NewGen BioPharma Corp. (NEWG)

[Big Brother]

Yea, that's weird, not really sure whats happening with that. Any clue on why they would do this, they would just have to turn around and issue the Irish 10M shares anyway...so what gives..??

[db7]

.. and he cancelled them right? "In connection with and as a condition to the closing of the merger transaction, the shares of common stock transferred pursuant to the transactions described above will be surrendered by Mr. Alfiler for cancellation"

[Big Brother]

Strange 8K just out, not sure what to make of it yet but the Irish transferred all of their shares to Jerwin Alfiler for $20K.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11819021

[Big Brother]

I don't think the candle is truly going to be lit here until we can get confirmation that they closed this merger, until then were at the mercy of weak hands and two tick flippers.

[Hanibal]

Still here, still holding LOL
Let's light this candle

[Big Brother]

This is supposed to be it, have not seen any signs as of yet though. Hopefully we'll see the 'super' 8K later today or tomorrow. We should also see this uplisted from Pink to OTCQB shortly as well.

[Pennybuster]

today is the day to decide to finalize merger or not, correct?

[TrendTrade2016]

clean break of 1.70 nice trend

[Big Brother]

Looking strong this AM, got to think we will hear news on the merger completion very soon.

[Big Brother]

Yep, TrendTrade2016 hooked us up and got them to add the ticker.

[514]

its up on SC now

[TrendTrade2016]

great comeback and on low volume. This confirms the float. The break of 1.70 will get this back on band trend and 1.96 will be the next resistance

[Big Brother]

Strong close, the big $95K dollar bid swung the momentum back to positive in a hurry.

Next week should be very interesting if they can manage to close this deal. I'd expect once they release the news about their nano-cannabinoid research, it's going to bring in a whole host of new investors and interest.

I would highly doubt we see these prices again once the merger is complete and PR's start coming out.

[Big Brother]

$95K bid @ $1.45, think that is the biggest bid I have seen since I started watching this from the beginning.

[Big Brother]

Lost some momentum here when they entered their pre-merger quiet period, which is now looking like what has happened, however, should swing back positive on Tuesday if they can manage to finalize the merger and issue the first PR.

[Big Brother]

8K filing today, a follow up to the Form 3 which shows Dr. Jaikaria being appointed to the Board of Directors. So the merger is definitely still alive, for that matter maybe it was never in jeopardy, it just looked that way to us.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11803906

[Pennybuster]

it was great 2 see this filing. it looks like we are getting closer :) thanks for all your great insight on the board here. its been really helpful. fingers are still crossed but in a more relaxed way..


have a great night

:)

[Big Brother]

Feeling much more confident about this now after the Form 3 filing. Form 3 indicates a preliminary insider transaction, so now I believe we should see a Form 4 coming soon showing Dr. Jaikaria acquiring the 40,000,000 shares.

Once that happens then he has officially taken control of the shell and it's basically a done deal IMO.

[Big Brother]

Ok I think this is looking better now, Form 3 just filed showing Dr. Jaikaria as a director of the shell company.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11801751

[Big Brother]

I don't necessarily have a problem with them making a lot of money selling shares prior to the merger, and they definitely made out, I'm still not sure how they managed to bring in the volume they did.

BUT they also spent a lot of money, out of there own pocket, for several years filing and maintaining their SEC documents. There was very, very few shares sold prior to the LOI, so they paid several hundred thousands of dollars upfront, without knowing if/when they would find a merger candidate.

If they continue selling shares and tank it, knowing the merger is dead though, that is BS.....that's not only just underhanded... it's illegal.

Yes, I'd fully expect a sell off AFTER the merger was officially terminated and the public found out....but NOT before, thats insider trading.

[Pennybuster]

they made out like bandits from the .80's if such is the case. and if its the case they will get away with it. our system is a joke.

[Big Brother]

Large dump @ $1.45.

I'd say I'm 60/40 right now that the merger has been terminated. I can see why they might have removed the NEWG info from their website as it was influencing the trading, which is what the 'quiet period' before any material event is suppose to eliminate.

However, I've noticed over the years that companies that have failed mergers, often have multiple ones, so i am skeptical.

If the merger has been terminated, and it looks like insiders are dumping, before the news has been made public, you can bet I will be filing a complaint with the SEC to look into potential illegal insider trading.

[Pennybuster]

Seems like alot of paper work and money for nothing. but yes i think its a 50/50 shot here.

[Big Brother]

NewGen entered into a merger agreement with RTRO 6 years ago and the deal was terminated at closing, so it wouldn't surprise me to see it happen again.

Item 1.01 Entry Into a Material Definitive Agreement

On July 22, 2010, the Registrant entered into an Agreement and Plan of Merger by and among NewGen BioPharma Corporation (“NewGen”), Retrospettiva, Inc. (“Retro”) And Retrospettiva Acquisitions, Inc. (“RAI”). Under the terms of the Agreement, NewGen will merge with and into RAI, which is a wholly-owned subsidiary of Retro. Following the merger, the completion of which is subject to a number of contractual closing conditions, NewGen will be a wholly-owned subsidiary of Retro.

NewGen is a start-up, early stage biopharmaceutical company that plans to develop and market therapeutic products that will generally be reformulations of existing active pharmaceutical ingredients. NewGen has no significant assets or liabilities at this time and currently is negotiating with a third party to acquire the technology platform that will form the foundation of its proposed business operations. There is no assurance that NewGen will be able to complete the acquisition of these technology assets.

On July 22, 2010, the Company entered into an Agreement and Plan of Merger with NewGen BioPharma Corporation (“NewGen”). NewGen is a start-up, early stage biopharmaceutical company that plans to develop and market therapeutic products that will generally be reformulations of existing active pharmaceutical ingredients. Completion of the transaction contemplated by the Agreement was subject to a number of contractual closing conditions. Those conditions were not satisfied and the Agreement was terminated.

[Pennybuster]

I Agree.

[Big Brother]

If we don't hear something by the 31st then I'm going to assume the deal is dead.

[Big Brother]

Yeah just read it, still no confirmation of a merger...but...no indication that it's off either....just have to wait and see at this point.

[Pennybuster]

$NEWG they just put out there 10k so at least we know they arent going into hiding. maybe a good sign. fingers crossed.

[Big Brother]

If the merger has been terminated, the least NewGen(private) could do is post the news to their website. That way folks aren't left waiting, wondering and holding the bag long after the insiders have dumped. Also, it keeps investors from being duped, thinking they are investing in their company but are really buying an empty shell with the same name.

I feel like they owe that to investors after they plastered the ticker symbol, stock price, filings, etc all over their website and made it appear as though the merger was a done deal.

[Pennybuster]

yes i agree. late day here certainly looked like this fell apart. i hope not but the trading looked telling.

[Big Brother]

Tanked end of day, looking kind of grim right now but I'm still hopeful this works out. Unfortunately deals do fall apart from time to time, it's one of those things that happens in the shell & RM game, so you have to be ready to accept that.

[Big Brother]

As of yesterday, there was still one link on the website that connected NewGen (private) to NewGen (public) and that was the regulatory information(ie links to the SEC filings). That has now been removed as well.

IMO right now I'd say there is a 50% - 50% chance that this merger is dead.

It all boils down to whether or not the info was removed because of the 'quiet period'... or... because the deal is dead or delayed. I don't see any other options at this point.

[Big Brother]

I guess it's to be expected, have to manage risk at this point. There would have been more buyers today if they weren't sending mixed signals as to whether or not the merger was still on.

[Hanibal]

Some sellers showing up today. Still here, holding

[Big Brother]

NewGen BioPharma Corp(private) may have jumped the gun putting the website online showing NewGen BioPharma Corp(private) and NewGen BioPharma Corp(public/shell) as one in the same for the past 10 days....however...perhaps they thought it was basically a done deal and now something has happened with the shell owners...maybe the shell owners haven't met the closing conditions yet..??

I really have no idea whats happening, they should have just left the website alone, unless the merger was totally off, I doubt the SEC would have cared. Hell I see OTC companies pumping their mergers all over Twitter, before they even file any paperwork with the SEC....and the SEC doesn't seem to care.

[Big Brother]

I still feel as though it could potentially have something to do with the SEC 'quiet period' that takes place during IPO's and mergers, granted primarily on the big boards....but still.

If that's not it, then it is probably bad news unfortunately, especially if the Nevada SOS isn't updated or 8K filing doesn't take place by the 31st.

Whatever the case, it's concerning.

[TrendTrade2016]

management failing..and I pulled some strings to get chart up on stock charts...its up the answers are there

[Big Brother]

It's seems like there has been too much accumulation to cancel the merger at this point, just seems odd they would remove every reference to NEWG over the weekend.

Also the sudden buying drop off today and past failed merger is a concern as well, idk maybe it's nothing and I'm reading too much into it, I tend to do that...lol.

[Big Brother]

I don't think this is necessarily a reason to panic just yet though, there could be a couple of reasons for this:

A) its due to a pre-merger 'quiet period'

B) they are updating the info on the website

or (worst case scenario)

C) the merger has been cancelled and/or postponed

[Big Brother]

I've noticed that most signs of NEWG the public company have been scrubbed off the NewGen website. The share price, TA info, references to NEWG, share structure, etc.

This is what the FAQ looked like on Friday, much of this is now gone.

Common Questions

How many shares are outstanding?
Shares 47,600,000
Restricted 36,000,000

Who can I contact for more information about the company?
Tel: [phone]
E-mail: [e-mail]

Who is NewGen’s Transfer Agent?
Action Stock Transfer
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121
Telephone: [phone]
www.actionstocktransfer.com/

Who is NewGen’s legal counsel?
Greenberg Traurig, LLP.
4 Embarcadero Center, Suite 3000
San Francisco, CA 94111-5983

Who is NewGen’s independent accountant?
KLJ & Associates
480 E Roosevelt Rd, Suite 104
West Chicago, IL 60185

Where is NewGen’s common stock traded, and what is the symbol?
Over – The – Counter (OTC). Ticker Symbol: NEWG

How do I buy shares of the Company?
To buy shares of NewGen you must contact a registered stockbroker;
you cannot buy shares directly from us.

What is the Company’s fiscal year-end?
October 31st

[Big Brother]

I think this is one of the most promising companies I've seen in years on the OTC, it has literally everything going for it that you could want in a OTC company with massive potential......and it's in the hottest sector, cannabis biotech/pharma.

The only thing I don't like about it is that I wish, post merger, Dr. Jaikaria had a higher share ownership percentage, he ends up with about 77% of the outstanding shares.

[Big Brother]

For those who like the read the science behind something, this is a good article on NewGen's proprietary Micellar Nanoparticle (MNP) technology. MNP is a transdermal drug delivery platform, one of 3 that have an FDA approved product. There have only been 13 FDA approved nano-drugs thus far and NewGen has the rights to one, Estrasorb, everywhere except North America.

Elan Corporation was the leading nanoformulation company and successfully re-formulated the majority of the 13 approved nano-products. Elan sold its delivery business to Alkermis for $980 Million in 2011.

NewGen acquired the MNP technology from Novavax, Inc.(Nasdaq:NVAX) back in 2010. Novavax had spent 10 years and $100M dollars developing the first generation of the platform, and NewGen spent the next 10 years improving it.


http://www.particlesciences.com/docs/Micellar_Nanoparticles-Applications_for_Topical.pdf

[TrendTrade2016]

sometimes the OTC can put out a GEM, this has that appeal. These guys are the real deal. they have the platform and for the cannabis market in their vision...still far away but these plays can be the best to buy and put away!!


Check out PKTX big things happening there.

[Big Brother]

Your not late at all, hell I'd say it hasn't even begun yet. Yes, you may have missed the initial MM loading phase but the public still doesn't know about this at all since the merger hasn't even finalized yet, and there have been no PR's.

This has a long, long way to go IMO. I don't even have a pps I'm aiming for, I'm going to give this a lot of time to develop and let Dr. Jaikaria do his thing.

I'd imagine we'll eventually get some decent wall Street biotech analysts covering this, which is rare for an OTC. For that matter I highly doubt the OTC market is the final destination for this. I have not read anything, as of yet, as to what Dr. Jaikaria's plans are concerning uplisting but I personally feel it's in the cards after what happened with ImmunoCellular Therapeutics.

[TrendTrade2016]

its still to young for chart analysis . Wont tell us more than I already can see but its good to have it up there. The stock has not stopped in 5 days. In a Bit late but this has the makings of a great play.

[TrendTrade2016]

they are busy I guess

[Big Brother]

I've been trying, I've requested a chart multiple times, using all my various emails. Some of my pals on iHub have also requested a chart for me as well but alas they have not gotten enough inquiries thus far to add NEWG....it's quite frustrating.

I'm not necessarily a big chartist myself, but I would like to add a chart to the iBox for those that are.

I've had this problem many times in the past, most of the stocks I follow are new tickers, shells, etc that are very much under the radar of most investors.

http://stockcharts.com/support/symbolrequest.html

[TrendTrade2016]

big brother can you request a chart on stock charts please. This is worthy of some attention

[Big Brother]

The cannabis products they are developing certainly have a lot of potential but their nano-cyclosporine product, NanoTears, currently on sale in India, could end up being their flagship product. Especially if it is proven to be more effective than Restasis, Restasis generates well over $1 Billion dollars in sales per year.

Sunways (India), Private Ltd – Our lead formulation, Nano-cyclosporine for dry eye, “NanoTearsTM”, was launched by our marketing partner, Sunways in India in April, 2015. Sunways, incorporated in 1951 and based in Mumbai, is a medium sized pharma company that manufactures and markets a wide range of formulations in ophthalmology and ENT.

http://www.sunways.com/JV.html

http://www.sunways.com/Products/SunwaysProducts/Nano-Tears-0-005.html

MNP-Cyclosporine for dry eye – approved and already marketed in India. Filing for approval in other emerging markets. Currently initiating head to head proof-of-concept Phase II study versus Restasis. MNP Cyclosporine has demonstrated fasted drug release and 4x more binding versus standard of care Restasis of Allergan. If these pre-clinical differences lead to superior clinical benefits versus Restasis such as, an earlier onset of action and less corneal irritation, then we expect MNP-Cyclosporine to have a multi-hundred million dollars in peak sales potential and to drive significant value for NewGen in the next two years.

[Big Brother]

I'm expecting the strong play to continue for months. Not saying there won't be red days, and maybe even some significant shakes, but I will continue to hold. I trust my due diligence here and I certainly won't be getting scared out of my shares on any dips.

If they can just manage to minimize dilution, I don't see any way this isn't a huge success in the coming months....and years. The potential here is massive but as with all OTC companies controlling dilution is the key. However, I have faith in Dr. Jaikaria, Dr. Patel and Dr. Alam, they all have solid track records and excellent business acumen.