Replies to post #9545 on GTC Biotherapeutics (fka GTCB)

[exwannabe]

"To increase the Series D authorization above 15,000 shares ..."

This "roablock" is very logical. Ths only purpose of the seies-D is to convey a BOD seat. If the limit did not exist, GTCB could have taken the seat back anytime they wished just by issuing 15,001 shared to the treasury.

I agree with you that the most logical point of the move is that LFB is willing to let GTCB give their BOD seat away in order to facilitate a deal. They might have a gentlemans agreeman to get their guy nominated back on next cycle, or they are comfortable enough working with GTCB that they don't care.

"This possibility was discussed earlier in this thread, but it’s hard to believe LFB intends to dump shares at these prices."

I actually didn't mean to imply this. What I was thinking was the remote possibility that LFB was just cleaning up their books by reducing less liquid assets (and technicaly the D might be viewed as such as there is no market, but IANAA). In todays market, this would not be an irrational corporate directive. Really was just trying to list anything I could see as a driver.

In retrospect I don't believe this to be a possibility.

[wjlknew]

>To increase the Series D authorization above 15,000 shares (convertible into 15M shares of common), GTC would have to amend Article IV of the corporate charter with the Massachusetts Secretary of State. This might impose an unreasonable delay on the consummation of any deal that depended on such approval. By LFB’s converting preferred shares into common, this roadblock has been circumvented.<

Agreed, but it was done for LFB and it could be done for another party ... with LFB's approval. It would not require shareholder approval because the common shares to satisfy a sizable increase in Series D are already authorized. LFB may have facilitated some kind of deal, but other Series D could have been issued without LFB converting theirs. I suppose time will tell why they chose to do so. (Unless Massachusetts is radically different from other states, the process is the BOD amends the charter and then files the amendment with the Secretary of State ... not a big deal.)

>This possibility was discussed earlier in this thread, but it’s hard to believe LFB intends to dump shares at these prices.<

Agreed again. My comment was tongue-in-cheek. It is just as hard to believe management would issue any more Series D (replacement or otherwise) at these prices either. I hope they are not selling any more of the farm at bargain basement prices.