plese read in its entirety..thank you kekekekeke!

By: kekekekeke 03 Aug 2007, 09:59 AM EDT Msg. 4428 of 4437 Jump to msg. # I'm posting a quote from Charlie from Segue Ventures - Just to explain the whole Dilution/Outstanding Share issue. Some posters here have been either blatantly lying regarding this issue or just dont have a clue themselves. There is a yahoo group for pluristem where pluristem's corporate relation group addresses real questions so I encourage serious inverstors to join it. Here is the quote from a previous email. You will see how the recent finances are locked up pretty well. Any questions address them in the yahoo group. < Comment on the Amount of Pluristem Shares Outstanding We have fielded numerous questions about the number of shares outstanding for Pluristem. I don't have the number for what is in the float. If you look their last quarterly filing, you will see the issued and outstanding shares are: 275,804,451. Following the private placement, the number is around 1 billion. We have received calls as to what our feeling this has with respect to what that means to other investors. Most important in recent days, we had a lot of shorting activity and an obvious desire to sell shares on the part of some. It is important to remember when looking at the number of total shares outstanding that while there are many shares out there, the positions that most of the shareholders have taken are by their very nature, long positions. I can say that because the recent private placement put so many restrictions on selling those shares that we can say with confidence, this is not the issue. If insiders are trading, they must file with the SEC to notify the public they are doing so. The company needed to raise money to bring their product to market. The problem with raising money is that is always dilutes the investment of other shareholders. To mitigate the effects of dilution, companies often include anti-dilution measures, restrictions on the stock offered, and finally trickle out provisions. Why is that important? Because most who have invested in Pluristem believe that, the company's fundamentals are good and their management team has what it takes to bring their product through trials and to market. All of which contains as a core assumption that the PLX-I will both be determined safe and efficacious. The private placement shareholders implicitly believe this and we believe that most people that read this post believe this as well. Let me explain what restrictions are on the shares in the private placement. First all the shares purchased in the private placement are restricted 144 shares. They cannot be sold in the first year. Please read Quote 1 below where you can see this spelled out. The closing date was May 24, 2007. Therefore, a large piece of the shares in the total are being held long, by the nature of what was purchased. There is one exemption to the May 24 date for an investor who paid in his money in January. (See Quote 2) You will see that this particular investor is subject to similar trickle out provisions, as the other investors will be when his year elapses. There are reporting requirements that have to do with the sale of the shares with regard to the private placement. That is to say, private placement investors can not "sneak the shares out". (See Quote 3) Last, there are "trickle out" restrictions on the private placement shares. From Quote 4, "each Subscriber agrees that it and its Affiliates will not transfer such number of Restricted Instruments in the first, second and third twelve month period in excess of the number which could result in gross proceeds to such Subscriber and its Affiliates in excess of 125%, 150% and 200% respectively of the amount of Purchase Price paid by the Subscriber for the Shares (" Restricted Value ")." This means that they cannot sell their shares beyond 125% of the purchase price that they bought into in the private placement in the first year. That number goes to 150% the next year, and so on. Quote 1: "Compliance with 1933 Act . The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act and any applicable state securities laws or is exempt from such registration. Each Subscriber acknowledges that the holding period of the Shares and Warrants for purposes of Rule 144 under the 1933 Act shall commence on the Closing Date notwithstanding the date of delivery of Purchase Price by the Subscriber to the Company except as set forth on Schedule 12." (pg. 41/68, PLRS 8K, dated May 24, 2007) Quote 2: "The holding period of 30,500,000 common stock purchase warrants (" Honig Warrants ") issued to Barry Honig (" Honig ") as of January 26 ___, 2007, for purposes of Rule 144 under the 1933 Act shall be deemed to have commenced as of January 26 ___, 2007 and in connection with the investment in shares of Common Stock purchased pursuant to this Subscription Agreement, payment for which was made to the Company on January 26, 2007. The Honig Warrants constitute a component of Honig's Restricted Instruments. Honig agrees by his signature to the Subscription Agreement, for himself and all other holders of Honig's Restricted Instruments that during the Trickle Out Period, Honig and Honig's Affiliates will not sell on any Trading Day an amount of shares of Common Stock in excess of ten percent (10%) of the trading volume as reported by Bloomberg LP for the Principal Market for such Trading Day. The Restricted Value applicable to Honig in connection with the Restricted Instruments shall be $1,250,000." (pg. 65/68, PLRS 8K, dated May 24, 2007) Quote 3: "(d) Reporting Requirements . From the date of this Agreement and until the sooner of (i) five (5) years after the Closing Date, or (ii) until all the Shares and Warrant Shares have been resold or transferred by all the Subscribers or (iii) the date the Subscribers are eligible to sell their Shares issued on Closing pursuant to Rule 144, without regard to volume limitations (the " Outstanding Period "), the Company will (v) cause the Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (x) comply in all material respects with its reporting and filing obligations under the 1934 Act, (y) comply , in all material respects, with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(b) or 12(g) of the 1934 Act, as applicable, and (z) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the end of the Outstanding Period. During the Outstanding Period, the Company will use its best efforts to continue the listing or quotation of the Common Stock on the Principal Market or other market with the reasonable consent of Subscribers holding a majority of each of the Shares, Warrants and Warrant Shares, and will comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to each Subscriber promptly after such filing." (p. 48-9/68, PLRS 8K, dated May 24, 2007) Quote 4: "12. Trickle Out . Except as set forth on Schedule 12 hereto, each Subscriber agrees for itself and each of its Affiliates, that it and its Affiliates will not sell or transfer any Shares and Warrant Shares (collectively, " Restricted Instruments ") until the first anniversary of the Closing Date. During the forty-eight (48) month period immediately following the Closing Date (" Trickle Out Period "), each Subscriber agrees that it and its Affiliates will not transfer such number of Restricted Instruments in the first, second and third twelve month period in excess of the number which could result in gross proceeds to such Subscriber and its Affiliates in excess of 125%, 150% and 200% respectively of the amount of Purchase Price paid by the Subscriber for the Shares (" Restricted Value "). There are no sales restrictions imposed on Subscriber pursuant to this Section 12 after the fourth anniversary of the Closing Date. Notwithstanding the foregoing restrictions on transfer, the Subscriber may, at any time and from time to time, transfer the Restricted Instruments (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner and (iv) to an Affiliate of the Subscriber, provided, that, in the case of any such gift or transfer, each donee or transferee agrees in writing to be bound by the terms and conditions contained in this Section 12 in the same manner as such terms and conditions apply to the Subscriber. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. The Company may request certification from the Subscriber and its Affiliates that Subscriber and its ffiliates have complied with the provisions of this Section 12. Each Subscriber and its Affiliates, transferees and assigns will be deemed a single entity when determining the Restricted Value applicable to such Subscriber, and its Affiliates, transferees and assigns. The Company may not release any Subscriber from the restrictions in this Section 12 unless it releases all Subscribers from these restrictions on a pari passu basis based on the initial amount of Shares purchased hereunder by all Subscribers. The Company may not modify or waive the restrictions set forth on Schedule 12 without the consent of 75% of the Subscribers who hold Shares, Warrants, or Warrant Shares at the effective time of such modification or waiver." (pg 58/68 PLRS 8K, dated May 24, 2007) Charlie < - - - - - View Replies »