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Tuesday, January 01, 2013 1:37:58 PM
I like your take, JJSDDS...however, there are a few odd wrinkles that the monkey appears to have inserted the wrench into:
For instance...
There is a Schedule 13G from Southridge.
Link > Southridge Partners II LP Schedule 13G
The 13G states thet Southridge is beneficial owner of 46,212,122 shares of BMSN.
It also states the securities (shares)-purchase-agreement condition that Southridge may only own 9.99% of BMSN's OS (outstanding shares) at any given time.
Some factors to consider in your scenarios:
(1) BMSN is a fully reporting company. Therefore, Southridge can only buy registered shares, Rule 505 and/or Rule 506 shares or Rule 144 shares.
If they were registered shares, which we can see from the SEC filings, they're not, then they would be free trading shares and could be sold at any time after they were purchased from BMSN.
(2) If BMSN were using an exemption for a Rule 505 or 506 offering then those shares would have, attached to them, a 6 month restrictive period. Same with Southridge utilizing the exemption provided by Rule 144. 6 months restricted.
Southridge cannot sell those shares without the restrictive legend being removed.
Has 6 months passed since the shares were purchased?
If 6 months haven't passed, then Southridge must hold those shares and cannot purchase more shares as the agreement states that Southridge can only own 9.99% of the OS at any given time.
Southridge was/is at that 9.99% threshold @ 46,212,122 shares beneficially owned, according to this filing, made on November 30, 2012.
The filing also indicates the last known OS, or, at least, the highest known OS figure to be... approximately 463,000,000 (some odd change) shares outstanding (OS).
If Southridge owns 510,000,000 shares (whatever that exact figure was) then Southridge would own over 10% (way over) of the OS and be considered a "control person" and would be restricted to holding the shares for a 6 month period and being able to sell only, via formula, 1% of the OS per month. 5.1 million shares. Per month. There's the typical, common, reason for the 9.99% (under the 10% triggering control-person-status).
No way Southridge wants to be considered a control person/entity.
BMSN should have filed a FORM 8-K when they made the sale to Southridge (or anyone else, for that matter) of unregistered shares...unless they made the sale 4 days, or less, before a 10-Q or 10-K were filed that subsequently disclosed that particular material event (securities purchase of unregistered shares).
Can you incorporate these nuances into your short-dilute-cover...scenarios?
I appreciate "your take" on this...strange conundrum of conditions/disclosures...especially the "assumed OS" of 834 million...stated in a BMSN filing.
Frankly, I think BMSN's disclosure sux.
That's my take, lOl...
GLTY...
...and good day.
For instance...
There is a Schedule 13G from Southridge.
Link > Southridge Partners II LP Schedule 13G
The 13G states thet Southridge is beneficial owner of 46,212,122 shares of BMSN.
It also states the securities (shares)-purchase-agreement condition that Southridge may only own 9.99% of BMSN's OS (outstanding shares) at any given time.
Some factors to consider in your scenarios:
(1) BMSN is a fully reporting company. Therefore, Southridge can only buy registered shares, Rule 505 and/or Rule 506 shares or Rule 144 shares.
If they were registered shares, which we can see from the SEC filings, they're not, then they would be free trading shares and could be sold at any time after they were purchased from BMSN.
(2) If BMSN were using an exemption for a Rule 505 or 506 offering then those shares would have, attached to them, a 6 month restrictive period. Same with Southridge utilizing the exemption provided by Rule 144. 6 months restricted.
Southridge cannot sell those shares without the restrictive legend being removed.
Has 6 months passed since the shares were purchased?
If 6 months haven't passed, then Southridge must hold those shares and cannot purchase more shares as the agreement states that Southridge can only own 9.99% of the OS at any given time.
Southridge was/is at that 9.99% threshold @ 46,212,122 shares beneficially owned, according to this filing, made on November 30, 2012.
The filing also indicates the last known OS, or, at least, the highest known OS figure to be... approximately 463,000,000 (some odd change) shares outstanding (OS).
If Southridge owns 510,000,000 shares (whatever that exact figure was) then Southridge would own over 10% (way over) of the OS and be considered a "control person" and would be restricted to holding the shares for a 6 month period and being able to sell only, via formula, 1% of the OS per month. 5.1 million shares. Per month. There's the typical, common, reason for the 9.99% (under the 10% triggering control-person-status).
No way Southridge wants to be considered a control person/entity.
BMSN should have filed a FORM 8-K when they made the sale to Southridge (or anyone else, for that matter) of unregistered shares...unless they made the sale 4 days, or less, before a 10-Q or 10-K were filed that subsequently disclosed that particular material event (securities purchase of unregistered shares).
Can you incorporate these nuances into your short-dilute-cover...scenarios?
I appreciate "your take" on this...strange conundrum of conditions/disclosures...especially the "assumed OS" of 834 million...stated in a BMSN filing.
Frankly, I think BMSN's disclosure sux.
That's my take, lOl...
GLTY...
...and good day.
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