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In this case I'm assuming CCC's doubts occurred sometime after the 9/15/23 BCA and probably after January 2024. They might have had some doubts earlier, but you're right, all those communications indicated they wanted the deal even into January 2024. JMHO.
Thanks, I've never been on Discord and haven't seen it on Twitter. First, that makes me wonder what he thinks is key about his and his dad's patents in respect to ENZC, unless he's referring to something related to Savov's claims. Secondly, it shows that Harry, for some still unknown reason, is/was determined to close the SAGA deal, knowing that CCC had turned against it.
I don't care if it's public or private. I just want to know. That's the first time I've heard that Harry has been talking.
Can you tell us what Harry told you about the coup and the situation? PM if necessary.
Docs,
Chandra told you this, referring to funds used to pay for the company's labs and R&D (I assume)? How about CC?
The fact that they included the dividend in the BCA, along with other terms and conditions, was strange and surprising IMO. That inclusion makes the dividend appear to me (JMHO) as more of a condition of the BCA as opposed to simply a promise, and they have not complied with that condition of the BCA. Pile that on top of the doubt that the SAGA deal ever closed. Yet, Sharabura mentioned an "alignment" with SAGA in his comments in the last PR.
JMHO...As for what remains in ENZC, it's interesting that they recently changed their description of ENZC in the "About" section (which people rarely read) of the PR from becoming strictly a marketing company of medical supplies (a completely different strategy from being a bio pharma during the 4 years before the "closing" with SAGA) BACK to being a bio pharma which INCLUDES (rather than being the SOLE strategy) marketing of medical equipment, etc. A subtle change because Harry has recently said that ENZC holds the patent to his (apparently different ??) invention that he says will be applicable to cancer.
They should be very interested in protecting us. If they are going public, they have to disclose all potential risks to potential investors, JMHO.
Personally, I believe I bought into their IP by buying ENZC stock, based on many representations made by them, whether the IP is still in ENZC (Harry hasn't said that it isn't) or they moved it to some other entity under their control to protect it.
Wherever it resides, until there is satisfactory compensation or value for the IP reflected in my stock or with comparable holdings of the IP, I think they have a risk. Pigs get fat, hogs get slaughtered. I hope they are protectors of non-management ENZC common shareholders (clandestinely or openly) rather than hogs. JMHO.
There's a lot of detail in the actual complaint, and I don't see anything there about ENZC itself, JMHO. However, ENZC might be looking for new management soon (JMHO) and maybe that's an opening for a CCC comeback in some form. Maybe this is what CCC was alluding to in one of those conversations with Docsetc?
There are patent license agreements attached as exhibits to the 9/15/23 BCA with SAGA. As I recall, they are all dated prior to the BCA but a couple of years later than the 2020 merger and the formation of BGEN and VIRO with license assignments at that time. Some signatures are missing but represented to be executed. To my knowledge, that is the only time we have seen any of the license assignments or their terms. I would like to know what terms were in the original assignments that were claimed to have been executed at the time of the merger.
I don't know whether being delisted from NASDAQ was the legal death knoll of SAGA or just the practical death knoll, but the fact is there is a judge who is allowing the lawsuit to proceed with SAGA as a defendant and another plaintiff just won a $2 million judgment in another lawsuit against SAGA for unpaid legal fees. So, until Harry gives up the ghost, the legal status of SAGA can't be ignored. JMHO.
In respect to the GLD case, I'm saying maybe there is a timeframe we can look to for an end to this facade and that may be after discovery is complete or if SAGA fails to comply with discovery and the judge ends it in GLD's favor. In regard to the $2 million judgment, that looks like a big incentive to either admit that GLD won and/or that the closing with ENZC never occurred. The latter makes more sense to me. JMHO.
They should know who's got the case and who doesn't by the end of discovery, JMHO.
This one? It came out at midnight last night.
https://www.otcmarkets.com/otcapi/company/financial-report/410232/content
My understanding of the BCA between SAGA and ENZC is that the only cash that was to come to ENZC after the closing was the $30,000/mo for some period of time intended for ENZC to develop another business plan after selling BGEN (later removed from the deal) and VIRO to SAGA. We'll see sometime Monday night whether those payments are in fact being made. JMHO.
The compensation to ENZC for those subs (revised last spring to $290 million in SAGA stock value for VIRO alone, according to ENZC) was a controlling amount of SAGA stock valued by definition (blank check company) at $10/share, which was then to be distributed 100% to ENZC shareholders by ENZC as a dividend. So, if my understanding of the SAGA deal is correct, the PIPE money was to stay in SAGA for R&D, tests, etc. JMHO.
Since then, SAGA has been booted off the NASDAQ and is still not on the OTC, so that $10/share is probably not there anymore.
If the SAGA deal is dead, there's not much sense in discussing it, but my reservation about that is the stay that the judge in the GLD lawsuit put on SAGA's termination or vote to extend itself.
Yes, they did say a couple of years ago they were able to find a solution to monkeypox in a short period of time using their AI platform. I don't recall if they applied for a patent or not, but the theory you raise is interesting.
However, as a very brief and incomplete summary of the current situation (and this is JMHO. Others may disagree or be willing to add to my observations.), Harry has taken control of ENZC and seems to be at odds with CC and Chandra, who have reportedly left ENZC, and there is ambiguity as to where the IP resides or if the apparent rift between them will be resolved. I used the words "apparent" and "seems" because to my knowledge, CC has said nothing publicly about the situation and Harry hasn't said there is a rift, so there's no confirmation and what is actually happening remains uncertain. JMHO.
Nothing I'm saying here includes any advice, only observations and opinion. You already know that you should do your own research, and you may run across some the following in that process:
Some think that CCC cannot simply take their IP out of ENZC without consequences or compensation, especially after representing to investors for years that ENZC has the rights to the IP, starting from the merger with BioClonetics, and any improvements and expansion of the IP inventory made during the years beyond the merger by using ENZC funding to pay their salaries, do internal and outside contracted research to prove and/or improve and expand ENZC's IP inventory. Several months ago, ENZC said it has pulled BGEN and its IP out of the SAGA deal and back into ENZC. I don't recall ENZC making any amendments to that comment, and CC hasn't said anything publicly. So, the current status of who owns the IP is unclear. JMHO.
Some think ENZC is or has turned into a scam.
Some think there is reason to believe there will be a resolution to the situation that will be to the benefit of shareholders or that CCC will regain control of ENZC because the closing of the deal with SAGA was defective and the change of control in ENZC due to that deal will unwind. The legal status of the closing (or not) of that deal is the subject of a lawsuit between SAGA and one of its shareholders. JMHO.
Some think the SAGA deal is dead for other reasons, such as its removal from NASDAQ and failure to list on the OTC.
We may learn more when ENZC files the 2Q report next week.
All JMHO.
I'm not a lawyer either, but my best guess is that you've got the right case. JMHO.
I'm assuming most of Mayer Brown's legal fees were in respect to SAGA's failed attempt to close on the Saudi deal, which preceded ENZC's discussions with SAGA. It appears to me that SAGA never responded to the lawsuit, didn't hire a defense lawyer or appear in the case, so the Plaintiff asked for a default judgment and may have gotten it. The status of the case in the heading of the docket report says: "Judgment". Interesting strategy (?).
JMHO...I would say that unless Harry has beaucoup PIPE money lined up for SAGA, this is a good time to give up the "facade" (if that's what it really is) and recognize that SAGA failed to pay its renewals last fall and the deal with ENZC never closed.
If I'm not mistaken, GLD got default judgments against Kelli Austin and BN Holdings for its purchase of the SAGA Sponsor shares, too.
I agree on GLD v SAGA, but why do you think the Merganthaler v Zimbler case has "more potential"? IMO, it doesn't look like they are having much success against any of the defendants, most of whom (if not all) were apparently dismissed from the case on May 14, 2024. The latest filing by the plaintiffs is an appeal of those dismissals, of course, with no ruling yet. So, who knows what could happen with this one.
I will say though, that if you look at the history of the co-plaintiff's filings in NY courts for Mrs. Mergenthaler, especially the various judges' comments, you'll find some interesting information and a pattern of persistence to keep filing lawsuits despite losses and reprimands for doing so...JMHO. FWIW, Merganthaler has failed against ENZC and its officers at least twice, maybe 3 times now. JMHO.
" he needs to describe how to fill our stockings, either through ENZC, or a deal on his new Ticker."
IMO, they should pay very close attention to this issue for several reasons.
Thanks for that post. I had not been following this case either. It does appear that both the Kona and Cimmaron cases have been dismissed in favor of ENZC. JMHO.
https://storage.courtlistener.com/recap/gov.uscourts.ded.77104/gov.uscourts.ded.77104.103.0.pdf
Show us....Verifiable results.
OK, we're close except for this:
"He is mentioned in every quarterly and annual that ENZC has filed.
Page 44 of the latest quarterly report."
Maybe I should have used a different phrase other than "not mentioned" to indicate that IMO, ENZC doesn't reveal or recognize any ongoing affiliation between itself and Zimbler since at least 12/31/2020, and maybe not since 2018, other than carrying forward a listing...by name of the creditor...of a potential liability on its Balance Sheet. That liability to Zimbler hasn't increased in value or changed since 2018. Maybe there is a reason for that, but the disclosures don't say. Harry's has decreased in the past. (I'm guessing Harry got paid.) An old debt does not indicate to me that there is a continuing relationship or affiliation with Zimbler. If there is, they've hidden it pretty well. JMHO.
Why does that name (Zimbler) bother you?
Re Austin: She has been associated with Harry for a long time. Either Mutat or Timing revealed that some time ago, and I found that she was the outside accountant for IMMB as far back as 2016.
"I may have misspoken about him being paid annually, and you may be correct that this is a debt that is just growing in value."
It's not increasing in value since 2018 and the disclosures in the financials say the liability does not earn interest. There's too much volume in the earlier reports to justify my time to dig out why there were small increases in the balance of the debt in prior years, but it might be interesting if you know the answers.
"If this debt was accrued prior to the Enzolytics and BioClonetics merger shouldn't this be debt of the predecessor? Why is it listed as owed by the current company and not a responsibility of Robustomed?"
It's listed by ENZC (the "current company") because the financials are presented on a consolidated basis, which includes the subsidiaries. Yes, I agree it should be the responsibility of Robusto and it is reflected that way in the Consolidating Balance Sheet of 12/31/2020. See the link I provided in my earlier post. Look at the middle column on the Statement:
JMHO: Zimbler has apparently not been associated with ENZC in years and not mentioned at all since the merger with BioClonetics in November 2020. I don't see any current payments to him. Where are you getting that?
Looking back at the notes to the financials, it looks like the balance due to him grew over several years in varying amounts, such as 14-20K per year to the final and current balance of $142,646 by the end of 2018 with an increase of only $1.1K since 2017. The company was doing business as ECO-PETROLEUM SOLUTIONS, INC. during most of that time, filing as Enzolytics, Inc. for the first time in 2018.
I don't see the reason for the debt, but it is unsecured, non-interest bearing and there is no due date. Same with Harry's $200+K. After so many years with no obligation to pay and no interest due, it looks more like "paid-in Capital" to me.
https://www.otcmarkets.com/otcapi/company/financial-report/262124/content
The debts remain in old ENZC, the predecessor, which was renamed to ENZC SUB, Inc and again later to Robusto, Inc. JMHO.:
it does not appear that Robustomed (A/K/A ENZC SUB) is responsible for the debt prior to the merger of Enzolytics and BioClonetics.
On November 16, 2020, the Company (having been renamed, immediately prior to this Holding Company
Reorganization, from “Enzolytics, Inc.” to “ENZC SUB, Inc.”) completed a corporate reorganization (the
“Holding Company Reorganization”) pursuant to which ENZC SUB, Inc., (the “Predecessor”) became a
direct, wholly owned subsidiary of a newly formed Delaware corporation, Enzolytics, Inc. (the “Holding
Company”), which became the successor issuer. In other words, the Holding Company is now the public
entity
Good point. Not only that, but the notes are convertible at some undisclosed rate. Due in less than 2 weeks. It was not a public offering and not a bank loan. Who are these investors? In the past, some Bulgarians, apparently familiar with past ITV-1 trials, have provided cash through preferred stock purchases or partnership agreements. JMHO.
If they did need the money, the convertible feature may have been necessary. However, if ENZC wasn't in dire need of the money on short notice, it tends to look (to me) like a favor and possibly a backdoor way to award an excessive number of shares to somebody if the conversion rate is anything other than the current price of the stock at the time of the conversion. JMHO.
Agreed about the $20K fee SAGA put up in the NASDAQ case. I thought you were referring to the GLD case.
You asked:
If SAGA only had $19 in cash, who put up the $20,000 and why?
Cash Acquired in Acquisition 537,443
Current assets:
Cash and cash equivalents $ 559,554
Cash flows from financing activities
Proceeds received from the issuances of notes payable from investors 559,587 -
On May 12, 2023 and May 15, 2023, two investors loaned $125,055 each at 10% interest due May 12, 2024
and May 15, 2024 and June 15, 2024 to fund BioGenysis, Inc. and Virogentics, Inc.
On June 28, 2023, two investors loaned $375,000 each at 10% interest due June 28, 2024 and June 28, 2024
to fund BioGenysis, Inc. and Virogentics, Inc
Convertible promissory note, due May 12, 2024, interest at 10% per anum, unsecured Convertible 125,055
promissory note, due May 15, 2024, interest at 10% per anum. Unsecured 125,055
Convertible promissory note, due June 28, 2024, interest at 10% per anum, unsecured 375,000
Convertible promissory note, due June 28, 2024, interest at 10% per anum. unsecured 375,000
It was GLD that put up the bond. The judge set it at $100,000 and gave GLD 3 days to put up or shut up (Item 22 at CL, link below), but I think it was negotiated down somewhat and may have been the $20,000 you quoted. GLD had already gotten about $500,000 (roughly half) on their sale of the Sponsor stock to Austin, and she was delinquent on the other half at the time the suit was filed. (GLD has a judgment for the balance due now. Apparently, she didn't show up for the hearing.) JMHO.
Suing to terminate SAGA seems counterproductive to GLD's collecting the other half, but the fact that GLD was willing to put up non-refundable money to bring a suit to shut SAGA down is what surprised me. Then, they even wrote the trial schedule for the judge, stretching it out to late 2025. If the judge didn't dictate that schedule, there's something very strange about GLD's motivations. Now SAGA is hit with a $2 million legal fee lawsuit, which most likely relates to fees for the failed Saudi deal, which was started and ended while GLD was the SAGA Sponsor. Related to GLD motivations?? JMHO.
https://www.courtlistener.com/docket/67985445/gld-partners-lp-v-sagaliam-acquisition-corp/
Item number 24:
Nov 22, 2023
NOTICE of Filing of an Injunction Bond, by GLD Partners, L.P., GLD Sponsor Member LLC. (Bellew, Sean) Modified on 11/22/2023 (nms). (Entered: 11/22/2023)
Weren't both of these cases identical in that they were contesting the 251g reorg which made their debt convertible into Robusto's stock (which is old ENZC prior to the merger with BioClonetics) instead of new ENZC's stock? I think those debts are relatively small and were incurred prior to Harry buying the company back when its business was motor oil. JMHO.
Those legal fees probably were related to the failed Saudi deal, but it implies a couple of things to me (FYI, I'm not a lawyer and the following is JMHO):
(1) A major law firm, as a recent plaintiff, apparently believes SAGA is alive and has assets (what? VIRO?) to pay the judgement...if they get it. Maybe they decided to file the suit because the judge in the GLD case vs SAGA stayed the termination of SAGA until the case is resolved and/or because Harry is conducting business as though SAGA is alive and the BCA is valid, despite claims to the contrary by GLD in its lawsuit vs SAGA. (Just my speculation).
(2) The Form 25 has delisted SAGA from the NASDAQ but hasn't forced the dissolution of SAGA...yet...probably because of the stay imposed in the GLD case. If it is determined that it did successfully complete the BCA, the Form 25 would just delist, and likely not dissolve the corporation. JMHO.
So, IMO, the Mayer, Brown lawsuit seems to me to be an additional good reason for Harry to let go of SAGA (there could also be more undisclosed liabilities lurking out there), unless he's got far more PIPE money lined up for VIRO through SAGA that outweighs the risk of the $2 million and other possible undisclosed liabilities. If he did that...by acknowledging the failure of the BCA to complete...IMO, that would probably terminate the GLD lawsuit, eliminate the federal income tax accrual (where is he going to get the money to pay that anyway with an unlisted stock) and he would also remove VIRO from the risk of Mayer, Brown becoming the new owner of VIRO if SAGA can't pay the potential judgment. (Not to mention that outside ENZC stockholders may be much less inclined to sue.) JMHO.
Have you been following this case, and if so, what is your assessment of it? I haven't followed it.
Have you looked into the history of the plaintiffs? One was disbarred and has a history in lawsuits on behalf of the other plaintiff's family. Comments by judges in some of those suits are quite interesting. The other plaintiff's cases against ENZC have been dismissed in several venues. JMHO. How about this one?
https://www.courtlistener.com/docket/67807413/mergenthaler-v-zimbler/
I don't know if this is splitting hairs or not, but does that notation refer only to ENZC? It's possible that it's just part of their preplanned strategy that is being carried on by Harry, who BTW is also now devising a new business strategy for ENZC. (That was one thing we were all concerned about post the BCA...no assets, no strategy, right?)
Keep in mind that it was disclosed in the BCA that the CCC group had become officers of BGEN under the new structure, but they had also retained their positions with ENZC. Harry and Dianna became officers of and in operational control of VIRO. IMO, this was to be the end of joint control of ENZC and the start of structural autonomy between the 2 groups, ie, it was the first step toward splitting the sheets between CCC and Harry. Under SAGA, they would both operate independent of each other under a figurehead CEO of SAGA. JMHO.
Seeing that back in September, my thought was (JMHO) that it would only be a matter of time before CCC resigned from ENZC, leaving Harry in control of ENZC, essentially moving on and giving the company back to Harry. The CCC group would have full operational control of BGEN (within SAGA (or not?)) and Dianna (actually Harry) would have control of VIRO within SAGA. JMHO.
JMHO...Whether SAGA has actually survived or not, Harry is operating ENZC as though SAGA has survived and he's in control of ENZC. One additional indicator is the Novation Agreement presumably between all 3 parties, including SAGA, that took BGEN out of the SAGA deal and "returned" it to ENZC. So, that disclosure you posted claimed that the CCC group was "removed" from ENZC, but how about BGEN?
This is my speculation, and others may have different thoughts. Now that BGEN is a sub of ENZC again (reportedly) and Harry is controlling ENZC, maybe who controls ENZC, and consequently the BGEN IP, is what the fight is about and that may center on (1) whether the Series A Preferred shares owned by CCC are still theirs (which would give them control of ENZC) or are they legitimately in the ENZC treasury as reported by ENZC and (2) whether SAGA is still alive or is being propped up by Harry in order to maintain control of ENZC as long as the GLD lawsuit is active. If SAGA is not alive the Series A preferred should be restored to each of the parties. JMHO.
Any other thoughts out there?
Been using TOS for several years and like it.
I haven't seen it and have said in the recent past that we need to hear from CC.
Right. That was years ago, and it's not new to this board, but it is strange that Harry has chosen to disclose it since he regained control even though Joe may not be with ENZC anymore. That's either something along the lines of vengeance or Joe's still with BGEN and it's still a sub of ENZC. JMHO.
I hope you're right about the trials. I suspect there is more to the story and obviously we're not getting all of it yet. Getting the IP out of BGEN without compensating the company isn't that easy because the patent applications have been assigned to BGEN for a year or two (they became public as attachments to the BCA with SAGA) and their recent revised agreement taking BGEN out of the BCA assigned BGEN with a $160 million FMV. I do understand there are ways it can happen, but they will likely come with some legal risks due to many public disclosures that the IP belongs to ENZC, then later, more specifically, to BGEN, which was and is a subsidiary of ENZC, and the fact that ENZC paid the tabs for the research and their salaries while working on the IP. So, it's hard to image the CCC's can just walk away from a public company with its assets. I'm guessing they need to manage that risk by keeping us happy. JMHO.
Agreed, Jim. Good to hear from you.
X is showing Dr C's response was 17 hours ago, so the post was made late yesterday (6/6/24) afternoon.
Actually, the common stock A/S according to OTC Markets has been 3,900,000,000 since at least 8/1/23. I've got a picture of it. This is an example of the reasons I keep saying they need an internal CFO, assuming they want to file accurate reports (JMHO):
(1) the Balance sheet on page 28 of the 1Q 2024 report at 3/31/24 shows:
Common stock, $.0001 par value; 3,000,000,000 shares
authorized, 3,187,974,257 and 3,172,974,257 issued and
outstanding at March 31, 2024 and December 31, 2023,
respectively
Trading symbol: ENZC PK
Exact title and class of securities outstanding: COMMON
CUSIP: 294112107
Par or stated value: 0.0001
Total shares authorized: 3,750,000,000 as of date: 3/31/2024
Total shares outstanding: 3,187,974,957 as of date: 3/31/2024
Total number of shareholders of record: 244 as of date: 3/31/2024
Very interesting link from KOP. You can search by name as well.
I don't know if you've noticed, but she (as Uncommoncent, previously Camelot Financial) was the outside accountant for IMMB back in 2016 with a Las Vegas address. https://www.otcmarkets.com/otcapi/company/financial-report/165977/content
So, she does have a long history with Harry Z. That's one reason I believe (JMHO) Harry is controlling SAGA (if it still exists) through her, which I suspect is also the reason management got the 9 million SAGA shares off the top in the BCA. JMHO. This is what I have referred to in past posts as the "less than arm's length negotiations". Again, JMHO.
Now she is listed by ENZC as a consultant, so what does that mean? What does that indicate about SAGA?
Timing, is there a link to: "Kelli Austin being sued for Fraud $$$"? Are you referring to the SBA loan application or something else? TIA.