Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Background info on PTSC
just for fun....something else to read all from various SEC filings posted on the PTSC website.
In February 1989, we completed our initial public offering under a
registration statement on Form S-18 under the Securities Act of 1933. This
offering raised gross proceeds of $50,000 and net proceeds of approximately
$28,640 upon the sale of 2,500,000 units at $.02 per unit. Each unit sold in the
public offering consisted of one common share and one Class A common stock
purchase warrant exercisable to acquire one share of common stock and one Class
B common stock purchase warrant. All Class A and Class B warrants have since
been exercised or have lapsed.
On August 10, 1989, we acquired our ground penetrating radar technology
from the inventor, Mr. Elwood G. Norris, our founder and previous Chairman. The
details of that acquisition and certain related agreements are described in more
detail in "Certain Transactions" below. A description of the ground penetrating
radar technology, certain information about the industry generally, and our
operational plans are discussed below under the caption "Business".
On May 12, 1992, we redomiciled ourselves from Colorado to Delaware by
merging into a wholly owned Delaware subsidiary, Patriot Scientific Corporation,
organized for that purpose. The reincorporation resulted in a reverse stock
split. Three shares of the Colorado corporation, par value $.00001, were
converted into one share of the Delaware corporation, par value $.00001. The
reincorporation also effected a change in our charter and bylaws and a name
change to Patriot Scientific Corporation.
In May 1993, we registered under the Securities Act of 1933 a total of
7,631,606 shares issuable upon the exercise of outstanding Class A and Class B
common stock purchase warrants. We received net proceeds of $3,343,915 upon the
exercise of those warrants and the issuance of 7,538,102 common shares. None of
such warrants remain outstanding.
Effective May 31, 1994, we entered into an asset purchase agreement and
plan of reorganization with nanoTronics Corporation located in Eagle Point,
Oregon and Helmut Falk. We issued a total of 10,000,000 restricted common shares
to nanoTronics to acquire certain microprocessor technology of nanoTronics. The
technology acquired, the ShBoom technology, is being used to develop a
sophisticated yet low cost microprocessor. 5,000,000 of the shares were issued
on a non-contingent basis, and the remaining 5,000,000 shares were subject to
the terms of an earnout escrow arrangement. Of the 5,000,000 escrowed shares:
o 2,000,000 shares had been released from escrow as of September
7, 1999,
o 1,500,000 shares are being held in escrow pending the outcome of
a lawsuit in which we and the successor to nanoTronics are
co-defendants, and
o another 1,500,000 shares were cancelled and returned to us.
Effective December 26, 1996, we acquired 96.9% of the outstanding shares
of Metacomp, Inc., a California corporation, from 56 shareholders in exchange
for the issuance of 1,272,068 shares of our common stock. Based on the closing
price of our common stock of $1.375 on the date of the acquisition, the price of
the acquisition was $1,749,094. This business combination was accounted for as a
pooling of interests. Sixteen persons who hold an aggregate of 1,059,574 shares issued
in the Metacomp acquisition, have agreed to a lock up arrangement limiting sales by
each holder to 5% of their shares epr month through December 1998.
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The following table sets forth certain information with respect to the |
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Selling Security Holders for whom the Company is registering the Common Stock |
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for resale to the public, including: (i) beneficial ownership of common stock as |
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of the date of this prospectus, (ii) the principal amount of Notes owned by each |
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Selling Security Holder, (iii) the number of shares issuable upon conversion of |
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the Notes and accrued interest thereon, (iv) the number of shares issuable upon |
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exercise of Warrants, (v) the percentage of class owned (assuming the number of |
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shares were issued upon conversion); and (vi) the number of shares offered by |
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each Selling Security Holder (assuming the maximum number of shares were issued |
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upon conversion and exercise). The Company has no knowledge of the intentions of |
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any Selling Security Holder to actually sell any of the shares listed under the |
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columns "Shares Issuable Upon Conversion" or "Shares Issuable Upon Exercise of |
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Warrants." There are no material relationships between any of the Selling |
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Security Holders and the Company other than as disclosed below. All such persons |
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have (or will have, upon the conversion or exercise of outstanding Notes or |
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Warrants) sole voting and investment power with respect to the shares being |
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offered. |
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Beneficial |
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Ownership of Shares Issuable |
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Common Principal Upon |
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Stock at Amount of Conversion of |
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Selling Prospectus Debenture Notes and |
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Security Holder Date (1) Owned Interest (2) |
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- ------------------------------ ---------------- ---------------- ----------------------- |
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CC Investments, LDC - $1,850,000 4,070,000 |
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The Matthew Fund, N.V. - 150,000 330,000 |
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Swartz Family |
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Partnership, L.P. - - - |
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Kendrick Family |
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Partnership, L.P. - - - |
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Charles Krusen - - - |
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P. Bradford Hathorn - - - |
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John Harris - - - |
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Dunwoody Brokerage |
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Services - - - |
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Carlton M. Johnson - - - |
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Charles Whiteman - - - |
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- ------------------------------ ---------------- ---------------- ----------------------- |
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Total - $2,000,000 4,400,000 |
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============================== ================ ================ ======================= |
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Shares Issuable Percent |
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Selling Upon Exercise Shares of |
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Security Holder of Warrants (3) Offered (4) Class (5) |
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- ------------------------------ ---------------------- ------------------ ------------ |
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CC Investments, LDC 370,000 4,440,000 13.4% |
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The Matthew Fund, N.V. 30,000 360,000 1.1% |
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Swartz Family |
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Partnership, L.P. 76,500 76,500 * |
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Kendrick Family |
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Partnership, L.P. 76,500 76,500 * |
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Charles Krusen 24,648 24,648 * |
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P. Bradford Hathorn 10,000 10,000 * |
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John Harris 15,000 15,000 * |
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Dunwoody Brokerage |
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Services 2,500 2,500 * |
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Carlton M. Johnson 3,585 3,585 * |
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Charles Whiteman 3,000 3,000 * |
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- ------------------------------ ---------------------- ------------------ ------------ |
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Total 611,733 5,011,733 |
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============================== ====================== ================== ============ |
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1) The number of Common Shares reported above as beneficially owned by each |
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Selling Shareholder is based solely on a review of a list of the Company's |
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shareholders prepared by the Company's transfer agent and registrar as of such |
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date. |
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