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Biotech / Medical : Techniclone (TCLN) -- Ignore unavailable to you. Want to Upgrade?

To: John Wallner who wrote (1036)	1/10/1998 1:06:00 PM
From: shero	Respond to of 3702

Sorry to have taken so long to answer your very reasonable question. Regulation "D" is part of the Securities Act of 1933. This act covers the issuance of stock by corporations. Reg D provides a safe harbor from the registration requirements of section 4(1) and 4(2). If a corporation complies with Reg D then it can issue stock without filing a registration statement. This is done all the time. Almost all private placements come under Reg D. While this answers the question you asked I'll bet it doesn't tell you a thing about what you want to know. The last time TCLN raised money--$12,000,000--it was a private placement under Reg D. It was a convertable preferred stock. The exact mechanism of the conversion is more complicated than I want to go into but if you're really curious, and shareholders should be, the details are in the 8-K filing, its available on the internet--WWW.SEC.GOV, then search the EDGAR archives. Its not so complicated, even I figured out how to get there after several tries. And the 8-K filing has lots of info. There has been detailed discussions several hundred posts ago between me and, I think WE89 and others. The thoughts at the time of the issuance was the company would be in full phase 3 for LYM-1 and TNT trials would have started at the time of conversion so the stock would be higher than the approximately $4+ at the time of issuance. There was some risk and mgmt has made every possible blunder since then, and we all know the story about the price of the stock. Davis's last post is a glaring example. He says the 30 day FDA review is about over. But what he didn't say is the first 30 day review was over in Nov. and here it is Jan. What happened? I didn't see any announcements, but I'll tell you what mgmt isn't, and this is why the stock is where it is. The company changed the protocol for its LYM-1 trials. So there was another 30 day review. That's the whole problem. If mgmt said we have figured out a way to speed up the trials and we are changing the protocol it could be perceived as a positive. But they say nothing and let the speculations and wild stories go on. And the stock goes down. Everyone who owns this stock should think of this--there is not one single company with a drug in phase 3 trials that is not valued at 3 or 4 or more times the market cap of TCLN. And that's just for LYM-1. If the stock stays here I'll be surprised is someone doesn't make a bid for the whole company. Why do a licensing deal for $x when for $3x you can have the whole thing. If on Monday you still own this stock and believe the story you ought to buy more. Or maybe wait a day or so and if there is no announcement regarding the search you can buy it cheaper still because of the selling that will result in the uncertainity.