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

Per the below, the "effective time" referred to in your cited text by definition is after the closing date, not before. Furthermore, it makes little sense to me that PTSC would hand over consideration PRIOR to consumation of the deal, so while it makes sense from a timing standpoint that these shares would be related to the Crossflo deal, from looking at the terms of the agreement, there doesn't seem to be anything that allows it, nor anything that would get PTSC's shares back if they were granted PRIOR to the closing...at least from my reading of the terms.

So with that in mind, it seems these 20M shares are related to something else, IMO, but I have no good guesses. Hopefully I'm wrong or we'll get some info from the company clarifiying this.

1.2 Effective Time. As promptly as possible on the Closing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of California (the “California Secretary of State”) this Agreement or a form of Agreement summarizing this Agreement and an officer’s certificate from Patriot and Crossflo (collectively, the “California Merger Documents”) in such form as is required by and executed in accordance with the CGCL. The Merger shall become effective (the “Effective Time”) when the California Merger Documents have been filed with the California Secretary of State or at such later time as shall be agreed upon by Patriot and Crossflo and specified in the California Merger Documents. Prior to the filings referred to in this Section 1.2, a closing (the “Closing”) shall be held at the offices of Patriot’s counsel, Luce, Forward, Hamilton & Scripps LLP (“Luce Forward”), 600 West Broadway, Suite 2600, San Diego, California 92101, or such other place as the parties may agree on, as soon as practicable (but in any event within ten business days) following the date upon which all conditions set forth in Article VI that are capable of being satisfied prior to the Closing have been satisfied or waived, or at such other date as Patriot and Crossflo may agree; provided that the conditions set forth in Article VI have been satisfied or waived at or prior to such date. The date on which the Closing takes place is referred to herein as the “Closing Date.” For all purposes, the Closing shall be effective as of 12:01 a.m. on the Closing Date.

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