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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.
Hard to believe he could be that stupid. I see your point, but that would make him a major idiot. SAGA owned it by contract, so they'd have to release Chandra and CC from it, and officially transfer full rights back to them. I still smell a legal mess brewing between some parties there, now that there are 3-4 parties involved over this, that or SAGA is helping CC and Chandra, with their next project at MABS-Tech.
Harry was probably content out of the four party (Charles, Joe, Chandra and Harry) agreement because he was given more preferred A shares to gain control of ENZC under his name, not realizing that the goodies (cone 3, clone 7 and the AI platform plus whatever else) are what really count.
Again, the goodies belonged to ENZC and shareholders. They can not be taken away
THAT is the big question. SAGA did own it, IP and all,, or their SAGA deal was a fraud. SAGA owned the BGEN sub and all IP specifically as part of the sale, they say the sale concluded. Streamlining the deal is one thing, just tossing BGEN back to ENZC is another. How could CC and Chandra lift the IP from SAGA who paid for it?
Now SAGA gives that back to ENZC. Since I know Catropia and Kostiner were very tight, I suspect SAGA will be tied to MABS Tech very soon too.
Good point. More verification is needed
I know it was in their name, but Harry said during the conference, that he developed Clone3/7 into invitro and consumable treatment transport systems, and further developed the Clone7 into a more comprehensive Covid cure after Chandra's AI mapped 12-17 additional, immutable sites to the core Covid virus. Joe was said to only be assisting in that part of the product development with Harry at that time.
At that point, ENZC, especially in merger considerations, should retain a permanent ownership share in this stuff.
Either Charles gamed Harry really good, or Harry's getting a major cut under the table that the rest of the board may never see.
SAGA may own it however we have SAGA shares coming.
A company cannot just take property out without compensation.
We have to be compensated.
CC, JC and Chandra still have their Series B Preferred in ENZC unless they have converted and sold since 12/31/23. (See the Annual Report) However, I don't see where CC and JC have left BGEN as officers and directors. Obviously, they are no longer officers or directors of ENZC, but is there a link to confirmation they have also left BGEN? The sales price adjustment without BGEN is $160 million, so if the IP is not in BGEN now, where's the $160 million or some other compensation?
I’m thoroughly confused by what you are saying now.
The Cotropias developed and always had the rights to their Clone 3 and brought it here to ENZC through the merger to be combined with Harry’s ITV-1.
Any development these last three years was by them working while under ENZC, not Harry, that was clear when that leaked video presentation of Clone 3/7 whatever it was, was given by Joe C a year or so ago. And the patent submissions are in their name.
Incredible Loopholes Harry had to sign off on while drunk.
True, but SAGA owns a chunk of it now too.
Time will tell, but it would be great for the new ENZC board to come forward and answer questions. Like ethically and responsibly.
Also not saying you are wrong on the claims they made. I’m as mad as anyone here this played out the way it did. Just being realistic that it’s very hard to prove and hold them accountable for. A lifelong lawyer, I’m sure Charles has his tracks covered or this was technically all legal through various loopholes they used in the fine print.
Good theory, but Harry developed Clone3/7, Chandra just used the AI mapping on it. More likely, they can compete with ENZC using the same stuff, for signing over the shares, but he'd only do that, if he got a piece of it, or he's senile.
Harry’s work is ITV / IPF, neither of which were stolen, they’re still under his control with ENZC / SAGA (under VIRO). PR just told us as much.
There are a lot of moving parts that needs resolution.
The shareholders of ENZC owns it all.
It will all come back to us.
Whether it will reap us financial benefits is unknown.
It was very clear on their public website, they claimed ENZC ownership of the patents and work product, both Clone3 and Clone7 were specifically named as ENZC products, not a licensing agreement or a lease from Charles.
If Harry allowed something stupid, like, 'as long as Charles was a major shareholder, they could advertise Clone3 and Clone7 as ENZC's own products, but if Charles signed over his shares back to the company, he could leave with all of the IP and BGEN would be an empty shell now for certain. I just can't believe even this group would be that stupid.
And on the Emerging Business Video Conference, Charles himself said ENZC owned the IP's and exclusive Patent rights. He was bragging that way directly to potential investors.
Something is criminal here, can't tell if it was criminal stupidity, or CC and Chandra's exit. Maybe ENZC has it, but it's not illegal for CC and Chandra to compete with the same stuff. They've got to come forward, answer to this, and explain the 'how' it all happened. Hard to believe, Harry, 80 or not, would sit back and see his work stolen away. Chandra did not develop Clone3/7.
Exactly. Things are starting to make sense now.
Looks like Valuator is on the right track to fill in the missing pieces. The preferred A control shares were likely turned over to Harry in exchange for letting Charles and Chandra take their tech and walk. Everything is pointing to this after what Valuator confirmed with the change in preferred A controlling shares. Why else would Charles and Chandra just hand over their controlling ENZC shares and subsequently allow Harry to take over the company with a board vote (with his now controlling block of preferred A shares) for change of control? It’s starting to add up now.
Good analysis. It appears that all parties including Harry agreed to let Charles and Chandra leaving BGEN with the the goodies Clone 3, clone 7 and the AI platform. Harry agreed (?) to this because he got ENZC company for himself by virtue of getting more preferred A shares given to him by others. By doing so, he is letting Charles and Chandra ran off with the Clone 3, Clone 7 and the AI platform.
The goodies legally belong to ENZC and shareholders and not theirs to divide up and taken away
Interesting. Fits right in with my speculation that Charles and Chandra decided to get their assets out of this whole mess altogether. They hand over their controlling shares to Harry in agreement to let them walk with their side of the tech and Harry takes over full control of ENZC. They vote the new board in and then amend the SAGA deal to reflect this. BGEN now has no value, so it’s not sold to SAGA as part of the deal anymore and goes back to ENZC as an empty shell). And bingo, here we are.
Yes, I was only speaking as far as the press release statements.
Going after them for the Twitter stuff will be very difficult. Chandra never came out and promised anything, it was always dangling carrots with hashtags and vague hints at things. I’m not aware of anything Charles ever said that was outside the press releases besides that spring 2021 emerging growth conference interview. And he just laid out the timeline that they expected at the time to complete certain objectives. Very hard to prove they defrauded in any of that.
All may be true, and I'm not trying to cling to false hope, but there's no proof yet BGEN is an empty shell. ENZC having it back, may have no listed assets. There may be a fight over the IPs, not including a lot of detail is a hard thing to predict, a lot of possible reasons why.
They need to answer up on all of these questions. That filing only covers topical basics at best.
GLTA
IMO, Harry got control of ENZC by virtue of the adjustments in the Series A Preferred stock when they negotiated the BCA with SAGA. You can see this by looking at the BCA and comparing stock ownership disclosures in the 2023 3Q and the 2023 Annual Report which includes the 4Q.
IMO, the relinquishment of control of ENZC to Harry had to be by agreement among them because the adjustment in the Series A structure was a part of the 9 million SAGA shares (ie, 20% off the top of the 45 million shares for the subs) the 4 principals got in the SAGA deal. Look at the numbers. They each gave 11.7 million Series A's in exchange for 2.25 million SAGA shares. That left Harry's Trust with 7.2 million Series A's and the Cotropia's and Chandra with zero Series A's, leaving Harry's Trust (and this Mr. Paul) as the only owners of Series A Preferred and, thus, in control of ENZC. Prior to this agreement, the Cotropia's and Chandra controlled ENZC with 35.1 million to Harry's Trust's 18.9 million Series A Preferred. (When and how Paul got the Series A's is unknown...must have come from Harry or his Trust somehow, but they aren't disclosed on the Schedule on p. 25 of the Annual Report.) JMHO.
Another indicator of cooperation IMO is that Chandra did not have an equal number of Series A's or Series B's with the Cotropia's, but he got an equal number of SAGA shares as CC, JC and Harry...2.25 million. So, it looks like CC and JC gave him some of their shares (both Series A's and B's) to make his share totals equal to theirs. So, CC, JC and Chandra exchanged all of their Series A's (11.7 each, totaling 35.1 million shares) and Harry's Trust put up the same number of Series A's (11.7 million), leaving his Trust with the remaining 7.2 million. JMHO.
I also thought it would be just a matter of time after the closure with SAGA that CC, JC and Chandra would resign from ENZC and focus on BGEN, leaving Harry in control of ENZC. So, I'm not surprised about their leaving ENZC. The filings say the Cotropia's and Chandra were "removed" as officers and directors of ENZC on March 25, which is 6 days after the 3/19 special meeting and about 30 days before these filings. (Why the 30 day delay to report the Cotropia's and Chandra are out?) That's a harsh way to describe their exit from ENZC but was it for cause or camouflage for what was agreed anyway? JMHO.
They've created such a speculative mess out of everything that they'll be able to likely wash shares back and forth forever, too many people still believe that enzc has the cures, that investors will benefit from anything enzc allegedy has (even though nothing has ever happened to bring anything to market). Quite the amazing scam it has all become, otc ticker of hopes and dreams. Even if their clone3/7 ever did anything (not likely), no way enzc investors would benefit. SAGA shares have no value, even if given out somehow, management market dumps everything they can and they disappear, enzc bagholders will be confused, as they always are these days. if you trade this ticker, enjoy the coming days, should do well with all the confusion/volatility, but in the end, it ends in trips where it belongs, and Harry runs away rich too
Dyno, safe harbor only protects them from predictive statements in PR's, not public statements spoken, put on public websites as alleged facts, or social media posts and bragging. I just read about a major biopharma that got nailed for a couple million $$ in fines just for claiming loosely, a benefit of their drug that had never been tested for in the case made on their website pages. Safe Harbor only covers, legitimately, statements made about estimated values and timetables, or predictions in product performance and company schedules.
You go out on public speaking like Charles and Chandra did, social media, and your own corporate website, you just became game for every lawyer with an itch.:
Problem is, PINK's are a mere annoyance, not a major rash. It would take a lot of complaints to get an attorney interested in the case. that could be done. (And I still have seen no proof that Charles or Chandra own that IP outright.) I suspect they took samples and copies of all of it, because they fear no retaliation over some side-employment agreement none of us know about.
That, or as a company, ENZC was the biggest fool ever and did not assign protection over their work product. Hard to believe Harry would have ever accepted that.
GLTA
What does SAGA get out of the mess
Wouldn’t call it running away. I’d call it a smart, strategic move by Charles with Chandra following suit, to get the hell away from this shady circus sideshow that is Harry, Enzc and SAGA. They knew how bad this SAGA mess was as well as the constant problems bc of Harry during the time at ENZC, so they did the smart thing and got their valuable tech away from all this mess.
The shit show continues. Two crooks take a chunk with them. Remember NDAs. It was all BS from two crooks!
Charles and Chandra are no longer officers of BGEN nor of ENZC according to recent ENZC PRs
They already founded their own companies with the goodies they took from ENZC
Several questions. When was the first deal finalized and on that date. The owners of record receive compensation for the sale of assets. So if they sold items to SAGA back in September. Then the owners of record back in September should be issues shares of SAGA or compensation for lost assets. Even if you sold your ENZC shares. If you were the owner of record on the transaction date. You should receive compensation in shares or monies. This should be interesting ho much litigation springs up from this latest move.
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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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