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Monday, March 10, 2014 3:01:09 AM
On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement whereby the Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a LIEN ON ALL patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.
In addition, the Company granted Northstar a PERPETUAL license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated.
Effective October 1, 2012, the effective interest rate will be 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum (see Note 14 below).
SO WHAT THE HECK DO THE COMMON SHAREHOLDERS OWN? I don't get it? They even own all "right" to even future trials ,results of any clinical trials- never seen anything like it in my life? Not sure how a company can even do such a thing? Further, they've made sure that they've given Northstar enough preferred shares that carry like 20 votes each- that Northstar would/will always have a dominant shareholder vote. That SEC doc was filed not too long ago- it lists Northstar getting an increase in preferred shares and the vote equivalent of each share. You do the math and they'd always be able to out vote the common share holder even when the 950 MILLION new share limit (whatever the exact number is) when/if they reach it.
Very troubling to me. The report- I just read it and try and understand it and try and figure out what the "plan" is for this company and what the heck they are trying to do and if it's worth a risk or not. I also will be looking for all the past PR's and "blogs" stuff- to see if any of it even gets a passing mention in the 10-K. Many times in the past, I've read BHRT put out a PR, I then look for that "new trial" or "new partnership" they announced- but I've never found most of um mentioned later when the big SEC documents are filed. I also find that troubling. All only my opinions from the way I read it/understand it or maybe don't understand it, the documents. Anyone else has to, must do their own due diligence and decide to buy, hold, sell or whatever. Good luck to ya.
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