By: rarboston
29 Jan 2004, 07:05 PM EST
Msg. 136978 of 137122
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The selling stockholders consist of:

o Certain investors in a private placement as more fully set forth on page 17, who intend to sell 37,984,657 shares of common stock, of which 14,197,991 shares are issuable upon the exercise of certain warrants.

o Certain officers and directors of Advanced Viral as more fully set forth on page 17, who intend to sell up to 48,160,000 shares of common stock issuable upon the exercise of certain stock options.


By: Ourobouros
29 Jan 2004, 07:11 PM EST
Msg. 136981 of 137123
(This msg. is a reply to 136976 by mind31.)
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My one caveat to that question (oral administration) is Chuck Miller's version of Reticulose (he DOES have it) is sold as an oral dose.

IMMC::

http://www.immunofoods.com/

I believe he will stand by his "recipe" and that it actually is absorbed.

For me, that is powerful medicine.
By: kevtod
29 Jan 2004, 07:52 PM EST
Msg. 137004 of 137127
(This msg. is a reply to 136970 by mind31.)
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If Bernie Friedland did in fact divest all of his ADVR holdings.....

......That, IMO, would be a huge "NO CONFIDENCE" vote.

Then, my question will be.....Is it a "NO CONFIDENCE" vote in the current management's ability to EVER bring this drug to market......OR, Is it a "NO CONFIDENCE" vote for the drug itself ????? Hmmmmmmm......

I'm really trippin' that nobody seems to think this is any big deal.....

Oh Well.....-kevtod
By: Postal
29 Jan 2004, 07:52 PM EST
Msg. 137006 of 137127
(This msg. is a reply to 136978 by rarboston.)
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I don't recall seeing a filing like this before. If I'm reading it correctly 75% of the registration would be exercised shares ranging in cost of .05 to 1.00. This would bring quite a sum of money into ADVR's account. Many of these shares are excercisable well above the current stock price. I don't see how they would go ahead with this sale unless the price went up substantially and buying interest was great. Otherwise it would cost the sellers millions. I would love an opinion from Shaggy's son.

By: Postal
29 Jan 2004, 08:05 PM EST
Msg. 137016 of 137127
(This msg. is a reply to 137008 by rarboston.)
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They are not specific but the range is from .09 to 1.00 for the warrants.
(1) This represents the number of shares of common stock issued and outstanding on January 28, 2004.

(2) Includes the shares issued or issuable to the selling stockholders in this offering. Excludes: (i) 62.1 million shares issuable upon the exercise of outstanding stock options at exercise prices ranging from $0.052 to $0.36; (ii) 58.9 million shares issuable pursuant to outstanding warrants at exercise prices ranging from $0.091 to $1.00; and (iii) approximately 16.5 million shares issuable upon the conversion of outstanding convertible debentures.


3
By: rarboston
29 Jan 2004, 08:11 PM EST
Msg. 137019 of 137127
(This msg. is a reply to 137016 by Postal.)
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The vast majority of warrants and options have low strike prices, and you are correct....in addition to the 620M outstanding shares, one must add:

Excludes: (i) 62.1 million shares issuable upon the exercise of outstanding stock options at exercise prices ranging from $0.052 to $0.36; (ii) 58.9 million shares issuable pursuant to outstanding warrants at exercise prices ranging from $0.091 to $1.00; and (iii) approximately 16.5 million shares issuable upon the conversion of outstanding convertible debentures.

for a total of 757M outstanding shares!

By: kevtod
29 Jan 2004, 08:13 PM EST
Msg. 137020 of 137127
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STOCKHOLDERS

The approximate number of holders of record of our common stock as of January 28, 2004 is 3,364, inclusive of those brokerage firms and/or clearing houses holding shares of common stock for their clientele (with each such brokerage house and/or clearing house being considered as one holder).

********************************************************

Who the heck came up with the 12,000 number ????

IAG......-kevtod
By: Postal
29 Jan 2004, 08:15 PM EST
Msg. 137024 of 137127
(This msg. is a reply to 137018 by SUE32073.)
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I'm not an expert Sue so I don't want to misinform. From this statement 62 million of the registered shares are options and warrants.
The selling stockholders consist of:

o Certain investors in a private placement as more fully set forth on page 17, who intend to sell 37,984,657 shares of common stock, of which 14,197,991 shares are issuable upon the exercise of certain warrants.

o Certain officers and directors of Advanced Viral as more fully set forth on page 17, who intend to sell up to 48,160,000 shares of common stock issuable upon the exercise of certain stock options.

By: Ourobouros
29 Jan 2004, 08:26 PM EST
Msg. 137031 of 137127
(This msg. is a reply to 137004 by kevtod.)
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Kevin, there's a big question here. If he divested, it may not necessarily be negative.

Many times folks who simply want their cash because of various reasons. We do not know what his social/financial/family standing is. It is possible, if he divested, he did it for reasons totally unrelated to his viewpoints on the success or failure of ADVR.

Give it a chance to breathe, call the company - and before you strike a notion of negativity, make sure ALL the pertinent facts are known.

I do know, for instance, MANY times when Bregman S-1ed it, he did it for reasons unrelated to the company - actually finally selling shares because he needed the money for personal reasons and NOT because he thought he saw failure for ADVR.

it is ALSO possible that Friedland simply grew tired of waiting - just like many of us and wanted/needed his cash. He is no longer with the company and thus it IS possible he simply doesn't care any longer.
By: kevtod
29 Jan 2004, 08:34 PM EST
Msg. 137035 of 137127
(This msg. is a reply to 137031 by Ourobouros.)
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bernie- I have already considered every thing you say in this post.....And, if we were talking about 1 million sold here or 4 million sold there....You are right, it's probably for a new car or condo or whatever......But.....

ALL 32 MILLION SHARES ????? Not even leaving 1 share on the table ????

IMO- That's negative, no matter how you slice it !!!

C'mon bern- You're telling me that after 20+ years of commitment, it came down to this.....

"it is ALSO possible that Friedland simply grew tired of waiting - just like many of us and wanted/needed his cash. He is no longer with the company and thus it IS possible he simply doesn't care any longer."

Can you really believe that ????.....Not me.....

IAG.....-kevtod
By: kevtod
29 Jan 2004, 08:44 PM EST
Msg. 137040 of 137128
(This msg. is a reply to 137037 by rarboston.)
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rar- All I can say is what i can read.....

Bernie Friedland has always been listed as a "Beneficial Holder" along with the others.....

Name of Beneficial Owner Number of Shares Owned(1)
------------------------ ---------------- ------------

William Bregman (2) 38,086,988 6.8%
Shalom Z. Hirschman, MD (3) 39,100,000 6.6%
Eli Wilner (4) 24,130,000 4.2%
Alan V. Gallantar (5) 4,547,880 0.8%
David Seligman (6) 7,825,000 1.4%
Nancy J. Van Sant (6) 5,250,000 0.9%
Roy Walzer (6) 6,653,800 1.2%
Elma S. Hawkins, Ph.D., MBA (6) 750,000 0.1%
Cornell Capital Partners, LP (7) 58,525,943 10.0%

---------- ----
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (6 PERSONS) 49,156,680 13.7%
========== ====
********************************************************

The last filing wherein he was listed along with the rest of them, was back in July of 2003.

-kevtod

PS- (PS- Just as a note, I see that Bill Bregman sold some 60,000 shares since last July also. I have no issue with that. It just really strikes me as strange that BF would have sold out all his ADVR holdings.....And, to me it is a total negative.....)


By: kevtod
29 Jan 2004, 08:55 PM EST
Msg. 137042 of 137128
(This msg. is a reply to 137041 by rarboston.)
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rar- This is how it used to be.....

NAME OF BENEFICIAL OWNER NUMBER OF SHARES OWNERSHIP(1)
------------------------ ---------------- ----------------

Bernard Friedland(2, 3) 28,541,730 5.9%
William Bregman(2, 4) 38,146,988 7.9%
Shalom Z. Hirschman, MD(5) 39,100,000 7.5%
Eli Wilner(7) 4,500,000 *
Alan V. Gallantar(6) 4,547,880 *
David Seligman(8) 1,887,500 *
Nancy J. Van Sant(8) 937,500 *
Roy Walzer(8) 1,041,300 *
---------------- ----------------
All directors and executive officers as a group (6 persons) 52,014,180 9.7%
================ ================

---------------


* Represents less than 1%.

(1) Based on 483,484,636 shares of common stock outstanding on July 14, 2003,
but excluding: (i) outstanding stock options to purchase an aggregate of
approximately 61.9 million shares of common stock at an exercise prices
ranging from $0.08 to $0.36, of which approximately 56.3 million are
currently exercisable; (ii) outstanding warrants to purchase an aggregate of
approximately 58.7 million shares of common stock at prices ranging from
$0.091 to $1.00, of which warrants to purchase 43.7 million shares are
currently exercisable; (iii) approximately 50.0 million shares of common
stock underlying certain outstanding convertible debentures; and (iv) up to
95,712,595 shares of common stock to be issued under the Equity Line of
Credit. Shares beneficially owned include shares that may be acquired
pursuant to the exercise of outstanding stock options that are exercisable
within 60 days of July 14, 2003.

(2) Pursuant to their severance agreements with Advanced Viral, each of Messrs.
Bregman and Friedland have granted to Advanced Viral, with respect to the
election of directors and compensation packages for directors of Advanced
Viral, an irrevocable proxy to vote such shares of common stock at any
stockholders meeting until the earlier to occur of November 29, 2003 or as
to those shares sold, the date of the sale of such shares by either Mr.
Bregman or Mr. Friedland, as the case may be, to one or more unrelated
parties.

(3) Includes 20,000,000 shares owned by Mr. Friedland and Shirley Friedland, his
spouse, as joint tenants; and 400,000 shares owned by the B&SD Friedland
Foundation, a not-for-profit foundation controlled by Mr. Friedland. Does
not include 15,000 shares owned by Shirley Friedland as to which Mr.
Friedland disclaims beneficial ownership.

*********************************************************
Perhaps with their resignations, they are no longer required to file Form 144 ??? But, in any event, the right of first refusal issue -IMO- should have been reported to shareholders as a "material event"......Hey Now, that's an additional 32,000,000 shares added into the public float over the past year.....

IAG.......-kevtod
By: ejagacki
30 Jan 2004, 09:40 AM EST
Msg. 137064 of 137129
(This msg. is a reply to 137062 by DIAMONDring.)
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Diamond:

My take is that the new CEO is already selected and has already agreed.

Now that they can show him/her the money, I would be surprised if we don't have an announcement in Feb (probably the early part).

Of course, I've been wrong before, but this seems to follow unemotional logic (Skoke would concur, I'm pretty sure...)


By: SUE32073
30 Jan 2004, 11:11 AM EST
Msg. 137078 of 137129
(This msg. is a reply to 137069 by Chrisdez.)
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That's funny, Chris, I was thinking the same thing! Why NOW; why are ALL these Beneficial Owners registering to either, sell or exercise options. I also believe there has GOT TO BE A SOME KIND OF RULE ABOUT HOW LONG AFTER A BENEFICIAL OWNER PROCLAIMS SUCH THAT HE/SHE IS THINKING OF DOING SOMETHING OR OTHER IN A S-1 REGISTRATION!!! It's just not logical to think Beneficial Owners can just "haphazardly" mention in a SEC report they are "thinking" about performing a stock transaction, and then a month or so later, decide, Oh never mind, I changed my mind. I believe I also read that there was a statement in the S-1 that "more than likely" those listed will, indeed, "sell/exercise"!

Does 60 days time frame....sound about right? The S-1 stated the company has enough funds to keep their doors open until March 31, 2004.

By: spoilerdave
30 Jan 2004, 11:49 AM EST
Msg. 137087 of 137129
(This msg. is a reply to 137086 by taxman221.)
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Taxman: Long since 1996 - trying to get my $$$ back

LOL --

The product is awesome, the company has had it's fair share of issues. For quite some time cash flow has been rough. If they can get it sorted out and actually sell product R or whatever they call it these days... well... then we'll be in good shape and I'll get my money back plus.

I originally bought this at $1.46/share I believe back in '96, I've since averaged down to almost .10 so I guess I'm back in the black... for now...

Still long, patiently waiting... and lurking...

Spoilerdave