Protagenic Therapeutics Inc (PTIX)

[buckhunter102001]

WHO IS CONSIDERED A BENEFICIAL OWNER
There seems to be some confusion by some on the reporting requirements of securities and in what circumstances an entity would be considered an "insider".

I hope this clears things up

http://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm

http://taft.law.uc.edu/CCL/34ActRls/rule16a-1.html

http://taft.law.uc.edu/CCL/34ActRls/rule16a-1.html

BD filed 13D back in 2010

http://www.sec.gov/Archives/edgar/data/1022844/000114420410055355/v199854_sc13d.htm


My theory is that BD was planning a takeover of Atrinsic...think about it. They already owned 16% of the shares. Then, in this agreement, if the Kazaa purchase by Atrinsic had taken place they would have owned an additional 7 million shares and two picks to the Atrinsic BOD by BD (At the closing of the transactions contemplated by the asset purchase agreement, Atrinsic has agreed to appoint two individuals to be selected by Brilliant Digital to serve on Atrinsic’s Board of Directors). . By delisting from NASDAQ, increasing the O/S causing the dollar failure forced BD to cancel the purchase agreement thus allowing Atrinsic to thwart the takeover.
http://www.sec.gov/Archives/edgar/data/1022899/000114420410053693/v198977_8k.htm

http://www.sec.gov/Archives/edgar/data/1022899/000114420411071997/v244255_8k.htm

Check this out... http://en.wikipedia.org/wiki/Acquisitions,_mergers,_and_takeovers_terminology

http://www.sec.gov/Archives/edgar/data/1022899/000114420411033341/v224580_8k.htm
In the 8-K above, Atrinsic Management in May 11 takes Poison pill Defence strategy adopted by the target company. The company makes the takeover less attractive by such means as issuing fresh preference shares with the provision that in the event of a takeover the preference shareholders can redeem their shares at a high premium, making the cost of takeover quite unattractive.

In comes Golfarb...Hired gun
An expert who is hired by a takeover target company to fight off a predator

Then in comes Kenshoo to save the day...White knight
A term used in a hostile takeover context, when a company, which can not prevent a takeover looks for a friendly rescuer who might outbid the Black Knight and acquire the company on amicable terms.
http://www.sec.gov/Archives/edgar/data/1022899/000114420412001127/v244929_8k.htm

On May 31, 2011, the Company sold to investors (the “Buyers”) Secured Convertible Promissory Notes (the “Notes”) in the original aggregate principal amount of $5,813,500, which Notes are convertible into shares of the Company’s common stock. The Company is authorized to issue up to an aggregate of 100,000,000 shares of common stock. As of the close of business on January 3, 2012, the Company had received Note conversion requests from certain Buyers such that all of the Company’s remaining authorized but unissued shares will be issued to such Buyers to partially pay down their Notes in accordance with their terms. As of the close of business on December 30, 2011, the Company had 47,654,144 shares issued and outstanding and as of the close of business on January 5, 2012, the Company had 87,060,096 shares issued and outstanding, which share numbers include 681,509 shares held in treasury by the Company. Since the close of business on December 27, 2011, the Company has issued an aggregate of 68,935,900 shares of its common stock to certain Buyers to partially pay down their Notes.


So, in my estimation it's pretty clear that ALL the 100,000,000 shares A/S are now issued. Can we agree to this so it's no longer a point of discussion?

Now, if that is fact and the current pps is .14 are we saying that this company is only worth 14 million?

From my determination, based on reading through all the filings Atrinsic owns a minimum of 13.2 million in assets alone

http://www.sec.gov/Archives/edgar/data/1022899/000114420411020599/v217670_10k.htm

Since the merger with Traffix, we have engaged in several other transactions, including our purchase of the Ringtone.com assets in June 2008 for approximately $8.8 million in cash and notes. This acquisition gave us a prominent domain from which to market our mobile content services. In addition, in October 2008, we acquired a 36% minority interest in The Billing Resource, LLC (“TBR”), initially contributing $2.2 million to its formation. TBR is an aggregator of fixed line telephone billing, providing its customers with the ability to charge end user customer’s telephone bills for subscription services they deliver.


On July 31, 2009, the Company entered into an Asset Purchase Agreement (“ShopIt APA”) with ShopIt.com pursuant to which the Company acquired certain net assets from ShopIt.com, including but not limited to software, trademarks and certain domain names. In consideration for the assets, the Company at the closing cancelled $1.8 million in aggregate principal amount of indebtedness owed by ShopIt to the Company, paid to ShopIt $450,000 and issued 95,000 shares of the Company’s common stock.



SO THOSE WHO SAY THIS CURRENT PPS IS OVER-VALUED I CHALLENGE YOU TO PROVIDE SOME EVIDENCE TO BACK THAT UP...IN ESSENSE YOU ARE SAYING A COMPANY WITH 13.2 MILLION IN TANGIBLE ASSETS AND WITH A REVENUE OF BETWEEN 20 AND 40 MILLION PER YEAR HAS NO VALUE OTHER THAN ITS ASSETS. IS THAT WHAT I HEAR YOU SAYING?

Dislaimer: All in my opinion. I have not been paid, nor compensated in any way for my optimism in this stock, or for any other reasons