BioSante Pharmaceuticals, Inc. (BPAX)

[Just the facts maam]

Win, you are not the only one confused by the S-4. If I have read and calculated the following correctly, expect to see a pps above $2.56 just prior to the merger pre upcoming R/S. Any R/S would still require the market cap to exceed $62,523,204 (i.e., 1:2 R/S needs a minimum pps of $5.12)

I can now see why some of the info provided has not been audited. The following would most likely have been picked up. In the companies valuation estimates.

From page 1 of Q&A

Q:What will ANI stockholders receive in the merger?

Pursuant to the terms of ANI's certificate of incorporation, (i) before any amounts are paid to the holders of shares of any other series of ANI preferred stock or ANI common stock, the holders of shares of ANI series D preferred stock are entitled to receive an amount per share equal to $30.00 plus all declared but unpaid dividends; (ii) before any amounts are paid to the holders of shares of ANI series B preferred stock, ANI series A preferred stock or ANI common stock, the holders of shares of ANI series C preferred stock are entitled to receive an amount per share equal to $110.00 plus all declared but unpaid dividends; (iii) before any amounts are paid to the holders of shares of ANI series A preferred stock or ANI common stock, the holders of shares of ANI series B preferred stock are entitled to receive an amount per share equal to $110.00 plus all declared but unpaid dividends; (iv) before any amounts are paid to the holders of shares of ANI

Page 276 shows the breakdown of the 2,350,163 of preferred Series D shares that have been issued. (Note: that the duplicate the share total for the person and the investment firms such as Penn, Brown and Meridian are speaking for the same 1,376,596)

Therefore 2,350,163 shares X $30.00 = $70,504,890 which should translate into less than 53% (I have to look for other distribution triggers and beneficial owners) of the merged company.

If this is the case then the combined company should have a value of at least $133,028,094 most likely higher. Therefore, if I am reading this correctly BPAX should have a market cap of above $62,523,204. With 24,422,240 outstanding Biosante shares this equals a pps of $2.56. Therefore expect a pps with a minimum of $2.56 before they execute a merger. Any R/S would still have to provide a minimum market cap of $62,523,204.

I also have to do further reading on the future compensation of the management team. They gave up some share rights in favor of a percentage of net proceeds. If so this reduces future dilution as the merged company moves forward.