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boston745

05/12/18 4:28 PM

#16303 RE: CL101 #16302

Voting plan is a good find CL but amedica preferred shares dont have super voting or any voting rights whatsoever, and they have no intention of issuing other types of preferred shares:

we have no present plans to issue any shares of any other classes of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of Common Stock, could adversely affect the rights and powers, including voting rights, of the Common Stock, and could have the effect of delaying, deterring or preventing a change in control of us or an unsolicited acquisition proposal.



This offering also works to prevent a proxy fight.

Effects of Anti-Takeover Provisions of Our Restated Certificate of Incorporation, Our Restated Bylaws and Delaware Law

 

The provisions of (1) Delaware law, (2) our restated certificate of incorporation and (3) our restated bylaws discussed below could discourage or make it more difficult to prevail in a proxy contest or effect other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change in control of our company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. These provisions also are intended to discourage certain tactics that may be used in proxy fights. These provisions also may have the effect of preventing changes in our management.



Not that this is a big deal but theyve paid Sonny 208k of the 2.7m they amortized. The amortized amount included interest payments. Total amount due to Sonny was 2.749m (they rounded down). What remains is ~2.542m.

The main problem with the offering on face value is the sheer amount of potential dilution not the amount raised. If funds got shares for that cheap before M&A that would look very suspicious.