Isleworth Healthcare Acqusition Corp (fka ISLE)

[Letterpenny]

36 months from agreement

Registration Rights
Pursuant to the Registration Rights Agreement, dated as of February 24, 2021 (the “Registration Rights Agreement”), among the Issuer, the Sponsor and certain other security holders, the holders of the Founder Shares, the Private Warrants (and underlying securities) and any Working Capital Warrants (and underlying securities), including any securities of the Issuer issued as a dividend or other distribution with respect to or in exchange for or in replacement of such securities (collectively, the “Registrable Securities”), including the Sponsor, are entitled to make up to three demands that the Issuer register such securities. In addition, the holders of the Registrable Securities, including the Sponsor, have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Issuer’s consummation of a Business Combination.

[Letterpenny]

Soon I will super rich. Richer than most. Too bad you never kept your shares like this rich guy. For many years I tried telling everyone to keep buying. I publicly purchased shares every few months for years. I purchased millions upon millions of shares. What can I say. I’m a fricken genius that’s going to reap so much goodness. Someday you will see just how good I do. I’m a pretty private guy so I won’t be rubbing it in too much. I prefer to hit it and quite it and run like the dickens. I have nothing to prove. When you are the best, it’s simply seen not spoken. Choo Choo Cuckoo Penny

[Letterpenny]

It’s nice to see you back Mike. Hope you had a wonderful trip. I had a good one too. Soon off for another trip come Friday. I will be away most of summer. That’s what rich crazy people do.

[Letterpenny]

There’s still a long process ahead of us.

[Letterpenny]

I have pro rata shares in Cytovia Therapeutics. Sorry you are absolutely in denial and I’m totally cool with that.

[Letterpenny]

All or any portion of the Face Amount of the Debenture may be converted, in part or in whole, into shares of Common Stock, at any time or times after the Issuance Date. Issuance date is October 18th, 20218.

Notice how they say after. So Don’t expect anything soon. Maybe resales will happen after October into the new year. Possibly February 2024.

[Letterpenny]

Cytovia Inc is a subsidiary of Immune. Sorry to burst your bubble.

[Mikefbi]

Letterpenny

You are talking about Cytoviatx or Cytovia Therapeutics not the subsidiary of Immune Pharmaceuticals .

Therefore shareholders will receive no value from any transaction involving Cytovia Therapeutics or Cytoviatx.

That is fact not fantasy.

Cheers
Truth and Justice

[Letterpenny]

Cytovia Series A funding 7.82M happened on July 18th, 2022. Great memories. Choo Choo Cuckoo Penny

[Letterpenny]

As expected, 20 percent less coming to US debtors / general creditors / shareholders. Sucks but that’s the way it goes. Lol. That doesn’t even count the dilution from reverse split. Lol. Cuckoo Penny

[Letterpenny]

So settlement will go as planned if no objection prior to July 18th. That’s great news. Aloha. Cuckoo Penny.

[Mikefbi]

Immune pharmaceuticals shares will never trade again.

To state otherwise is disingenuous.


Truth and Justice
Cheers

[Letterpenny]

I wonder what exchange we will go on. Maybe the Nasdaq First North. Maybe we just go back to Nasdaq. Cuckoo Penny

[Letterpenny]

Final Order comes at the end of the month. Should be a good start. Claims will then be settled on a pro rata basis. Good stuff. Cuckoo Penny

[Mikefbi]

Letterpenny
Facts are Facts
Your shares in immune pharmaceuticals worthless .
You just gave false hope to shareholders who believed in you.
Yes had a great time.
Enjoy

Cheers

[Letterpenny]

Thanks Mike. Hope you had an amazing time in Kelowna bud. Hope all was clear and beautiful. You are an asshole but so am I. Hope you have a great summer Man. All the best to you and your wonderful family. So tired tonight bud. Kids drove me till I had nothing left. Just laying down relaxing. Enjoy bud. Thanks for drunk helping. I know you would never drop your penis and tell me something that isn’t so. You hate guys like me. Anyways. Thanks bud for letting it drop. You’re still a piece of shit to me. Love you bud. Cheers. Cuckoo Penny

[Letterpenny]

Hey Mike.
You are hilarious. Hilarious. Hilarious. So funny.

Hey Bruce.
You are hilarious. Hilarious. Hilarious. So funny.

Hey RLK.
You are hilarious. Hilarious. Hilarious. So funny.

So active. So good. What a great day. Cuckoo Penny.

[trader59]

There is no SPAC merger. Isleworth redeemed their stock and shut down. That is irrefutable.

[Mikefbi]

Once the Israeli settlement agreement is approved by the courts Next will be the Remnant Assets sale .
Then Dispersment of all cash received to attorney's trustee specialist court and creditors nothing for shareholders.

Finally

Trustee's will sign Certification that the Estate has been Fully Administered and Application of Trustee to be Discharged

The judge will issue the final order.

Pursuant to the
Trustee's Final Account and Distribution Report Certification that the Estate has been Fully Administered and Application to be Discharged, it is ordered that the above case be closed. No objections have been made by the United States Trustee; the trustee is discharged, and the bond is exonerated

Immune pharmaceuticals and its subsidiaries would be an empty shell with more liabilities than assets, if any...

Immune pharmaceuticals shares will have absolutely no value

No spin will change the fact.

Chapters 7 = Total Liquidation



Game over ...

[Letterpenny]

My holdings have not grown one bit. What are you smoking. If anything we have been diluted. Eventually, my holdings will grow but not for awhile yet. Just wait for reverse split. Good times. 25% percent growth is hilarious. You have zero clue of what’s to come. You most likely have minimum 20% less. Such is life. Hilarious. Cuckoo Penny

[Letterpenny]

Five years to hold for shares to qualify for 1202 and Five years for bankruptcy. Lots of 5 year periods to get through before deal completes. Such is life. I only need to learn once unlike some slow folk. Choo Choo. Cuckoo Penny

[Letterpenny]

Shareholder Requirements and Limitations

Eligible Holder of QSBS

Any entity except a C corporation can hold QSBS. Eligible shareholders of QSBS include individuals, trusts, estates, partnerships, LLCs — taxed as a partnership or single-member — and S corporations. For pass-through entities, additional requirements must be satisfied for the non-corporate owners of the pass-through entity to qualify for beneficial QSBS treatment. For example, when a pass-through entity holds and sells QSBS after the five-year holding period, only the members of the pass-through entity that were members at the time the pass-through entity acquired such stock shall be eligible to claim their proportionate share of the QSBS gain exclusion.

Holding Period

The stock must be held for more than five years before it can qualify for the QSBS exclusion. Generally, the holding period begins when the stock was issued, but there are some particular rules when the stock is issued in exchange for non-cash property or conversion of other stock. This holding period can be “tacked” to previous holding periods where the stock was received as a gift, from inheritance after death, or as a distribution to partners from a partnership.

If this five-year holding period requirement cannot be satisfied and the holder must sell its stock, proceeds from the sale of otherwise eligible QSBS can be rolled over into other QSBS under I.R.C. Section 1045. These rollover proceeds can then qualify for favorable QSBS treatment once they satisfy the five-year holding period requirement.

Original Issuance

The eligible shareholder must have acquired the stock on original issuance (i.e., the stock cannot be purchased from another shareholder). The stock does not have to be issued by the company as part of its initial formation. Additionally, the taxpayer who originally issued the stock must be the holder and ultimate seller of the QSBS for it to qualify for tax exclusion treatment. Much like the holding period requirement, there are exceptions for QSBS received as a gift, from inheritance after death, or as a distribution to partners from a partnership.

[Letterpenny]

FIVE YEARS……. Hopefully that sticks

[Letterpenny]

https://frostbrowntodd.com/selling-qsbs-before-satisfying-section-1202-holding-period-requirement/

[Letterpenny]

Not all of the private company stockholders will have the same tax planning goals.
One thing to keep in mind when considering the consequences of a SPAC Merger is that the private company stockholders’ interests will not necessarily be fully aligned. Some stockholders may hold QSBS and other stockholders may be corporations ineligible to benefit from Section 1202’s gain exclusion. Some stockholders may have satisfied Section 1202’s five-year holding period requirement and other stockholders may have shorter holding periods. The good news is that a SPAC Merger, where stockholders have the option of exchanging their stock (including QSBS) for public company stock or a mixture of public company stock and cash, should satisfy most tax planning needs. A downside could be that, at least for some period of time, the private company stockholders are required to accept the investment risks associated with holding public company stock.

[trader59]

Stock in Immune Pharmaceuticals is dead. The company is bankrupt, already shut down, and being completely liquidated. This case of extreme denial where the facts of Chapter 7 bankruptcies are completely ignored will only serve to waste time on fantasies. It's tough admitting a horrible investment was made, but harsh reality is always better than delusions.

[Letterpenny]

Next time I will know better when these criminals do another company. Great times. Look forward to 2025/2026/2027 when new start-up is created. Cuckoo Penny

[Letterpenny]

February 24th 2024 is the day all will be made public for company merger. Bankruptcy lasts until February 19th 2024. All is looking great for February next year. All will be confidential and quiet till then. PIPES will be done on a confidential basis. All great stuff. Cuckoo Penny

[Letterpenny]

I’m sure he has. Jean is one the head cooks in this criminal racket. Silent but deadly. He hides behind the science and his band of thieves. No news until 8k is filed. Zero news other than court filings. I mean nothing. Maybe next year will be the revealing time. Just enjoy the bankruptcy and the remainder of the year. Choo Choo. Cuckoo Penny

[Letterpenny]

Like I said. Nothing until August or thereafter. Must wait for special 8k to reveal all. Nice to know bankruptcy case was still turning its wheel cogs. Cuckoo Penny

[Letterpenny]

Hopefully this helps you to figure out when things get exposed for de-SPAC. The date is in Edgar. Cheers. Be well folks. Cuckoo Penny

[Letterpenny]

There are SEC rules of when to expose filings between signing and completion

https://www.morganlewis.com/-/media/files/publication/outside-publication/article/2020/morgan-lewis-insights-spac-article-november-2020.pdf

[Letterpenny]

Bruce, everything is being filed. Filed confidentially. That’s why they call it confidential filing. I’m not saying that nothing is happening. I’m saying nothing is being released publicly. I believe nothing needs to be released till next years big filing. I’m just curious to when they start exposing things. I know many things depend on bankruptcy and it’s ending. I can only assume that something should be exposed regarding 2013 10 year option expiration and 2018 debenture expiration. But like I say, this is my first and last time doing this work. No clue what more to look for. I just know that the Super 8K filing will do most of the work at the end. I would actually love to go through a S3 filing again. That would be another event I look forward to. At least the next time I won’t have to follow so closely. I will just be patient, hold on and check periodically. I certainly won’t have to concern myself with the details. Teper won’t change and nor will his gang of thieves. A cheetah never changes his spots. Cuckoo Penny

[Letterpenny]

Any ways. Good luck with your confidential news. I’m sure something will trickle out sooner or later. It’s been a long drought for Longs. Maybe something pops up. I doubt anything surprisingly good. Just the same as before. Blah Blah Blah. Next year will be the victory lap. Party time. Be well folk. Choo Choo. Cuckoo Penny

[Letterpenny]

Who knows what they will do. I suspect news is coming but they could ride confidential train. I’m sure all those big investors are looking forward to the dilution and the cheap shares coming their way. Such is life. I’m not against timeline. I just believe that confidentiality is the name of the game and that’s what they’ve chosen to do thus far. I couldn’t care less. I’m golden either way. I’m just glad to see the summer. I’m on vacation till September. I may even do some trips in the Fall. Christmas for sure. I’m done. Have had lots on my plate. Just finished up with tax lawyers etc and I’m now all paid up and ready to head for the palm trees. Good times. Off tomorrow for first of many great trips this summer. It will be interesting to see how close they align everything with previous dates. Collaboration is years away but I’m glad it’s moving ahead. Something to look forward to. I also look forward to getting those trials started up. What a waste of time eh. Think about how many years have been wasted. This is why we don’t get drugs approved. It’s all drafted around money. What a joke. I’m new to this shit hole world of pharmaceuticals. Pretty pathetic world. Just my opinion. All medical cures are left in the hands of the most horrid people in the world. The shit that I’ve had to endure and witness up to this point is crazy. Absolutely absurd. I’m not embarrassed to own shit so close to Hell. I feel like I own shares of Hell. That’s what our Ticker should be. HELL

[Letterpenny]

January 20 2023 Cellectis amended. So I don’t know what you are referring to Bruce. I believe that’s a few months before. Would they wait till last minute to default. For sure. We need that bump up. Choo Choo. Cuckoo Penny

[Letterpenny]

They could care less. They also don’t have to do much being EGC. 5 years of confidentiality. Maybe they keep all silent until early next year. Who knows.

I don’t believe for one second Cellectis is going to do anything. Who knows. I just look forward to Fall when the more meaningful stuff happens. Lol. Hilarious. Cuckoo Penny

[Letterpenny]

I was thinking outside the box here and realized that the debenture maturity date in October pretty much stipulates that we need to be listed on Nasdaq by that time. So the option would be great for Kazzy Bear. Pretty good spread there. I of course like the tax side of things, of course thats if they keep that initial listing price down to a bare minimum. Oh man am I hoping they keep that price down. Please. Please. Please. I wish I knew what happened with pricing in 2013/2014. I know they used reverse merger and placements to do the dirty work. Geez. I only know they started things off real low. All I need is to o be on that Nasdaq and get that 5 dollar listing. I just need to hear that one beautiful word. C’mon. Give me some sugar. I need to hear one thing. Re-qualified!!!! Cuckoo Penny

I will say one thing. If I ever do make it to the big league, there are two things I will never do, and I mean I will never do. I will never take a spaceship to outer space nor will I ever jump in a submarine exploring the ocean. Even if I have all the money in the world, I would never leave my family to explore the unknown. I’m happy knowing what I know and leaving the crazy unknown is what’s best for me. I prefer to live for my kids and watch them grow up and help raise some grandchildren if I’m so lucky. The boring good life is where it’s at for me. Cuckoo Penny

[Letterpenny]

10-14 days till amendment. Need that 10% bump up. Choo Choo. Cuckoo Penny

[Letterpenny]

Daniel Kazado and Melini Capital Corp.

In October 2013, in connection with his appointment as a member to board of directors of the Company, Immune Ltd. awarded Daniel Kazado ten-year options to purchase 100,000 ordinary shares at an exercise price of $2.50 per share. Half of the options were immediately vested and half of the options vest within a three year period. The fair value of the options, based on the Black-Scholes option pricing formula, was approximately $242,000.

In January 2014, the Company entered into a consulting agreement with Melini Capital Corp., to which Mr. Kazado is related. In accordance with the agreement, Melini Capital Corp. shall be entitled to an annual grant of 200,000 restricted shares of common stock of the Company.

Melini Capital Corp. had previously received options to receive an aggregate of 750,000 shares of common stock. As of December 31, 2013, those options have completely vested. The options had a grant date fair value aggregating approximately $1.2 million based on the Black-Scholes option pricing formula.

In April 2014, the Company entered into a revolving line of credit with Melini Capital Corp. (See Note 17).

[Letterpenny]

I wonder if our deals all get tabled if Astra continues with Spin. Astra is a big company so probably not. What’s done is done in my mind. I can see these guys slow walking this deal even more since we continue to be deep in recession trenches. Let’s hope we get that 10% bump up at the end of the month. We need it people. We need that amendment from Cellectis. Hopefully in the later part of the second half we will get some updates. Let’s cross those fingers. Option expires in August. Either way we will get some transactions sooner than later. I need 5 dollars or Nasdaq listing for things to change for me. Tax Tax Tax. Fun times. Cuckoo Penny

[Letterpenny]

I look forward to the INDs being filed next year. That should be a good sign of progress. Won’t like the reverse split but I guess they’ll need to do that to get certain financing. It is what it is. Good times. Cuckoo Penny

[Letterpenny]

Item 8.01 Other Events.

On August 20, 2013, EpiCept Corporation announced that its 1-for-40 reverse stock split and change of corporate name to Immune Pharmaceuticals Inc. would become effective at 5:00 p.m. EDT on August 20, 2013, and that trading of its common stock on a post-split basis would begin on the Nasdaq OMX Stockholm Exchange and the OTCQX U.S. trading platform on August 21, 2013. The press release is attached hereto as Exhibit 99.1.

The only thing positive here is that we will at least be on Nasdaq this year. The bad thing is that it will be done with huge dilution to our holdings. Sad but true. It’s coming. Be prepared folks. Sorry for being the bearer of bad news. It’s coming and it’s coming fast. Sucks. Cuckoo Penny

[Letterpenny]

Let’s not forget that bankruptcy is still very much in place. This is what makes me think slow walking deal is in the works. I could easily see them exercising option and building price on the back of insiders. Remnant sale will take time as will the book building process. Financing is a process especially when they have no INDs filed and no results. I can only hope they walk through 5 dollar mark and then maybe speed up the process second half of next year. Still look forward to remnant sale. It will be great to watch something new. Aloha.

Cuckoo Penny

[Letterpenny]

Unfortunately the 1.80 price tag wont make this investment qualified again for me. So my tax thought is in the tank. Bummer. I can only hope and assume initial bid price will be 5 dollars or higher if they still have good intentions to directly list on Nasdaq and become qualified again. Of course that’s not what I believe they will do especially with Option Agreement hanging in the background. I could see them easily preventing this from happening initially and instead exercising the option and remaining in Expert Mode Market in the lower digits while financing is being addressed. It will be a process to build the price to get to that initial 5.00 dollar mark. Will take time. The two additional years will help in the process of building that price on the books. Then it could take that third year to really lift the price to an even higher level. Good times. Cuckoo Penny

[Letterpenny]

By the way Bruce. They actually have up to 5 years to keep things confidential. They don’t have to report jack shit to anyone for almost another year. They could easily wait till early next year to report anything. This would line up very well with the regular timeline of 18 months for confidential IPO filing timeline. Let’s not forget a 5 year confidentiality period that starts after agreement termination. These guys are good as rain. I believe anything that comes will be later than sooner. They could give a shit about target shareholders. Cheers. Cuckoo Penny

[Letterpenny]

Hey Brad S. High school drop out here. Where you at bud? You busy doing a sermon?? Cuckoo Penny

[Letterpenny]

Bruce your additional two more year plan sounds about right. They need to have some results from all the INDs they’re planning to file. That will take some time for sure. I suspect if they begin filing at the end of the year we should see some results in the second half of next year and then possibly some finished phases in the following year pending how low long the trials are. So great thought on your part. I agree. Price may go up slowly based on people’s anticipations of what’s to come for results. I’m glad you were able to understand the collaboration part of that editorial I posted. I was trying to explain to you what was happening in my own words but unfortunately I’m an idiot and that editorial did a much better job explaining their potential strategy. I like the “build to own” concept. It’s the best way to go. It’s the second part of the strategy that could take some additional years to accomplish. In the end there are only a few drugs showing progress through development phase. Remember the deal is based on having a new drug at the end. This would mean that we definitely have a wait on our hands. Every drug they have is minimum two years out or more from commercialization. It is what it is. Sucks but very true. The worst however will be behind us come August. It will be like a fresh new start. The great thing about recessions, pharma companies thrive in them. One thing we know for sure about being in pharma is that they can play with the numbers and matter, atoms and molecules have zero tangible value until the day the results show that they do. Lol. Good times. What a country!!! I look forward to another couple years of fun and games. Happy trails karate boy. Choo Choo. Cuckoo Penny

[Letterpenny]

I’m just glad that we’ll see something sooner than later. I’ll be good once we possibly hit 1.80. I’m hoping that they tank it even lower that day. I want them to obliterate the price. Just need the end of first day to really suck. After that happens, I could care less how long it takes to lift price up. I love this recession that we are in. Our nation is a crazy place full of so many daft folk. It blows my mind. Super sad. No one seems to understand expansion and contraction and the ebb and flow of business or what happens in a recession. People are like wondering why there is so much monetization from these wonderful governing bodies. C’mon folks….. wake up. Love the interest rates going up fast and furious. Love it. I said it was coming. If any one had any common sense, they would know it will continue going up for awhile. What’s even funnier is the Canadian press just released news trying to explain to the general public that food and consumer goods and energy prices will remain at current levels and may keep going higher. No shit Sherlock. I’m looking forward to the collapse in real estate when banks start to foreclose on all the folk that are holding property they can no longer afford. Yikes. Not funny. Next year will be amazing. Simply amazing. Not that I want to see people suffer. Of Course I don’t want that. I do however love watching this magnificent machine in motion. It’s a magnificent wonder to watch. If people think it’s chaos now. Holy shit. Just you wait. They’ve now started next phase in cycle. Increasing minimum wages is a joke. Those increases offset jack shit for the workers. They still will be poor. Some people think these increases are making them better off. It’s hilarious. Little do they know that your buying power will continue to slip as long as asset prices keep inflating thanks to government monetization. It’s far from over. These jerks will keep paying out for a long time to come. Lol. I’m still wondering what new black swan is coming our way. Great times for all the wise folk that keep fighting the good fight. Hey. No one can say I didn’t warn folk years ago. But then again. I’m crazy and delusional. Be well. Cuckoo Penny