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The evidence that exists is:
DNAP capitalized value = $10 Million (or less)
Biofrontera aquisition requires = $25 Million (or more)
Dutchess providing $35 Million in exchange for shares.
Number of shares available = less than 500 Million.
Number of Authorized shares = 1.5 Billion.
pps = 1 cent (or less)
The conclusion built on this factual evidence is that it is impossible to complete this transaction.
Common sense.
Explain another scenario that allows for the completion of this deal that does not require the participation of an 'imaginary' factor.
Good Luck
Horsefeathers yourself.
I'm not denying a common sense ness which after all the evidence is in exists.
I'm saying in the instance of DNAP/Duchess, you still don't have all the evidence which was present when the deal was made.
Common sense requires the conclusions be built upon the foundation of the evidence that exists. As soon as you resort to invoking the possibilities of the imagination in support of your conclusions, you have stepped beyond the threshold of common sense and entered the realm of the pipedream.
Bigdrive, Not a chance.
Miss Scarlet is one of the most intelligent posters here. While she has the strength of her opinions and her faith to sustain her, she is also a person of great character who respects the opinions of others, even when she does not share them.
regards,
frog
OT: bag,
You couldn't be more wrong.
Concensus opinion reigned as common sense until it was proved to be wrong.
When consensus opinion is proven to be wrong, it is always common sense that does the proving.
Just because an opinion is commonly shared, doesn't make it common sense.
For instance, if they ever put Darwinism to a vote, it is likely that the consensus opinion would defeat it. Common sense on the other hand sees it differently.
regards,
frog
OT: You are confusing common sense with consensus opinion.
Common sense was never involved in perfect circle orbits. They were a result of the belief in the perfection of creation.
Common sense suggests that you cannot sell a portion of a ten million dollar company for 35 million dollars. Not even to people who have already purchased the Brooklyn Bridge.
bag,
We were discussing common sense!
C'mon bag, When did common sense enter the argument?
But you're quite willing to pass on information which common sense tells anyone with half a brain could not be true, and which we, who have been here for any length of time, know is patently false.
How about a $10Million dollar company printing and selling enough shares to obtain $35 Million dollars?
Everyone with half a brain could see that was patently false also, but it didn't seem to bother them at the time. lol
C'mon Bag8ger, you can do better than that!
The strategy of the schoolyard know it all, when challenged on one of his pronouncements, is a little beneath you, don't you think. "Nyaah, Nyaah, Nyaah, if you don't know, I'm not gonna tell ya..."
Surely, since most of your cohorts evidently share this arcane knowledge, it cannot be that much of a secret. Perhaps there are even members of your own 'leaning' that might like to be a little better informed.
Since there are evidently so many different obstacles, both of a business and political nature, there must surely be one or two that will not upset the status quo by sharing it with the world.
regards,
frog
ps. Unless of course it is just skirt smoke...
You know, i'm always willing to learn.
Would you be so kind as to elaborate on some of these obstacles both "businesswise and political" that the establishment has thrown in their way.
Those of us not privy to such machinations would surely benefit from the exposure of such underhanded occurences.
Please provide any links that are available.
TIA
frog
Nope! Never have.....never will.
Doh! Really?
bag8ger,
As usual you've got it backwards.
It doesn't make sense for Dutchess!
It makes perfect sense for DNAP. Who wouldn't want $35 million dollars?
There are obviously variables we are not aware of, the primary one being.....What is Dutchess getting for their cash?
They are certainly not in it for the 4% discount. lol
Arch,
Does it matter if there is one person or a small group of people that own the majority of the shares of DNAP?
The point being made, is that voting control of the company will shift via the Dutchess shares.
It doesn't matter if they end up with one person or a group of people, those shares will represent a majority of the total shares. Dutchess, representing one investor or many investors with a common bond, will be in the driver's seat.
gunnabe,
I was just expanding on the theme. We have discussed the seemingly unavoidable transfer of control from present management to Dutchess as they purchase millions of dollars worth of shares. As we have agreed such a takeover 'at a discount' could not occur without the agreement and consent of our BOD.
The next step in the premise therefore is that the BOD 'are' aware and have consented to such an arrangement. If such is the case, it is not hard to see that such an arrangement would not necessarily be embraced by the present shareholders. In most takeovers, shares are purchased at a premium, not a discount. Shareholders would likely be upset. To avoid such a turmoil it would have to be presented to the current investors very carefully.
If the funding transaction from Dutchess is really a negotiated takeover, then perhaps it has been masked. Dutchess was presented as a funding source in much the same way as LaJolla, an investor that was merely trading cash for discounted shares. La Jolla provided money in agreed amounts at DNAP's request, much like the Dutchess deal, they seem to be remarkably alike.
Dutchess was presented as part of the Biofrontera arrangement, the 4% discount seemed too good to be true as the going rate through LaJolla was 20%. (Many asked why not switch over to Dutchess completely.)
Interestingly enough, the Biofrontera deal seems to have gone away yet Dutchess remains. They remain, but so also does LaJolla. If Dutchess is just an innocent investor, willing to fund the company's operation at only a 4% discount, then why are we dealing with LaJolla? If they aren't interested in taking over LaJolla's side of the funding then why are they sticking around?
As you have pointed out, providing $35 Million to an $8 Million dollar company in exchange for shares doesn't make sense.
regards,
frog
gunnabe,
It sure looks that way. However, since it only takes $4 Million to gain control and the company is touting a $35 Million dollar revenue source, something doesn't add up.
Consider the possibility that the published conversion timetable was set up to mirror the laJolla funding and therefore mask it's true intention.
I find it interesting that Dutchess is still interested. It made some sense that they were willing to fund the takeover of Biofrontera, it makes less sense that they are willing to throw $35 miliion into the mix in the hope that DNAP will make something of it after the Biofrotera deal failed. Remember there is no way for them to profit from just the 'discount'.
frog
Gunnabe,
In order for an entity to gain control of another at a 'discount' to market price, requires the full knowledge and consent of the acquired party.
regards,
frog
gunnabe,
Sure......They could give themselves another raise and pay it with stock.
However, the math is still a problem. In order to maintain control you cannot sell more than 50% of the 'value' of the company, without surrendering that control.
The value of the company is determined by multiplying the number of shares outstanding by the pps. As you print more shares the value of each one diminishes (dilution) The value of the company stays the same. No matter how many shares there are available for an $8 Million dollar company, $4 million and one dollars will buy control.
regards
frog
gunnabe,
with the 50%+ shares, dutchess isn't automatically awarded control of the BOD and the company, are they?
The BOD are elected by the shareholders on a one share one vote basis. Owning more than 50% of the shares (votes) guarantees you the Board of Directors of your choice.
frog
gunnabe, Good Question!
why would dutchess commit $35mill to dnap whose current market cap only = $8 mill?
Perhaps they don't have to. Consider the possibility that the $35 million value is only a PR number. As you have quite effectively explained, Dutchess cannot sell their discounted shares into a falling market and make money, therefore there is something else afoot.
Given that Dutchess must be holding their shares, as soon as they have bought up about $4 Million dollars worth (of an $8 Million dollar company) they will have gained complete and unchallengeable control of the company and they will have purchased that control at a discount to market price. At such a time they can easily change their mind on the $31 Million dollars still left in the kitty.
I would like someone to explain to me how it will be possible for Dutchess to provide the funds in question WITHOUT gaining control. Even if they didn't want it, it would be unavoidable.
regards,
frog
twelks,
The patent application is captured electronically into an Image File Wrapper (IFW) and stored in the patent office database. The IFW is therefore the focus of the patent process as it moves through the various steps.
The organization within the PTO that is responsible for the examination of the applications is the Examining Corp. It is further divided into Technology Centers each responsible for different areas of expertise. Each technology center has several directors and patent examiners. Each center also has a Technology Support Staff (TSS)headed by Supervisory Legal Instrument Examiners.
The phrase "IFW TSS Processing by Tech Center Complete" would indicate that the legal examination of the application is complete. This can mean that the patent has been checked out against the existing patent database to make sure that it does or does not infringe on previously filed patents.
Unfortunately I am not familiar enough with the actual process to know if this step occurs before the technical aspects have been examined, or after.
Obviously progress is being made. Hope this helps.
regards,
frog
He was there a couple of days ago.
http://ragingbull.lycos.com/mboard/boards.cgi?board=CLB01189&read=4231
Dear Miss Scarlet,
He moved to the Napheads board, after they promised not to let me in. lol
http://ragingbull.lycos.com/mboard/boards.cgi?board=CLB01189&read=2409
best regards,
frog
ps. We still haven't met Sean yet!
Explain how that question can be answered without bringing up board politics? it was a political decision.
Sorry retro,
Message 22334 has been removed. I am evidently not permitted to comment. I will repost the answer on RB.
regards
frog
Good response bag. lol
It must have been hard to decide whether to admit to the hype or whether to end the thread. In the end you chose to mask the forced admission behind a thin veneer of sarcasm in the hope that it would lessen the blow to your self esteem.
Not to worry. I guarantee that those who share your predilections and viewpoint will think no less of you for it, and those that don't....can't. lol
regards,
frog
bag,
I do know there are highly placed people who would not like to see DNAP get the patents.
Who, specifically, do you know, who is concerned about such things?
Or do you just hope (imagine) there are such people?
bag, We will only see what effect the patents have IF they are ever issued. It's been years now, how long will it take?
I don't fantasize about deliberate fraud. I only offer alternative explanations for the few facts that we have. Given the questionable pedigree of the players, they have certainly not earned any benefit of the doubt.
I'm not interested in any class action lawsuit either. lol. My participation in this investment is fairly modest and is completely my own responsibility. I have, from the very beginning, been aware of the lack of character displayed by the good doctor, and am neither surprised nor particularly betrayed by his questionable dealings.
Only those who trusted and believed have any standing in such an endeavor. Perhaps you should consider it. lol
regards,
frog
bag, Get real. The deal itself was pure chicanery from the start.
They said that they were going to sell shares that they didn't have to a company for $35 Million dollars. The sum total value of DNAP at the time of that revelation was $10 Million dollars. That is chicanery.
The company that is supposedly being bought is giving up all control of itself for an initial input of $2.7 Million dollars. Oh really? Do you think they knew it was BS from the start and were just playing along? That would be chicanery.
Try to explain the installation of the new board members without even SEC approval of the registration, let alone any money changing hands. Possible chicanery?
Try to explain Tony's disingeneous DD 'discovery' of Biofrontera technology weeks after the deal has been announced. Aren't clever people supposed to do their DD before they make commitments? Not necessarily chicanery but at least stupidity.
As to the obscene spoils...those exist only in your fantasy.
And as to the patents..
They are the single most important ingredient in DNAP's quest for not only acceptance, but undeniable recognition of their progress.
If that is so...then they are doomed.
regards,
frog
Bag, LOL That's a pretty safe assumption.
Chicanery
n : the use of tricks to deceive someone (usually to extract money from them) [syn: trickery, chicane, guile, wile, shenanigan]
We have seen plenty of 'chicanery' already. We don't need to wait for the real story. lol
Well that's too open ended of a question to answer with any detail, I'm not going to research every patent application.
I will make a couple of predictions however, based on my own experience with the patent office.
To start with, a little background on the process.
If you have ever read through a patent you will notice that it has a couple of sections. In the front is some exposition of the concept including background on the state of the industry and the benefit of the invention. It also describes the invention and includes any technical drawings. The last section includes the claims. There are usually a number of claims related to all aspects of the invention, some are quite broad in scope and others are very specific and detailed. While it is usually the first sections that readers concentrate on when studying patents, it is the claims that are the actual heart of the document. ONLY the claims are approved or denied and only the claims can be enforced.
When writing up a patent application, the patent attorney will make sure that the claims cover every aspect of the invention and will even 'push' the envelope a little in order to stake out as much intellectual real estate as possible. For this reason almost all patents applications have some claims that are denied for exceeding the scope of the patent or for infringing on other IP.
On the other hand since there are so many claims ranging from broad general concepts to minute details there are rarely any patents that can't have some approvable claims.
Given this process, it is reasonable to assume that most of the DNAP patent applications will have claims that are rejected by the patent office but that most will also survive at some diminished level.
There is a belief structure among many here that approved patents will provide some level of financial benefit to the company, and the possibility certainly exists. What people should be aware of, regarding intellectual property, is that approved patents are much more beneficial in protecting ones own products from infringement claims than they are in licensing technology to others. Over 90% of all issued patents do not return the costs of even filing the patent let alone providing any additional value.
So while many of the patent applications WILL most likely be approved (although in a diminished form) they may not provide the financial boost that is expected.
regards,
frog
Which one?
Arch, You seem to have a peculiar belief structure regarding 'facts' and 'links'.
You equate them to each other all the time in your posts. You also chide others for not posting links to back up their assertions, and you seem to think that one is not complete without the other.
Believe it or not they are separate and independent concepts. Neither depends on the other in order to establish veracity or validity. Conversely having both at the same time does not guarantee either truth or reality.
In other words making an assertion and backing it up with a link does not prove the assertion. Nor does a lie become truth just because you have a link that supports it. Conversely truth is truth whether there is a link to support it or not.
regards,
frog
No they're not.
It is standard nomenclature to describe a technology as 'patented' IF the application is on file. What it means is the technology will be protected by patent law retroactive to the time of the application WHEN the patent is approved.
In the past, the term 'patent pending' was used.
Once a patent is approved it becomes public knowledge immediately. DNAP has not yet received a single patent approval. However all of the technologies that have corresponding patent applications on file can be referred to as 'patented' until the patent application is rejected.
regards,
frog
OK.....You DON'T have patents!
'...patented and proprietary technologies..' means that the patents are APPLIED for and SHOULD they be approved the technology is protected. It DOES NOT mean that the applications have yet been approved.
This is not the first time this has been explained, it has been repeated countless times. It is difficult to see how someone as seemingly interested in the details of the technology as you are, could continuously miss or ignore the concept.
Are you intentionally trying to mislead?
LOL, That's what George said, before he started a war.
"The proof of the latter resides more in the quick, incessant, and loudly proclaimed denials by the parties involved, than it does in my direct knowledge."
Your understanding is accurate.
"Irrational exuberance" is a polite way of putting it.
regards,
frog
Miss Scarlet, Welcome back.
We've missed you. I see that you are in fine form, as usual.
Best regards,
frog
You got it.
OT: Bag,
You will assume whatever you like, that is SOP.
In light of your apology I will withdraw my response. That should be sufficient.
regards,
frog