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bigdrive...Wash sale rule is 30 days...you are correct. eom
cosmic...Exactly...BTW, what did you think of the fact that Richard Gabriel is now listed as one of the company contacts at the end of the Biofrontera PR. If all we made was a simple equity infusion, why would Biofrontera do that?
After all, I didn't see Heilelberg Innovation, or the 3i Group mentioned. They didn't say, contact Prof. Dr. Lubbert....
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Of course, the other interesting thing about that PR (especially considering the recent arguments of our resident amphibian):
About Biofrontera AG
Biofrontera is aiming to become a specialty pharma business, initially in the field of dermatology, with internal research capacity to extend its drug pipeline. Major shareholders of Biofrontera include Heidelberg Innovation and the 3i group. DNAPrint genomics Inc., a genomics-based company based in Sarasota, FL, recently also agreed to acquire a significant stake in Biofrontera.
http://www.biofrontera.com/
About InterPharmaLink
InterPharmaLink is a professional healthcare management consulting firm. The emphasis is on initiating and managing business transactions in the areas of late-stage development projects, in-market products and business development for the pharmaceutical industry.
CONTACT: Anke zur Muhlen, Corporate Communication, Biofronters AG,+011-49-0-214-87632-22, or +011-49-0-214-87632-90; or Richard Gabriel, CEO andPresident, DNAPrint™ genomics, Inc., +1-941-366-3400
Interesting. Biofrontera puts out a PR announcing the in-licensing of a new Stage II drug, and they list Biofrontera Corporate Communications OR Richard Gabriel, DNAPrint genomics as the contacts.
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W2P
Interesting quote in the Biofrontera PR:
Prof. Dr. Lubbert, CEO of Biofrontera AG, commented: "We are delighted to have acquired this extremely promising product in photodynamic therapy, a fairly novel treatment paradigm. The nanocolloid formulation of ALA ideally suits the dermatology focus of our leading products and combines the benefits of an already existing therapy with an innovative, in all likelihood superior formulation. Similar to our other dermatological clinical development compound, we consider the development risk of this product extremely low. This makes us very confident that we will be able to bring this new product to the market."
http://64.233.167.104/search?q=cache:gww8UtN8dswJ:news.biocompare.com/newsstory.asp%3Fid%3D53412+dna...
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Don't remember seeing this specific article:
http://www.tampabay.org/newsresults.asp?ID=493
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There's a better description of the report at this link:
http://datamonitor-market-research.com/Merchant2/merchant.mvc?Screen=PROD&Product_Code=11778&...
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They're selling DNAPrint genomics shares for $53.00 each..lol
http://www.framedshare.co.uk/Product.asp?shareid=9142
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Another New Research Report:
http://datamonitor-market-research.com/Merchant2/merchant.mvc?Screen=CTGY&Category_Code=DNAPrint...
Product Listings
Welcome to Datamonitor’s full product listing. Datamonitor is a premium business information company, providing unbiased expert analysis to industry professionals.
Our market analysis data covers the automotive, consumer, energy, healthcare, financial services, and technology industries.
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frog...Technically it's a Limited Partnership, otherwise known as a Direct Participation Program. Normally it would have a General Partner (a person), but in this case, the General Partner is Dutchess Capital Management, LLC. Douglas Leighton, is the Managing Partner for the fund. BTW, I know that because it says so in the agreement:
DUTCHESS PRIVATE EQUITIES FUND, L.P.,
BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC
By:------------------------------------
Douglas H. Leighton, Managing Member
We are not likely to know WHO the Limited Partners are, but by law they won't have any function in the partnership except as investors.
Assuming this is the case, then Dutchess would have to already have the limited partners identified because the partnershp would have to be registered itself, and part of the legal recognition process includes filing a Certificate of Limited Partnership in the home state of the business. That document would include the size of each Limited Partner's expected investment. And the partnership would have to be a legal entity in order to enter into the funding agreement.
Now, I appreciate your concern over the potential for share accumulation and "takover" of DNAPrint. But you seem to be forgetting a couple of things.
First, DNAPrint is in control of the timing of the purchase of the shares. Shares will only be purchased in response to a put option from DNAPrint.
Second, Dutchess or any of it's individual Limited Partners are all governed by the 5% holding limitation. Doesn't mean anyone COULDN'T accumulate more than 5% of the company shares, but anyone in the partnership that DID would have to immediately file a form 13D with the SEC:
http://www.sec.gov/answers/sched13.htm
So you're going to know if any individual is accumulating shares. Depending on the outstanding, 5% of a BILLION is 50 Million shares, of 1.5 BILLION is 75 Million shares.
Bottom line is that all the numbers concerning outstanding shares are going to be share price driven. The higher the price, the fewer shares issued. Personally, I agree with Bag8ger, I think there's another shoe to drop. I mean, come on, are the Dutchess partners going to agree to purchase shares, virtually at market, and hold them for a year as they slowly lose value? And continue that process until they've spent $35 Million? Doesn't make sense to me.
And it doesn't make sense to me that they would agree to purchase shares at 96% of market, knowing that LaJolla could come along and blow the bottom out of their investment.
As for:
Can anybody tie any of this stuff together, and come up with an explanation?
Go back to the July 2003 TWST article. It seems to be tied together pretty well in that interview.
As always, this is my opinion and just that. Do your own Due Diligence and make your own investment decisions. I'm certain froggy, being the consummate contrarian that he is will offer a superb polar opposite view in short order...lol
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You're stretching...the business plan of any company sets it's strategic direction and provides the focus for operations.
In a well run company, every operational decision is weighed as to whether it furthers or detracts from advancing the business plan. If it doesn't, changes are made to bring operations in line. An efficiently run company is one that expends the least resources to achieve its business objectives. But operations efficiency is ALWAYS measured against the goals of the plan. Not the other way around.
I understand you've probably never been close enough to the top to be involved in strategic business planning...oh well, every company needs people like you. Perhaps if you had a better grasp on the subject, you might further your professional career.
Of course, by your logic, we could just get rid of all those VP's, Boards, Presidents and such. They don't run the company anyway...lol
I suggest a couple of classes at the nearest tech school...lol
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frog...You claim, I document.
I responded with what's IN the Agreement. I posted the relevant info which places our 68% B Share majority in clear control of the business plan. Wouldn't you agree that control of the business plan places us in operational control of the company?
You'll find in the agreement that all of the shares (Common, Preferred A and Preferred B) carry a share capital weighting of 1.0. You'll find numerous references to an "Accession Agreement" that was not included in the public filing, but which was ratified by the shareholders.
You'll find text that explicitly expresses DNAPrint's desire that Management at Biofrontera continue in their current capacities. If DNAPrint is not in position to remove current management, what need would there be for such a clause?
We can't continue a discussion that would ignore what is in the legal documents, just so you can continue to "claim" it isn't so.
Go ahead and read it. Until you do, there's not much more to discuss.
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I'm not certain why there hasn't been further comment on this issue, but I'll throw it up again just for kicks.
The $35 Million is being acquired under a Rule 506, Regulation D exemption. This exemption allows the company, through a Private Placement, to raise an unlimited amount of funding, as long as the placement involves no more than 35 non-accredited investors. In other words, Dutchess will be reselling the shares to accredited investors, who will in turn be subject to Rule 144 of the Act of 1933. They'll be restricted shares.
This from the Preamble to the Dutchess Funding Agreement:
http://www.sec.gov/Archives/edgar/data/1127354/000114420404015688/v07224_ex10-49.txt
Whereas, such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and
For those unfamiliar with Rule 506 of Reg D, here is some good information:
http://www.sec.gov/answers/rule506.htm
And for those that would like a bit more information on Rule 144, it is available at this link:
http://www.sec.gov/investor/pubs/rule144.htm
Now, for anyone that ridiculed the company a year ago about their inability to attract people willing to put up Private Placement dollars to fund DNAPrint, here is $35 million dollars that has been committed. A "mezzanine level" investor group.
Secondly, these investors apparently feel good enough about their investment to purchase shares at 96% of market that will carry a 12 month restriction on their resale.
Third, because they are restricted they won't place downward pressure on the market price. And as the company has only committed $25 Million of the $35 Million total to the Biofrontera investment, that leaves $10 Million (more than enough to cover the remaining LaJolla funding) for company operations.
Fourth, and this is PURELY speculation, if I'm DNAPrint, as soon as the registration statement is final, I'm either escaping LaJolla through a negotiated settlement, or I'm defaulting on the debenture and paying back the $325K, plus penalties, that I would owe. That would free up the 424,000,000+- shares included in the registration statement to cover the LaJolla deal and make them available to the Dutchess Private Placement. And if I can place those shares to Dutchess at 96% of market, versus selling them to LaJolla at 20-30% discount to market, I know what I'M going to do.
Fifth, as if the investor base wouldn't be jumping for enough joy at the departure of LaJolla, I'd have other news to release to start to create some excitement about this stock.
Of course, this is JMHO, and the opinions expressed at the end are based on my reading of the available information, but I'd suggest a closer look at the agreement for interested investors.
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frog...I would be happy to chime in as soon as you offer a response to this post:
http://investorshub.com/boards/read_msg.asp?message_id=4315110
I believe where we left off was your statement that, "They only ever talk about a Major equity position and gaining 'access' to the drug pipeline, never operational control...and, "Given that the 'Control' word has never been mentioned, it is a safe bet that DNAP will NOT have voting control over Biofrontera.
I defy anyone to produce evidence to the contrary."
As the evidence would seem to indicate, I think DNAPrint having ownership of 51.7% of the equity, and 68% voting power in determining the company business plan constitutes effective control of the business operations moving forward.
Wouldn't you agree?
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mingwan...You're STILL the best...thanks! eom
mike...If we knew the answer to THAT one, we wouldn't be here! We'd either be drowning our sorrows, or celebrating our genius...but either way, we'd be in a BAR! lol
Good luck to us all...have a great week.
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W2P
Thanks team...a lot of great posts here this weekend. Thanks to (almost...lol) everyone for their input to this board.
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Arch...Don't sweat the small stuff is the only advice I can give. There are many good posters here able to examine anything posted and shine the light on it.
Have a great trip my friend...
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ATKINS...What you posted is the most common definition of Preferred Stock. Preferred is generally a class of stock that has characteristics of both debt and equity in a company.
Preferred in the case of Biofrontera seems to be used to identify the investor base (A Investors and B Investors) as opposed to the original founders shares (Common Shares).
BUT, the agreement also makes clear that DNAPrint is entitled to receive it's Pro-Rata share of any profits generated by Biofrontera retroactive to January 1, 2004. Why the retroactive date I haven't a clue, but that's the agreement.
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toad...So much to correct, so little time...
First, Gabriel was an original partner with Gomez in Genbiomics dating back to it's incorporation in January 2002. Gomez became a member of the Board of Directors in February 2002. The company entered into a subsequent consulting agreement with Genbiomics. That being the case, he obviously didn't just spring on the scene in early 2003.
Second, Gabriel and Tamborini agreed to acquire an interest in Biofrontera in July 2003, but didn't actually acquire the shares until May 2004. This is documented in the agreement.
Third, DNAPrint's interest will represent 51.7% of ALL classes of stock in play, including Common Shares, Preferred A, and Preferred B shares. All classes of stock carry a single vote, thus, DNAPrint will have majority voting control.
In addition, with specific regard to the Biofrontera Business Plan, DNAPrint will CLEARLY be driving the bus. You have already pointed out that DNAPrint will hold 68% (better than two thirds) of the Preferred B Shares. It is specifically the Preferred B Shareholders that will approve the Business Plan, to the exclusion of the other two classes:
4. The Use of Proceeds
4.1 The proceeds from the share capital increase pursuant to Clause 2, i.e., the aggregate Additional Payments pursuant to Subclause 2.4, shall be used for purposes of funding growth, e.g., for working capital needs, capital expenditures and the general corporate purposes of the Company, in accordance with the business plan (Business Plan) to be set up by the Company without undue delay. The Business Plan shall be agreed upon by the Company and the B Investors based on an Internal Vote of the B Investors.
4.2 The Shareholders agree to aim for an IPO on a stock exchange in particular Nasdaq, NYSE or an European stock exchange, whichever may be preferable to optimise the shareholders' value.
I believe this would constitute "evidence to the contrary" as you have requested.
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Ah, but toad...
That is NOT the case in the Biofrontera deal. All shares have equal voting rights, thus DNAPrint WILL have majority voting control upon payment of the $2.7 million.
Shares are often issued in different designations just so that the particular shares can be destinguished from a previous issue. What is important is the rights associated with the shares when they are issued. And in DNAPrint's case, their shares carry equal voting power, thus majority voting control.
If you could read you would know that...
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frog...Then be certain to take your foot out by then as well...lol
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ATKINS...Thanks and you have mail.
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New Research Report Out on DNAPrint by Life Science Analytics:
http://reports.finance.yahoo.com/w0?r=30229692:1
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Duh, I'll take a guess...they all want DNAPrint shares...am I close? Do I get a prize?????
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W2P