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Posted On: 09/17/2025 1:08:06 PM
Post# of 87831
Re: postal lady #87660
Here are the facts that answer your questions and clear up the “windfall” narrative:
1. How Dalton became CEO and a majority holder (2001–2002)
• On January 1, 2002 Univec acquired Physician & Pharmaceutical Services, Inc. (PPSI), a Baltimore company founded by Dr. David Dalton. As part of that transaction he became President & CEO.
• Consideration included 2,567,000 common shares plus an option to purchase 3,955,000 shares at $0.01. He exercised that option on January 8, 2002 with his own funds, bringing his total to 6,522,000 shares—over 43% of the company at that time.
• On October 7, 2002 Dalton converted $213,450 of working‑capital advances he personally made to Univec into 10,672,500 additional shares. After that conversion he beneficially owned 17,194,500 shares, over 55% of the outstanding common stock.
Bottom line: the controlling stake came from (a) consideration for selling PPSI into Univec and (b) converting personal loans to the company into stock—not a giveaway.
2. Why the September 2022 issuance happened and why it wasn’t a windfall
• In September 2022 Univec’s transfer agent received counsel’s opinion authorizing the issuance of 183,173,158 restricted shares to Dalton in exchange for retiring $1,740,145 in accrued employee benefits owed to him (i.e., earned compensation carried on Univec’s books).
• The conversion price used was $0.0095 per share, which was 10% above the market close on August 30, 2022 ($0.0086). The shares carried a Rule 144 restrictive legend (i.e., not freely tradable).
• Before that issuance he held 1,219,949,379 of 2,339,923,522 outstanding shares (≈52.13%). After the issuance he held 1,403,122,537 of 2,523,096,680 (≈55.61%).
• Translation: the 2022 shares compensated accrued obligations already owed, at a premium to market, and were restricted. That’s not self‑dealing or a surprise jackpot; it’s debt/compensation settlement.
3. About the “he got 55.6% for $11,000” claim
• The record shows the 2002 control position was earned via PPSI consideration plus conversion of $213,450 of personal advances—not $11,000.
• The 2022 step to ~55.6% reflects settlement of $1.74M in accrued compensation at a premium conversion price, in restricted stock.
4. What this means
• CEO role: tied to selling PPSI into Univec and leading the combined business.
• Majority ownership: built through deal consideration and converting money he put into the company (2002) and later by settling booked, owed compensation (2022).
• No “bandit” moment: both events are documented, priced, and either funded personally (2002 exercise) or offset obligations Univec owed (2022 accruals).
https://www.sec.gov/Archives/edgar/data/10298...nnsylvania
https://www.sec.gov/Archives/edgar/data/10298...utstanding
https://www.sec.gov/Archives/edgar/data/10298...tockholder
1. How Dalton became CEO and a majority holder (2001–2002)
• On January 1, 2002 Univec acquired Physician & Pharmaceutical Services, Inc. (PPSI), a Baltimore company founded by Dr. David Dalton. As part of that transaction he became President & CEO.
• Consideration included 2,567,000 common shares plus an option to purchase 3,955,000 shares at $0.01. He exercised that option on January 8, 2002 with his own funds, bringing his total to 6,522,000 shares—over 43% of the company at that time.
• On October 7, 2002 Dalton converted $213,450 of working‑capital advances he personally made to Univec into 10,672,500 additional shares. After that conversion he beneficially owned 17,194,500 shares, over 55% of the outstanding common stock.
Bottom line: the controlling stake came from (a) consideration for selling PPSI into Univec and (b) converting personal loans to the company into stock—not a giveaway.
2. Why the September 2022 issuance happened and why it wasn’t a windfall
• In September 2022 Univec’s transfer agent received counsel’s opinion authorizing the issuance of 183,173,158 restricted shares to Dalton in exchange for retiring $1,740,145 in accrued employee benefits owed to him (i.e., earned compensation carried on Univec’s books).
• The conversion price used was $0.0095 per share, which was 10% above the market close on August 30, 2022 ($0.0086). The shares carried a Rule 144 restrictive legend (i.e., not freely tradable).
• Before that issuance he held 1,219,949,379 of 2,339,923,522 outstanding shares (≈52.13%). After the issuance he held 1,403,122,537 of 2,523,096,680 (≈55.61%).
• Translation: the 2022 shares compensated accrued obligations already owed, at a premium to market, and were restricted. That’s not self‑dealing or a surprise jackpot; it’s debt/compensation settlement.
3. About the “he got 55.6% for $11,000” claim
• The record shows the 2002 control position was earned via PPSI consideration plus conversion of $213,450 of personal advances—not $11,000.
• The 2022 step to ~55.6% reflects settlement of $1.74M in accrued compensation at a premium conversion price, in restricted stock.
4. What this means
• CEO role: tied to selling PPSI into Univec and leading the combined business.
• Majority ownership: built through deal consideration and converting money he put into the company (2002) and later by settling booked, owed compensation (2022).
• No “bandit” moment: both events are documented, priced, and either funded personally (2002 exercise) or offset obligations Univec owed (2022 accruals).
https://www.sec.gov/Archives/edgar/data/10298...nnsylvania
https://www.sec.gov/Archives/edgar/data/10298...utstanding
https://www.sec.gov/Archives/edgar/data/10298...tockholder
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