Schedule 13G - 2,015,000 shares (Dec 31/15 event filed March 25/16) = 2010 Share Offering rolled into the 2015 Exchange Agreement
Petercam acts as investment manager with respect to, and exercises investment discretion with respect to the Common Stock directly owned by, a number of private investment funds, including Horizon L, a Luxembourg corporation.
Luxembourg is the most notable tax haven around the world. The country offers secrecy and advantageous tax laws for large corporations. Luxembourg draws the largest corporations from around the world that are seeking asylum from large corporate taxation, specifically in countries such as the United States where the corporate tax rate at 35%, as of 2015, is the third highest in the world. In comparison, Luxembourg has a corporate tax rate of 21%, significantly lower than that of the U.S.
Lindsayleeds, after reviewing all share offerings/exchange including the 2010 share offering, GPP has converted preferreds and sold shares. Approx. 11.3M (36%) shares have been sold to third parties, and only 2.68M (9%) shares and 78K preferred are held by GPP et al. Looks to me like a consortium owns a large portion of Bovie Medical Corporation.
Between March and June 2015, 4,130,139 GPP shares changed hands, and on February 24, 2016, 3,795,626 GPP shares changed hands = 7,925,765 shares or 29% of outstanding shares. GPP has a 10% stake.
Case 8:12-cv-01498-VMC-TBM Document 78-1 Filed 08/02/13
Declaration of Phillip Hong Kao
I, Mr. Phillip Hong Kao, am submitting this declaration on behalf of Mr. Steve Livneh concerning
the vessel sealing sales and marketing opportunity in China for the Seal-N-Cut disposable vessel
sealing forceps and its dedicated Icon-VS generator....
I am so confident that we can achieve the following sales figures, which I deem to be conservative, that I am willing to commit to purchase the number of Seal-N-Cut and Icon-VS units referenced below from Mr. Livneh for each year 1 through 5:
1. Year 1 from product launch:
A. 200 Icon-VS generators at US$12,000 per unit (our group will sell at US$40,000 to 50,000 to customers), with revenues to Mr. Livneh of $ 2,400,000.
B. 30,000 Seal-N-Cut hand pieces at US$450 per unit (we will sell at $1,000-1,200 per instrument), with revenues to Mr. Livneh of $13,500,000.
2. Year 2 to 5 sales projections:
A. Anticipated industry growth for the next 4 years of 20% per year (probably significantly higher), results in projected approximate revenues to Mr. Livneh for both the Seal-N-Cut and Icon-VS products combined of Year 2: US$19,000,000; Year 3: US$23,000,000; Year 4: US$27,500,000; and Year 5: US$33,000,000.
The prices above are based on the current market for foreign made dedicated generators and disposable hand instruments. Mr. Livneh's net revenues may be higher if he chooses to use his own direct sales force, led by proven experts. The forecast above is based on my group handling the sales exclusively with Mr. Livneh's manufacturing group.
From Case 8:12-cv-01498-VMC-TBM Document 1, Page 7 filed August 2, 2013.
The WEZ Contract required Lican or its financiers to provide US $10,000,000 in capital for the project. Lican and the Ma Group reached an agreement in which Ma would invest US $4,000,000 for 40% of the issued shares of the JVC and Lican and its financiers to provide the US $10,000,000 as required by the WEZ Contract.
Series B convertible preferred stock converted Feb 24, 2016 = 3,795,626 @ $2.50 = $9,489,065 ~ $10M, and the 2010 offering yielded 1.5M+ shares ~ $4M
From Case 8:12-cv-01498-VMC-TBM Document 1, Page 7 filed August 2, 2013. The WEZ Contract required Lican or its financiers (GPP) to provide US $10,000,000 in capital for the project. Lican (Livneh) and the Ma Group (RC?) reached an agreement in which Ma would invest US $4,000,000 for 40% of the issued shares of the JVC and Lican and its financiers (GPP) to provide the US $10,000,000 as required by the WEZ Contract.
Series B convertible preferred stock outstanding, which is 1,975,639 converted to 3.95M = $10M, and the 2010 offering that yielded 1.5+M shares = $4M.
The following statement on the Schedule D is misleading because 3,795,626 of the 3,912,012 shares were converted which led to the filing. The outstanding shares will increase from 27,194,251 to 30,989,877 when BVX reports Q1 earnings. There should be 77,826 Preferred shares (155,652 Common) left to convert.
The foregoing does not include: (i) Series A 6% preferred stock convertible into 3,912,012 shares, collectively owned by each of BMVF, BOVF, BIVF, GEF-PS, and WS. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such conversion or exercise (the “Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership by such reporting persons up to the Ownership Cap.
On March 11, 2015, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders (the “Series A Holders”) of its Series A 6% Convertible Preferred Stock (the “Series A Preferred Stock”) and common stock purchase warrants (the “December 2013 Warrants”) issued by the Company in December 2013 pursuant to which the Series A Holders have agreed to exchange all of their shares of Series A Preferred Stock and all of their December 2013 Warrants for 3,588,139 shares of our newly created Series B Convertible Preferred Stock (“Series B Preferred Stock”) immediately prior to the consummation of the offering pursuant to this prospectus supplement, provided that this offering has gross proceeds to us of at least $8,000,000. The Series A Holders have agreed to exchange 3,500,000 shares of Series A Preferred Stock and December 2013 Warrants to purchase 5,250,000 shares of the Company’s common stock in exchange for 3,588,139 shares of our newly created Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into two (2) shares of our common stock. Pursuant to a registration rights agreement (the “Registration Rights Agreement”), the Company has granted the holders of Series B Preferred Stock certain registration rights for the shares of common stock issuable upon the conversion of the Series B Preferred Stock. A description of this transaction and copies of the Exchange Agreement, Registration Rights Agreement and Certificate of Designation are contained in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2015. In connection with this exchange, the special committee of our board of directors has engaged an independent investment banking firm to serve as financial advisor to provide professional valuation, financial and market related advice and assistance.
Looks like 1.9M preferred or 3.9M common shares changed hands
Item 4. Purpose of Transaction
The securities of the Issuer were acquired for investment. Each of the Reporting Persons has, subsequent to the date of acquisition of the securities, determined to seek to influence the board of directors of the Issuer to take more affirmative steps designed to maximize shareholder value, including, if appropriate, seeking changes to the composition of the board of directors, and/or encouraging the Issuer to evaluate strategic alternatives. None of the Reporting Persons has yet formulated any specific plan to implement such new determination. See Item 6 below for additional information.