BioSante Pharmaceuticals, Inc. (BPAX)

[Just the facts maam]

QyQ, my understanding is that even though Tang can convert to shares, his conversion price is $22.32. Other un-exercised stock issuance are in the $12.22 to $14.74 range. Tang will take cash to retire the debt. This is why they figure they will be going into the merger with around $16 million. Tang can then turn around an buy shares, which he most likely will and at a much better rate the the conversions rate. He will have almost 3 months to accumulate before the merger.

4.2 Capital Structure.

(a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock, 4,687,684 shares of the Company Class C Special Stock, $0.0001 par value (the “Company Class C Special Stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). As of the close of business on March 31, 2013, (i) 24,422,240 shares of Company Common Stock were issued and outstanding, (ii) 65,211 shares of the Company Class C Special Stock were issued and outstanding, (iii) 1,029,187 shares of Company Common Stock were reserved for issuance upon the exercise of stock options outstanding on such date, with a weighted average exercise price of $14.74 per share, (iv) 4,738,093 shares of Company Common Stock were reserved for issuance upon the exercise of warrants outstanding on such date, with a weighted average exercise price of $12.22 per share, of which warrants to purchase an aggregate of 1,039,254 shares of Company Common Stock were issued in or around August 2012 (the “August Warrants”) and (v) 370,871 shares of Company Common Stock were issuable upon the conversion of an aggregate of $8,277,850 in outstanding principal amount of 3.125% convertible senior notes due May 1, 2013 (the “Company Convertible Notes”