This is part of a necessary legal disclaimer (boilerplate language) and part bluff to get the shareholders to vote yes for a RS.
The RS will allow the company to continue to tap into needed cash. Without it, the company might not have the financing it needs to continue operations.
However, in the event this comes to a bankruptcy, while the creditors would undoubtedly try to take the assets, this is as good a case as any for the shareholders to try to fight that by forcing a market test to determine the liquidation valuation.
Given the company only owes $15M, I believe the value of the Chemosat system is worth significantly more, especially considering that it's already approved in the EU.
They might not get the fair market value, but I think there would be a line of potential bidders willing to offer more than $15M.
Let's say they get $50M in a liquidation. That would give each shareholder {$50M-$15M to note holders / 450M outstanding shares], or about .08/share (plus any other assets they can sell off or use, like the NOLs and/or public shell).
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