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.
Later,
W2P
