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[posting]43307508[/posting]Effect of Conversion of Common Stock In connection with the reorganization, each [ ] outstanding shares of Genta Delaware common stock will automatically be converted into one share of Genta California common stock and each outstanding share of Genta Delaware preferred stock will automatically be converted into one share of Genta California preferred stock (the “Stock Conversion”) in order to attempt to reduce the number of issued and outstanding shares and to increase the per share trading value of our common stock. Our Board of Directors believes that the Stock Conversion would be beneficial in this regard because it would increase the price of our common stock and decrease the number of issued and outstanding shares of our common stock. An increase in the per share trading value of our common stock would be beneficial because it has the ability to: - improve the perception of our common stock as an investment security; A decrease in the number of issued and outstanding shares of our common stock would be beneficial for us because by doing so, we will have more shares available for future issuance. Specifically, as we are required to reserve for future issuance any shares underlying our Convertible Notes, effecting the Stock Conversion will reduce the number of issued and outstanding shares, thereby increasing the number of shares available for future issuance upon conversion of the Convertible Notes (as further discussed below). 18 You should consider that, although our Board of Directors believes that the Stock Conversion will in fact increase the price of our common stock, in many cases, because of variables outside of a company’s control (such as market volatility, investor response to the news of a proposed reverse stock split and the general economic environment), the market price of a company's shares of common stock may in fact decline in value after such a conversion. You should also keep in mind that the implementation of the Stock Conversion does not have an effect on the actual or intrinsic value of our business or a stockholder's proportional ownership in our Company. However, should the overall value of our common stock decline after the Stock Conversion, then the actual or intrinsic value of the shares of our common stock held by you will also proportionately decrease as a result of the overall decline in value. Potential Effects of the Stock Conversion The immediate effect of the Stock Conversion would be to reduce the number of shares of our common stock outstanding and to increase the trading price of our common stock. Notwithstanding the decrease in the number of outstanding shares following the Stock Conversion, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act. However, we cannot predict the effect of the Stock Conversion upon the market price of our common stock over an extended period, and in many cases, the market value of a company’s common stock following a similar transaction declines. We cannot assure you that the trading price of our common stock after the Stock Conversion will rise in inverse proportion to the reduction in the number of shares of our common stock outstanding as a result of the Stock Conversion. Also, we cannot assure you that the Stock Conversion would lead to a sustained increase in the trading price of our common stock. The trading price of our common stock may change due to a variety of other factors, including our operating results and other factors related to our business and general market conditions. . . . http://www.sec.gov/Archives/edgar/data/880643/00014377491200… |
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| aus der Diskussion: | Genta - Revolution in der Krebstherapie? |
| Autor (Datum des Eintrages): | auriga (21.06.12 17:53:21) |
| Beitrag: | 55,106 von 55,414 (ID:43307941) |
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