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Message: Re: New Share Release
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Feb 03, 2010 01:37AM

Feb 03, 2010 08:07AM

Feb 03, 2010 08:29AM

Feb 03, 2010 09:07AM
The bulk of the 500 million shares is owned by insiders (CEO/ Directors and some for employees). The private investors and consultants ended up with only about 1/3, and they can trade freely. The insiders can also, but they are restricted by Canadian Tax implication and the shares are held in a subsiduary Cardiogenics Exchangeco Co.. They will have to wait two years (for tax consideration). Also the insiders can only sell 1.5 % of average volume per 3 month term (SEC Regulations). I can go on and clarify things, but what this all means, is that the insiders have their shares in escrow so to prevent any of them to dump and crash the share value, or they will end up having to pay alot of taxes. This is why, you have seen very little resistance of a dumping after the shares were released. you are only see-ing some scared people anticipating the stock to crash and maybe some consultants selling. In canadian Tax Law (un-like US), insiders of public traded companies (large caps), have to pay taxes between the option price and exercise price. This is regardless when they sell their shares. When they sell their shares , they also owe taxes between the exercise and sell price (all capital gain or loss). After 2001, they changed the law that you do not have to pay the taxes until you sell, but you still owe the difference between the option and exercise price. If you did not sell, and the stock crashed, you buy life insurance to cover what you owe, or you make sure you give your estate away before you die, or else they will deduct from your estate on your death. So, most insiders that exercise their stock option will sell in the public market the same day and pay their taxes. For small private held companies (start-ups), the rules are different, because they do not have a listing, or if they do, the selling can crash the stock and make it worthless. In 2006, Cardiogenics was private and they were all given the option to buy shares for aggregate price of $1 (different amounts for directors, CEO, employees). In April 2009 (Pre Jag), they exercised their options for $1 per share. After the JAG merger, they were given 23 shares of Jag (now CGNH) for every share they exercised. They have to pay taxes, but only when they sell in the public after two years (April 2011). To prevent anyone from selling, the insider shares are kept in escrow by Cardiogenics exchangeco Co. If the stock crashes, they are not liable for any taxes owe, even if they die. So, only the private investors and Consultants can trade. The investors are few with the bulk of the 1/3 of the shares, and they have invested this to make money, and not squabble and dump the shares to make themselves worthless. Some consultants may be selling some (not me), but most selling is done by panic created by the release of 500 million shares.

Feb 04, 2010 09:51AM

Feb 06, 2010 09:42AM
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