Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

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Message: OT: LBAS DOWN -38.80%

OT: LBAS DOWN -38.80%

posted on Nov 29, 2007 09:49AM

We have $4,892,000 of convertible notes outstanding as of August 31, 2007

In selling our convertible notes, we may have violated the registration requirements of the Securities Act of 1933 (“Securities Act”) which, if it occurred, would give noteholders a right to rescind their purchases.
In 2007, we sold convertible notes each bearing interest at a rate of 8%. The proceeds raised from the sale of these notes have been used for research and development, as well as operating costs. The notes were sold to accredited investors. We made these sales in reliance on an exemption from registration provided by Section 4(2) of the Securities Act and similar state exemptions. Our counsel has advised us that the availability of those exemptions cannot be determined with legal certainty due to the fact that we may not have complied with all of the provisions of exemption safe-harbors for such sales offered by rules promulgated under the Securities Act by the SEC. Thus, it is possible that the sale of the convertible notes may have violated the registration requirements of the Securities Act. As to those sales, a right of rescission may exist on which the statute of limitations has not run. For those noteholders that elect to convert to common stock, we may have a contingent liability arising from the original purchase of the convertible notes that such noteholders converted. Assuming all noteholders convert their notes to common stock, if these sales had to be rescinded, our total potential liability could be $4,892,000 plus interest. That liability would extend for up to three years (five years in California) after the date of the sale of the applicable convertible note that was converted to common stock.

After the effectiveness of this offering, approximately 35,450,000 shares of our common stock (either outstanding or issuable upon conversion of our convertible notes and outstanding options or warrants) will be available for resale under Rule 144. As additional shares of our common stock become available for resale in the public market, the supply of our common stock will increase, which could decrease the price.

We expect to have to raise additional funds in the coming 12 months to purchase and maintain inventory and for related purposes such as packaging, shipping and direct sales and marketing costs. We are not able to estimate the amount of funds necessary as it will be determined by the volume represented by purchase orders from major retailers who desire to sell our product.

Now, where's the coffee!!!

Be well


Nov 29, 2007 10:39AM
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