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TOPIC: SFPH - Sheffield Pharmaceuticals, Inc.

SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1076

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[Re: SFPH - Sheffield Pharmaceuticals, Inc.]
I will be calling the company on Monday, I want to find out their plan for their new share structure...

This is from the 8K
Shares:

The Registrant currently has a total of 34,737,717 issued and outstanding shares of Common Stock and 46,546,786 shares outstanding on a fully diluted basis including shares of Common Stock issuable upon the exercise of options and warrants.

(Concurrent with the Merger, the directors and officers of Pipex and Sheffield entered into lock-up agreements for a period of 12 months from the date of the merger.)

Principal Stockholders:

Accredited Venture Capital, LLC (1) 23,756,955 63.80%
Steve H. Kanzer (1) 23,756,955 63.80%
Firebird Capital (2) 4,459,648 12.57%
Nicholas Stergis (3) 4,065,876 11.70%
Charles Bisgaier, Ph.D. (4) 612,028 1.75%
Jeffrey J. Kraws (5) 363,160 *
A. Joseph Rudick, M.D. (6) 81,318 *
Jeffrey Wolf, Esq. (7) 32,527 *

All officers and directors as a group (6 persons) 28,891,864 --> [83.17%]


Now I have read these shares including Manion's 340K are restricted for one year, so that leaves about 6 million unaccounted for that the company could sell to the public but if they don't put any out there then we are looking at a dangerously low float...
I will be calling to confirm this on Monday but I think this has alot of potential to say the least...

400K float watchout...
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SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1075

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[Re: SFPH Merger]
Also note, SFPH was resurrected from CH7 and did a large reverse split (1 for 250). That probably wiped out a large number of shareholders.

2. Bankruptcy Proceedings

On June 6, 2003, the Registrant filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Western District of New York (case no. 03-22303). On July 6, 2005, the Bankruptcy Court approved an Order confirming the sale of the public shell to Glenin Bay Equity, LLC. The transaction confirmed by the Bankruptcy Court authorized Glenin Bay Equity, LLC. to receive 70,000,000 shares of common stock or 70.3% of common shares outstanding.

Resultant Change in Control: In connection with the Order confirming the sale of debtor's interest to Glenin Bay Equity, LLC. approved by the U.S. Bankruptcy Court Western District of New York on July 6, 2005, the Court authorized a change in control pursuant to which Michael F. Manion will become our new director. The new board of directors appointed Michael F. Manion as chief executive officer and chief financial officer on July 8, 2005. The Court order further provided that the sale was free and clear of liens, claims and interests of others and that the sale was free and clear of any and all other real or personal property interests, including any interests in Sheffield’s subsidiaries. The issuance of 70,000,000 shares of common stock along with a change in our board has resulted in a change in control.

SEC 10Q Filing

13:46 10/03/2005 SFFPQ Sheffield Pharmaceuticals, Inc. Common Stock (No Par Value) SFPH Sheffield Pharmaceuticals, Inc. New Common Stock 1-250 R/S**

OTCCBB Reverse Split Link
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SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1074

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[Re: SFPH Merger]
Per the 8K filing:

- so that at the time of the Merger the Registrant had 737,717 shares of common stock issued and outstanding excluding the shares issued to the shareholders of Pipex"

- As a result of the Merger, Pipex became a wholly-owned subsidiary of the Registrant and the shareholders of Pipex shall have acquired approximately 97.87% of the Registrant’s issued and outstanding stock. The Registrant currently has a total of 34,737,717 issued and outstanding shares of Common Stock.

So,

Manion kept 340,000

Float appears to be 397,717 (737,717 - 340,000)

SEC 8K Filing
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SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1071

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[SFPH Merger]
Hello guys, I'm MWM from Ihub and HSM if anyone knows me here... My buddy PDC runs the Magic board over on IHUB and he specializes in very cheap low float shell plays...

Any way, I have stumbled across SFPH and the more I read the more I'm liking this company Pipex that is merging into this shell, the 8K will blow you away with the drugs they have in the pipeline...

My real question however is with the share structure, now from what I can tell the O/S was 3.1 million before the merger, then the former CEO sold 2.4 million of his 2.7 million shares to Pipex which they plan to retire, keeping 300K for himself. Now asssuming he holds for a little while that leaves essentially nothing left in the float... True Float 700K - 340 of former CEO = about 300K left...
Now Pipex will issue 34 million for the O/S but I'm seeing that all of these shares might be restricted for 1 year.
Now if all this is correct then this stock might go nuts... Does anyone have any insight over here on My DD
Thanks
Mike
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SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1070

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[Pipex Therapeutics website...]
www.pipexinc.com
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SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1069

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[New CEO has been in several other deals]
Steve H. Kanzer, CPA, Esq.


Mr. Kanzer, 42, is a co-founder of Pipex Therapeutics, Inc. and has served as President since our inception in February 2001. In September 2004, Mr. Kanzer assumed the additional roles of Chairman, President and Chief Executive Officer and serves on a full-time basis at our corporate headquarters in Ann Arbor, Michigan. Mr. Kanzer has also been a director and officer of our subsidiaries, including Solovax, Inc., Effective Pharmaceuticals, Inc. and CD4 Biosciences, Inc. Since December 2000, he has served as co-founder and Chairman of Accredited Ventures Inc. and Accredited Equities Inc., a venture capital firm and NASD-member investment bank, respectively, which both specialize in the biotechnology industry. Accredited Ventures has funded substantially all of our operations to date. Mr. Kanzer was co-founder, Chairman, President and Chief Executive Officer of Developmental Therapeutics, Inc., a cardiovascular drug development company which was developing an oral thyroid hormone analog, DITPA, for congestive heart failure. Developmental Therapeutics was acquired in October 2003 by Titan Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. Prior to founding Accredited Ventures and Accredited Equities in December 2000, Mr. Kanzer co-founded Paramount Capital, Inc. in 1991 and served as Senior Managing Director-Head of Venture Capital at Paramount Capital until December 2000. While at Paramount Capital, Mr. Kanzer was involved in the formation and financing of a number of biotechnology companies and held various positions in these companies. Mr. Kanzer was founding Chairman of the Board of Discovery Laboratories, Inc. from 1995 through 1999. From 1997 until 2000, Mr. Kanzer was founding President of PolaRx Biopharmaceuticals, Inc., a biopharmaceutical company that licensed and developed TRISENOX® (arsenic trioxide), a leukemia drug that was approved by the FDA in 2000 and which currently holds the FDA record for fastest drug ever developed from IND filing until NDA approval (30 months). PolaRx was merged with Cell Therapeutics Inc. (NASDAQ:CTIC) in January 2000, resulting in CTIC becoming the second best performing stock for the year 2000. Cephalon acquired the rights to TRISENOX® in 2005 for $165 million and currently markets the drug. Since 1996, Mr. Kanzer has served as a member of the board of directors of DOR BioPharma, Inc., a public biotechnology company that is preparing to file an NDA for orBec® (oral beclomethasone dipropionate), a drug that Mr. Kanzer licensed in 1997. Mr. Kanzer currently serves as non-executive Vice Chairman of the Board of DOR and also served as Interim President from June 2002 until January 2003. In March 1998, Mr. Kanzer led the privatization of the Institute for Drug Research Kft. (IDR) in Budapest, Hungary, a 400-employee, 26 acre pharmaceutical research and development center. Since 1950, IDR operated as the central pharmaceutical R&D center for the country of Hungary, served the active pharmaceutical ingredients (API) needs of Eastern Europe, and performed original drug discovery research, resulting in the registration of over 80 API products. Mr. Kanzer served as Chief Executive Officer of IDR from March 1998 and led the sale of IDR to IVAX Corporation in October 1999. Mr. Kanzer has also been a co-founder and director of 23 biotechnology companies, including Avigen, Inc., XTLBio, Boston Life Sciences, Inc. and Titan Pharmaceuticals, Inc., all publicly traded companies. Prior to joining Paramount Capital in 1992, Mr. Kanzer was an attorney at the law firm of Skadden, Arps, Slate, Meagher & Flom in New York where he specialized in mergers and acquisitions. Mr. Kanzer received his J.D. from New York University School of Law in 1988 and a B.B.A. in Accounting from Baruch College in 1985, where he was a Baruch Scholar. Mr. Kanzer is active in university-based pharmaceutical technology licensing and has served as Co-Chair of the New York Chapter of the Licensing Executives Society (LES).

SEC 8K Filing
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