Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Copy of the SH's letter from 2006-it probably won't format right here
April 25, 2006
To: David Pohl, CEO, Patriot Scientific Corp.
From: Ron Raney, on behalf Agora Board Members
Re: Questions for Shareholder Meeting, April 28, 2006
Dear Mr. Pohl:
The Agoracom PTSC message board members have compiled a list of questions for the upcoming shareholder meeting and have asked I present them to you for your consideration, or alternatively, for consideration by some of the other speakers who will be making presentations. In submitting these questions in advance, it is our intention to give time for advance preparation of responses, and also to reduce the need to ask questions from the floor during the meeting.
As you are no doubt aware, the PTSC Agora board is unlike most of the other message boards in existence today in that the Agora board is, for the most part, characterized by longtime shareholders who have a sincere interest in the company and in helping their fellow investors. Many have been present for five or six years, or even more, through the trying times that existed from 2000 until mid-2005. As a result, we hope that you will take these inquiries to heart, and that you and/or the other presenters at the meeting will provide concise, nonambiguous answers to as many of them as is reasonably possible.
Before moving on to specific questions, I would think it is obvious that the two most important speakers, in addition to yourself and Mr. Turley, will be Mr. Leckrone and Mr. Swartz. I mention these two first merely because they are the ones who have the most direct influence over PTSC’s near-term stock price, and in that regard, the shareholders hope that these gentlemen will address the following:
1) The shareholders would like to hear from Mr. Leckrone as to the progress of negotiations with the current defendants in the Texas litigation, and the prospects of licensing deals with other alleged infringers who are not currently defendants. Mr. Leckrone has been quoted in press releases as saying that there are “dozens” of companies aggressively involved in aggressive negotiations, and while we are neither unmindful nor ungrateful that five very big names in the industry have settled to date, that is not “dozens” — when can we reasonably expect to hear more in this regard, both from the current Texas defendants and others? Also, is it expected that future settlements will be for greater amounts that those to date?
2) The shareholders would like to hear from Mr. Swartz, personally and on behalf of any companies or entities through which he conducts activities, as to whether he has in the past, or is currently, either shorting PTSC’s stock and/or engaging in any other activity which would tend to have the effect of moving the stock price. In conjuction with that, the shareholders would like to know Mr. Swartz’s current position on PTSC’s stock, i.e., whether long or short, and what he believes are realistic share price projections for the next 12 months.
Obviously, from you and Mr. Turley, the shareholders are very interested to hear whether there are plans to develop Ignite and Inflame, and if so, whether there has been realistic interest to date from other companies in making this a reality, as opposed to mere “tire kicking”. From you individually, the shareholders would appreciate comments as to other strategies that the company may employ as to future growth, especially whether such plans are acquisition-oriented or of some other form, and if so, what can reasonably be expected
With all of the above in mind, the following are additional questions that have been posed by various members of the Agora board — please understand that there are not necessarily questions posed by the writer, but rather, by various members of the board. The list is as follows:
2) In relation to the patents 1) above, is it contemplated that PTSC will at some point begin to require recurring royalties as part of licensing deals? If so, when might this begin, and will such royalties likely continue beyond 2015?
3) Does the company plan to attempt settlement with Mr. Fish on the lawsuit he has filed or do we plan to proceed to trial, and what is the reasoning behind the company’s position?
4) What is the rationale and/or objective of electing Mr. Turley to the Board of Directors?
5) Since TPL is a private company, it may have different outlooks on results than does PTSC as a public company. Is PTSC management 100% satisfied with TPL's honor and integrity in recognizing PTSC's interests when making deals, as opposed, for example, to marketing its own products ahead of those of PTSC?
6) In relation to (4), is there expectation that PTSC and TPL will become involved together in an effort to market and advance the Ignite and Inflame technologies? If so, when might this be expected to occur, and if not, why not?
7) Other TPL-related questions are as follows:
a) Has management been approached by TPL or anyone else with regard to the purchase of some or all of the patent rights we now share with TPL?
b) Would management entertain an offer to purchase PTSCs’ portion of ownership of some or all of the patent rights we now share with TPL?
c) To what degree is PTSC management a party to negotiations TPL may have with those who seek to license the patent rights we share and can PTSC management have a significant influence on those negotiations?
d) Does PTSC receive any money for TPL’s use of the MMP patents in TPL’s separate licensing activities?
8) With respect to Mr. Swartz and Lincoln Ventures, or any other companies and/or entities in which Mr. Swartz has an interest, are any existing warrants or other financial arrangements currently existing with PTSC viewed by PTSC as a realistically negative influence on the company’s stock price? Any there any other problems or pressures felt by PTSC to exist in regard to Mr. Swartz or these companies?
9) Has PTSC requested, or does PTSC intend or contemplate requesting, an SEC investigation and/or review into the movement of its stock price over the last several months, mostly during the time frame subsequent to the Fujitsu settlement, in which the price has been pressured downward from the $1.60 - $2.00 range to a recent intraday low of $.66, despite the fact that only good news about the company has been occurring? If not, why? If so, when might the shareholders expect this to occur?
a) Related to the above, what efforts or inquiries have been made by the company as to the possibility of moving to another stock exchange? It appears to many shareholders that we must get off the OTC BB, but that we are in a “Catch-22" in which the price is being externally influenced so that such a move cannot be made — in other words, we will never get to the $3.00 or $4.00 price threshold necessary for another exchange if we cannot get beyond the current $1.00 price range. What is being done about this, since deals with five of the biggest names in the industry, followed by dividends, and now a buyback program, have failed to move the stock price upward to the extent necessary? While these steps are greatly appreciated, the opportunity for share price appreciation that should thus have been created will apparently have been lost if further action is not taken soon.
10) Especially with number (9) above in mind (i.e., the drop to the extremely low price of $.66, and in general, below the $1.00 level), the recent proxy statement contains another statement that, ''On a significant drop in the price of our stock, we could be subject to a change in control.” Does the buyback feature partially or wholly address this situation in the future?
11) The proxy also contains a statement that, “'There is a possibility that a significant number of shares, the exact number of which we do not know, of our common stock could be issued on the conversion of the debentures.” How many shares could be issued if all were issued and what time frame does this cover overall?
12) Would management be willing to tie the stock option incentive plan, i.e., the shares you are getting for yourselves, to the upward movement in share price?
13) What is the status of the patent application for the wireless charging of electronic devices?
14) Will there indeed be another shareholder meeting in October 2006, and if so, why?
15) Are there any plans, or is the company willing to consider, expansion of the Board of Directors to seven members, as allowed by the articles of incorporation?
16) Do you, Mr. Pohl, have a written employment with PTSC as its CEO? If so, when will the shareholders be advised of the contents? If there is no such contract currently in existence, why not?
The Agora board members realize that these questions are detailed and extensive, but in view of the fact that PTSC is currently at a significant crossroads in existence after some six years of stagnation, it is hoped that you will take the time to address each inquiry in at least some detail.
Your consideration of the above is greatly appreciated. Those of us who will be in attendance at the meeting are looking forward to seeing and listening to you and the other presenters.
Sincerely,
Ron Raney
On behalf of Agora board membership
2 Recommendations
Loading...
Loading...
New Message
Please
login
to post a reply