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There was no stipulation of NASDAQ on being a part of this deal. The whole point of the "business combination agreement" with a SPAC that had $19 in cash was to sell more shares. Wasn't that the reason the Authorized Share count increased?
Looks like the drama will probably continue in court starting with seizure of all the execs assets. IMO this will get ugly if they don't take care of the shareholders of record on the date that they got the shares issued to them. CC and the good Dr. will have to fairly compensate shareholders for the IP or patents or products they're attempting to walk away with on top of supposed div shares of SAGA.
Cancel the 9m shares for insiders? Don't you get it, that what exactly the whole point. They were pumping the itv-1 Africa mess right into this whole deal, they thought it would go through fast and their 9m shares would be issued into the Africa trials hype, they wouldn't have a lock-up period like commons would, then they immediately sell them as fast as they can, even they knew they wouldn't get $10 each for them, they would sell heavier than bids would fill, but even if it got down to $1 per share after selling, they'd have made millions on the way down, and commons aren't a threat because you can't sell them. By the time you could, they'd be worthless, management knew this of course, it was all designed to make them rich, not you. Why else sell cures for the world for chump change like this?
IMO the date of record would've been when the initial shares of SAGA were granted to the ENZC insiders. If you owned shares of ENZC on that date. You should be issued shares of the subs that went into SAGA or the breakoff companies of CC or the good DR. You would be entitled to compensation for that transactional agreement as well. Even if they didn't have an agreement for when CC and the good DR. split off to start their new companies. Compensation would be due for anything that was moving over to SAGA or was being separated from ENZC.
Valuator2, I think the 9 million shares initially issued to ENZC management should be canceled. Management should participate pro-rata in the 29 million new agreement shares. If this is not done, the new SAGA company will never be allowed on NASDAQ.
That dividend will be worth pennies after insiders dump all their shares into pumping PRs and you finally get them unlocked after 6 months or so, and everyone at once tries to dump that trash into no bids, no idea why anyone is excited for those dividends, they're absolute trash, only insiders will capitalize off of this, then run and retire in Bulgaria lol
I want my DIVIDEND! eom
Not to my knowledge.
There was one old PR, and on the one Emerging Technologies Online Investor Forum broadcast, where Harry told how he developed the delivery systems for both Clone3 and Clone7, and helped modify Clone7 with the additional conserved sites mapped out by the AI tool. It was the last time anyone even mentioned any work by J. Catropia, to my knowledge.
And then on the same broadcast, Charles said this was all ENZC proprietary product, no mention of any other effectively active ownership other than ENZC. SAGA bought all IP, which I do not think was contingent on a NASDAQ listing, and would not bother buying BGEN without it.
Have we seen a "Shareholder of record" date issued?
FWIW...from today's PR:
https://finance.yahoo.com/news/sagaliam-acquisition-corp-announces-novation-120000626.html
Apparently, BGEN still has all its IP and assets:
I was unaware that Harry had anything to do with Clone3 or Clone7. I thought Harry's contribution to this business combination agreement was ITV-1. The story told was that ITV-1 and Clone3 were beneficial to each other.
The up date on div payout shouldn't come from ENZC admin but from SAGA admins.
The board can rattle on endlessly but financial benefits & their value if any, owed to us as retail speculators, will remain unknown until new board directors & other details inform investors soon. Hopefully it’s not a big shit sandwich that everyone will have to take a bite.
Trade on ENZC.
The PR two weeks ago just told us they were working with FINRA to proceed with the dividend payout.
I’m on the road and can’t look but I don’t remember seeing where Harry said he would give the shareholders the dividend shares in his release.
LOL,,, no argument there, but ENZC does exist, so SAGA could sub-out stuff until the new entities get listed again as businesses in operation.
It's a mess, but one thing these low-lifes do well, is get new companies up and in soft operation fairly fast.
Post the signed contract or link to it, I do not have it. Both press releases at the time of the competition in September clearly stated “the combined company is expected to trade on the Nasdaq”. We were repeatedly told we were getting $10 dividend shares that were trading on the Nasdaq. I was asking you what the point of the deal would have been if Nasdaq wasn’t part of it and yet to get an answer.
It's my last time asking. Please post where in the signed contract it said that SAGA had to be listed on Nasdaq. That document is the ONLY legally binding doc to get info from. If it doesn't, which I have not seen, then that point is moot.
We can then move on to the many other issues at hand.
There was one saying Chandra resigned from BGEN
Yes, that's got to change, IMO. Maybe they get around that for now by having SAGA handle it, but I'd like to see how they will characterize and justify it.
by any chance, anyone remembers seeing any PRs that said Charles and Chandra have departed from BGEN ?
Totally agree, just said you're part of the discussion with today's most valuable post. I'm withholding judgement but acknowledging the speculation of others here is highly probable, by about 65% imho.
Still, I'm hoping what I see as the 35% possible alternative will still come to pass.
GLTY
The question still remains. If you owned ENZC shares at the time of the deal announcement. The ownership of the two companies and all of their IP transferred to SAGA. All ENZC share holders of record on that date are owed shares of the two companies that moved to SAGA or just compensation for that property that was sold off by ENZC. Shares of SAGA or of the two break off companies need to be distributed to share holders of record on the date that the property was turned over to SAGA. Seeing that the deal was not canceled and CC and the good Dr. left to start new companies. We the share holders of record need to be compensated with partial ownership of the two new companies that broke off from SAGA. Not sure how this will play out but I'm guessing from reading the PRs that legal action including class action will be involved.
Now that we're in the trips, the sales volume should remain immense until the next PR.
Okay, but if Kostiner set up that SPAC for BGEN and the deal fell apart, ownership no longer existed on the Subs, then it should all have fallen back to ENZC, it can't fall past that without Harry signing off on it.
So many legal corporate issues and loophole for a miniature research level company with about 10 or less employees. I have a company the same size, happy to keep it private.
Okay, but if Kostiner set up that SPAC for BGEN and the deal fell apart, ownership no longer existed on the Subs, then it should all have fallen back to ENZC, it can't fall past that without Harry signing off on it.
So many legal corporate issues and loophole for a miniature research level company with about 10 or less employees. I have a company the same size, happy to keep it private.
Docsetc, I am not at all in the camp that BGEN is an empty shell or that the IP is gone. I don't see any proof that BGEN doesn't have its IP or that CC or JC have left BGEN.
A couple of posters appear to have misunderstood my post about the change in control or are spinning a loss of the IP due to their own speculation.
Well, public claims were that ENZC owned it after the initial merger, and SAGA owned it outright after that SPAC signature. So, you may be right, but a lease situation would have been dubious at best. How he got full rights back to take off with it, SAGA must answer for it.
What are you taking about?! The spac deal itself and every instance of them making public statements on it clearly stated that the two subs were sold to SAGA and after the competition of the deal, would be trading on the Nasdaq.
That’s why everyone here assumed the deal was voided when they got delisted.
Are you actually arguing that this deal would have still been made had Nasdaq not been an option?! That was the whole point of them doing it.
Ok, so SAGA gives back BGEN (Which doesn't exist as a company in any State) for a reduction in shares they will have to distribute to the shareholders.
That would be shares in SAGA, which doesn't exist as a traded company at all, not even in the pinks.
So... They can go forward with VIRO (which does exist) and do a bunch of projects with no money and the inability thus far to be a traded company.
OKAY... SOUNDS GREAT!!!
Sounds like Sharabura took the course "Con Man 101" from Cotropia and Chandra before they left.
Show me where it says that. The full BCA contract was published.
If you can't find it, then it doesn't exist.
There’s very little chance that listing on NASDAQ wasn’t a stipulation in this deal. Come on. That was the clearly whole point of it. To take their tech and uplist to a real exchange. That’s why they didn’t bother with the audit and uplist we were teased for years about with all the hashtags and statements. There’s no other reason for the deal since the $450 mil wasn’t even in cash for funding, it was in SAGA stock. It only makes sense that one of the main terms of this deal was that they were going to be listing on NASDAQ. That would then open up real options for funding and working with entities that wouldn’t happen as an otc.
Anyone else notice the dividend rights change for series C and D? It still shows that A, B, E , F and commons are not eligible for dividends.
I suggest you and Dyno read my post about that again. Nobody gave Harry any additional Series A Preferred shares and I'm not saying the Cotropia's gave up their Series A's in ENZC in order to get anything out and away from BGEN. The projected structure of SAGA at the time of the 9/15/23 BCA with the subs appeared to allow the Cotropia's to operate BGEN and separately, Harry to operate VIRO under the umbrella of SAGA, at least for a while (possible spinoffs or sale of either sub to a 3rd party) versus the 2 groups having to continue to operate together under ENZC. JMHO.
All 4 principals gave up all or part of their Series A's in ENZC in exchange for stock in SAGA, which gave them 20% of the 45 million shares. IMO, that was a preference to ENZC's principals over us non-management common shareholders and I don't think it was fair to us. If they were going to get any preference at all, they should have included all of their Series B Preferred stock in that exchange as well. The Series B's already have a preference in that they convert to 10 common shares/each Series B Preferred. However, this is a different issue from my post, and I might later pass on my thoughts about how they got such a sweet deal. JMHO.
Well, if it's not in the contract then it didn't exist. I would think we can stop saying that Nasdaq was a staple to this deal. It was probably assumed, but if it wasn't actually a part of the BCA agreement, then it wasn't a reason they could have voided the deal.
I never said it was certain, just that it makes the most sense and most likely was part of the spac deal agreement. Nasdaq was the entire reason they did this business combo with SAGA in the first place. To get on a legit exchange and open up funding options they didn’t have on the otc. Otherwise it was all pointless. So we can assume that when all the SAGA issues came up, first with the lawsuit and then with the Nasdaq delisting, the deal was basically void if ENZC decided to walk. The reworked deal revealed today was probably Barry’s “take it or leave it” option to keep the deal moving forward. What other choice would he have, if SAGA didn’t compete a spac deal, they were getting dissolved. ENZC had the entire upper hand in this, especially after the lawsuit and the delisting issues. So that’s why I’m assuming that Barry had no choice but to take what he could still get which was VIRO only. Think about it, he had no cards left on his end. It was take their reworked offer or the deal is off and SAGA gets dissolved for not completing a spac deal.
I would think Charles leased his clone 3 to ENZC I don’t see him just giving it away after all he is a smart patent attorney.
Can you link where this is actually written? I haven't found anything that shows nasdaq was a pre-requisite.
Contract for the ENZC / SAGA business combo deal most surely also stated that the deal was contingent on the subs listing on NASDAQ. Which clearly fell apart by the delisting and never happened. The lawsuit prob just caused more problems on Barry’s end and any upper hand he may have had in any of this. So in the end I doubt Barry had much say in this if he wanted any part of this deal to still commence and not have SAGA just wiped out completely by not having completed a spac deal in time.
I have not seen it either. It's all a speculative discussion with Dyno, Valuator, Achilles and Falon. Because the last filing did not specify any assets in BGEN, the group opinion seems to be, that there are none. I found a lot of missing basics in that filing, so I am not so sure. The only way that happens was with some really corrupt back-door dealing with SAGA, as the only common factor of how BGEN may be an empty shell now. The bottom line is, SAGA had to give that back to CC and Chandra.
It's not etched in stone SA, just the most probable situation for now.
GLTY
Where is it showing that Bgen is an empty shell? I seem to be missing that.
Also I'm not seeing any 30k payments from SAGA to ENZC.
IMHO, I think Charles worked back-door with Kostiner to free the assets up to their original owners and, showed Harry a slight profit to begone. It's really the only way this empty shell of BGEN could happen.
Therein lies the loophole, SAGA collusion to keep ENZC partnered with SAGA while freeing up CC and Chandra with the IP's, and probably another deal for Kostiner, if MABS-Tech starts showing some promise. I suspect MABS-Tech will have some big news earlier, than later on testing trials. I don't see a guy like Kostiner, where 3/4 of his funding projects fail, just giving the IP's back to CC and Chandra for nothing. Contract said SAGA owned all of it, not CC and Chandra, Chandra's ownership part being dubious.
No, Clone 3 was developed by the Cotropia's. Don't know if Clone 7 was theirs alone or if it includes something of Harry's, such as ITV-1.
I’m sure they all benefited behind closed doors and tied it all up with legal loopholes just in case. I refuse to believe a life long lawyer didn’t cover all the tracks (if anything shady did go down in all this). I suspect we will never know.
Just have to shake my head still over all of it. And prob will be for a long time. So much potential was there for us as shareholders on our end and it couldn’t have turned out any worse for us.
Maybe,.... but I would have certainly tied up the IP access. This type of dissolution agreement takes time. CC could have been working all of this up since January, and pressured Harry with it more recently, but that is not probable with all of the SAGA ownership of the IP at the time, that CC signed off on!
Some nasty back-door dealing was going on, and it was never disclosed, or ENZC does still own some rights to it, which is doubtful.
Harry & Co, sure must have settled out fast and quietly, because Charles had to deal with SAGA, and I bet Kostiner gets a piece of the action, or this would have been a louder, bloody mess long ago.
GLTY
Yes, but a bigger common-sense question remains, why worry about control of an empty company and let them walk for the shares? with no private testing proof about IPV-1 yet, or they hid good African volunteer results, I sure wouldn't let go of the prize to become king of a super-small pond after all of that work.
Trying to become a medical device distributor company is not impressive at all. They might have well as said their new direction was becoming a military contractor of porta-potties for the Armed Service folks in the field of battle. They'd probably actually sell something there.
Stupid? Doubt it. Maybe he just didn’t want another long drawn out legal mess against a lifelong lawyer he knew he’d prob lose anyway, or perhaps he knows first hand that the tech they walked away with wasn’t really going anywhere anytime soon and didn’t have the value after all that many thought it would.
If ENZC allowed even board members, to retain full rights over their IP, that became ENZC work products and IP's, as ENZC claimed, and then was sold off to SAGA, nothing fits a legal model of doing business, and the ENZC board was ripe with stupidity.
SAGA, getting delisted, was probably the first of disciplinary measures that may be taken against them.
“How could CC and Chandra lift the IP from SAGA who paid for it?”
By giving their preferred A control block over to Harry to give him full control of ENZC. We now know they gave up their preferred A controlling shares. And we know after that happened the vote for new board occurred. It all adds up. Harry let them walk with their tech for their controlling shares and therefore giving him full control of ENZC.
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Independent Valuation Report Pre Clinical Studies
Investments
___________________________________________________________________________________
Press Release July 20-2021
Enzolytics Announces the Signing of a Letter of Intent with Creative Biolabs, Inc.
for Licensing and Commercialization of anti-HTLV-1 Monoclonal Antibodies
https://www.creative-biolabs.com/
https://finance.yahoo.com/news/enzolytics-announces-signing-letter-intent-113000339.htm
________________________________________
Press release July 21-2021
Enzolytics and Lonza Bioscience Combine Technologies to Fast-track Development and
Production of Anti-HIV and Anti-SARS-CoV-2 Monoclonal Antibodies produced by Enzolytics
https://www.lonza.com/
https://www.bloomberg.com/press-releases/2021-07-21/enzolytics-and-lonza-bioscience-combine-technologies-to-fast-track-development-and-production-of-anti-hiv-and-anti-sar
_________________________________________
July 22 INTERVIEW
with
James Hicks, Charles Cotropia and Gurav Chandra
http://www.youtube.com/watch?v=mdljO9VLgj0
______________________________________________________________
COLLEGE STATION, TX August 25, 2021
Important Excerpt from this news progress update.
>>>>>><<<<<<
"The monoclonal antibodies being produced by Enzolytics against the CoronaVirus target 19 conserved immutable sites on the virus, sites which the Company has now confirmed are conserved sites not only on the initial virus strains but also existing in the Delta and Lambda variants, as well as in the Alpha, Beta and Gamma variants."
Enzolytics Inc. and Samsung Biologics Announce
Development and Manufacturing Agreement for Anti-
HIV and Anti-SARS-CoV-2
Important Excerpt from this news progress update.
>>>>>><<<<<<
"Samsung Biologics (KRX: 207940. K.S.), a leading contract development and manufacturing organization and Enzolytics (ENZC), a drug development company committed to commercializing multiple proprietary therapeutics to treat debilitating infectious diseases, announced the signing of a strategic CDMO partnership agreement."_______
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