Agoracom: Small Cap Investment - Mosaic ImmunoEngineering Inc. - Re: SGE1 / Re: Why the 5% additional dilution since the 10K filing?!

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Re: SGE1 / Re: Why the 5% additional dilution since the 10K filing?!

in response to

SGE1 / Re: Why the 5% additional dilution since the 10K filing?!

lambertslunatics

posted on Sep 15, 2008 12:39PM

Excuse any formatting weirdness, but read this excerpt:

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2.4 (c) Exchange Procedures. As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate, a letter of transmittal and instructions for effecting the surrender of the Certificates in exchange for certificates representing such number of Patriot Common Shares as such Crossflo Stockholder is entitled, substantially in the form attached as Exhibit B (the “Letter of Transmittal”). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a duly executed Letter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing that whole number of Patriot Common Shares which such holder has the right to receive pursuant to Section 2.1 in such denominations and registered in such names as such holder may request, and (ii) payment by check in U.S. dollars representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article II, after giving effect to any requiredwithholding tax.

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So three questions (possible answers) fall from this:

1) When, exactly, is "as soon as practicable"?

2) Did the recipients deliver their certificates in a timely fashion? (the trigger for delivery of PTSC shares certificates). See 2.4(A).

3) Could the "missing" ~12M shares be for tax withholding purposes? (still in escrow - not yet reassigned/"handled").

One or more of these could be the explanation, IMO.

SGE