DNAprint Genomics (DNAG)

[worktoplay]

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

Later,
W2P