Replies to post #10 on CRDENTIA CORP. (CRDT)

[creede]

THE OFFERING  
  
    
  
 Common stock offered by selling stockholders  
  7,533,333  
   
 Common stock outstanding(1)  
  51,224,649  
   
 Percentage of outstanding common stock being registered in this offering  
  14.7% 

Use of proceeds
We will not receive any proceeds from the sale of the common stock.

OTC Bulletin Board Symbol
CRDT





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(1) As of November 27, 2007.



ISSUANCES OF COMMON STOCK



The shares of common stock being offered by the selling stockholders were issued by us in the following transaction:



October and November 2007 Private Placement



On October 26, 2007, we entered into and completed an initial closing on a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors for the private placement of 15,666,667 shares of common stock at a price of $0.30 per share and warrants to purchase up to 7,833,333 shares of common stock, for aggregate proceeds of $4,700,000. On November 13, 2007, we entered and completed a second closing of the Purchase Agreement with certain investors for the private placement of 3,500,000 shares of common stock at a price of $0.30 per share and warrants to purchase up to 1,750,000 shares of common stock for aggregate proceeds of $1,050,000 (collectively with the October 26, 2007 first closing of the Purchase Agreement, the “Private Placement”). The warrants are immediately exercisable, have an exercise price of $0.35 per shares and have a five year term. The shares have been and will be issued in a private placement transaction pursuant to Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. We also entered into a Registration Rights Agreement with the investors, pursuant to which we have agreed to cause a resale registration statement covering the shares sold pursuant to the Purchase Agreement and the shares issuable upon exercise of the warrants to be filed within 30 days after the closing date. Effective November 30, 2007, the Registration Rights Agreement was amended to eliminate the requirement that the shares issuable upon exercise of the warrants be covered by a registration statement. In addition, on November 30, 2007, C. Fred Toney, MedCap Partners LP, MedCap Master Fund LP and FatBoy Capital, L.P. waived the requirement that the shares purchased by them in the Private Placement be covered by this registration statement.



The proceeds from the Private Placement were used to finance our acquisitions of ATS Universal, LLC and Medical People Healthcare Services, Inc., which closed on October 29, 2007 and November 14, 2007, respectively.



C. Fred Toney C. Fred Toney, the Chairman of our board of directors, is the managing member of MedCap Management and Research LLC, the general partner of MedCap Partners LP and MedCap Master Fund LP. Mr. Toney, individually and through affiliated entities, invested $1,850,000 in the Private Placement, for a total of 6,166,667 shares of common stock and warrants to purchase 3,083,333 shares of common stock. Mr. Toney abstained from the board of directors’ vote in favor of the Private Placement. The affiliated entities advanced $470,000 of funds during September 2007, which were credited towards their investment in the Private Placement. All of the participants in the Private Placement other than FatBoy Partners, L.P, Mr. Toney, MedCap Partners LP and MedCap Master Fund LP, are identified as selling stockholders in this prospectus.