Plaintiffs are claiming that they deserve more shares than they got because they had in place "anti-dilution" clauses that required that the company lower their price if anyone was issued new WARRANTS at lower prices..
Apparently, SHARES were issued at lower prices after the plaintiffs Warrants were in place to other Investors.
they were issued to warrants and debentures that had conversion dates that had already
been established PRIOR to the Plaintiffs agreements-
Therefore the plaintifs claims that the company should have lowered the plaintiffs price is a little thin,,
In my opinion it would only apply to NEW warrant aggrements signed AFTER the plaintiffs, and I don't really know because I have not read the "Anti- Dilution Agreements" for these plaintiffs, but to claim that they should get a lower price because some other investor got a better deal before they came along sounds kinda dumb....
The whole issue comes down to SHARES vs WARRANTS - If the "Anti-Dilution Clauses indicates "NEW WARRANTS" then the plaintiffs have no case,, IF they indicate "NEW SHARES" Then we owe approx 380 million shares ,,,,
If we lost em all that represents 22% of the float -
BOTTOM LINE - EVERYONE WANTS ACTC SHARES!
AL The Profit
PS have to admitt - This is speculation on my part - I am not a lawyer - But my good friend is,,,
I'm not a lawyer, but have had my share of fun with the court system. The ONE thing that must be kept in mind at all times is that words are extremely important. To that end, I'd like to point out something that has me wondering how in the world CAMOFI and CAMZHN can possibly prove it:
Number 3 under "Nature of the Action" reads:
"Notwithstanding its clear and unambiguous contractual obligation to inform the Funds of any reduction in the warrants' or debentures' exercise or conversion prices, as applicable, on several occasions defendant issued shares of common stock at a price per share lower than the relevant conversion prices of the debentures and exercise prices of the warrants but did not so notify the Funds. By concealing this information from the Funds, defendant deliberately misled the Funds so that they would not know that their interests had been diluted."
Thems fightin' words, and a good lawyer will salivate over the phrasing. "Concealing" and "deliberately misled" are intentional acts, and it can sure be difficult to prove deliberate intention beyond a reasonable doubt Sounds like they'll have to prove that ACTC intentionally "concealed" and "deliberately mislead" the Plaintiffs. Good luck with that! What, is there an internal ACT email that says "Whatever you do, don't tell those Caymen yahoos about this sale!"? Not meeting a responsibility is in no way evidence of the intention to do so.
Thing is, if the plaintiffs can't prove intention to conceal and mislead, the judge could just throw the case out. Ah, the power of words!
And that's not the only section where intentional actions were implied. From #4: "...defendant intentionally used conversion and exercise prices that were too high...".
What's the plaintiff's track record in lawsuits like this again?
My take is that everyone in that company including the late great Caldwell suck who have not even bought any shares in the last year....now I will give Bill a little slack because he is not living...but I am still not happy with this crap.