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Each of the ENZC preferred share classes A-F appear to have voting rights:
https://www.otcmarkets.com/otcapi/company/financial-report/398912/content
If I did the math correctly, the voting rights of other classes don't matter because Preferred A voting rights adjust to always have a minimum 51% weight "to approve any action" (page 5) and include a crazy formula which amplifies them further:
Did they delete their twitter?
https://twitter.com/enzolytics
Glad you found it useful!
Since then:
- The filings missing the (Unaudited) disclaimer were indeed still unaudited at the time.
- The dates have now passed for exercising warrants (converting them to common shares) from agreements made in 2020. It appeared there were Series C/warrants/derivative liabilities that could be exercised no later than November 2023 leading to what I figured were a possible 188,215,600 common shares. That doesn't mean any converted shares were sold, but people may have converted/exercised instruments recently.
- Some or all of insiders stock options would have expired in October 2023. These were worth an unknown number of common shares.
- Insiders' three-year employment contracts would have expired in October 2023.
Some of my opinions have changed since I wrote that post. I currently don't hold any shares in ENZC.
There's controversy about how the SAGA and ENZC deal was structured, what information was known by both parties at the time, and imo neither company is being transparent with shareholders about the controversies.
I'm not following this as closely as I used to, but off the top of my head I'm aware of:
- SAGA potential NASDAQ delisting for a long list of violations.
- ENZC's latest filing showing uncertainty in the Going Concern.
- An ongoing lawsuit about voting rights, due to ENZC receiving shares as payment for an acquisition that occurred without a required vote, and then claiming those shares constituted a quorum to secure its own acquisition.
- ENZC telling a court that it didn't believe itself to have a fiduciary duty to its own shareholders.
- ENZC no longer providing any news on progress and developments (good or bad) for VIRO and BGEN by saying SAGA is taking over investor relations; while it's unclear the true status of the SAGA deal and one of the reasons SAGA getting the delisting letter is "ongoing failure to disclose material information and timely file periodic reports".
Comparisons with a couple other tickers come to mind.
As I recall, HMBL's share price plummeted due to toxic lending as debt conversions came to fruition. In ENZC's case, there shouldn't be debt conversions pending - but massive share selling by any party might create a similar effect on ENZC's chart. If insiders decide the jig is up with SAGA, there are various ways they might try to cash out before disclosing the development to the market. If so, ENZC's share price might not find the expected support as it falls through what should be critical support lines.
MINE had a pattern of making vague, hard to prove claims, unverifiable operations in foreign countries, using people's likenesses without their knowledge, etc. Eventually the lies caught up with them, and that ticker got suspended. While it did resume trading two weeks later, the price instantly cratered and no one had time to mitigate their losses. ENZC seems to have a bit more substance (haha) than MINE, but there are still enough similarities I'm personally not even comfortable swing trading ENZC currently. There was no warning for MINE before the suspension hit, but a lot of red flags in the days prior.
GLTA and Merry Christmas <3
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173456239
https://stocktwits.com/TEDFROMBOSTON/message/546800741
https://stocktwits.com/BayTraderZ/message/554738568
Maybe, but things might be different this time:
- These price levels are a three year low. Where's the floor?
- Few known catalysts coming from ENZC except maybe the dividend details announcement.
- Possible conversions adding sell pressure if insiders cash out.
- Market perception of the company's future if its prime technologies are no longer owned.
There may be some profitable swing plays, but be careful not to catch a falling knife.
Notes on Series B Shares and Conversions
If the SAGA deal goes through with SEC approval, Gaurav Chandra, Charles Cotropia, Joseph Cotropia, Suraj Saggar, and Kirsten Bischof would all have new roles under SAGA, per this PR. Assumedly Harry would continue his role in VIRO, which is also being sold to SAGA. (More notes.)
Would these insiders have any capacity to also continue work for ENZC? Would they have any remaining meaningful stake in ENZC? Would they try to cash out their ENZC holdings?
https://www.otcmarkets.com/otcapi/company/financial-report/387028/content
If you add up insiders' Series B shares from the 2023 Third Quarterly (Page 28) you get 388,880,000 Series B shares.
Series B shares have Conversion Rights and can be converted 1:10 at any time into ENZC Common Stock. So the insiders transitioning to SAGA hold Series B worth a potential total of 3,888,800,000 ENZC Common Stock. Keep in mind there are 11 Series B shareholders of record according to Page 4, and I see various Bulgarian names purchasing and converting Series B in the tables on Page 10.
Assumedly the Bulgarians and IMMB who have purchased Series B would have invested for the technologies now moving to SAGA.
There's currently 727,022,643 shares of headroom in ENZC Common Stock, and four other Convertible Preferred classes, Warrants, and Convertible Promissory Notes which haven't been evaluated here.
Be wary.
I'm sorry you lost money on this scam.
Money is a renewable resource. Time is not. You can make the most of your time with or without money.
Good luck and don't give up. <3
- The site's Switch to Classic mode reverts back to Full View in approximately 10 minutes. (I'm using an updated chromium desktop browser)
- I'm not a fan of Full View hyphenating random words in random places. This is more apparent on mobile but also happens on desktop
A couple million Series B converts into 20M common shares. We don't have data for June conversions and beyond. If those shares and shares from other conversions are dumped and not held, it could be many tens of millions in play.
Both scenarios (insiders & preferred holding, insiders & preferred dumping) look possible given the numbers. Restricted has gone down and Outstanding has gone up since this sampling of the numbers in late May.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=172017449
Edit: All shares converted in May (Series B conversions, Series C conversions) look to have been issued as Unrestricted common.
+ In Full View, the See More link with an inline rollout of a post's full text is pretty useful.
- In Full View it's harder to spot important posts without a ton of scrolling.
- Lots of members start their posts with a quote, and both the quote and the response is cut off in Full View. If reading a post requires a click either way, I'd rather be able to sample the whole list in one glance (ie Classic View) vs lots of scrolling.
- On an ihub board, often the collective data point is more valuable than the discussion details. If that makes sense. In Classic view we can tell at a glance what members are generally talking about, how active the board is, etc. Getting to this information as fast as possible, with the fewest clicks possible, is most useful.
Series B converts 1:10 to common.
Latest disclosure, Page 34, says Harry owns 188,450,000 Series B, representing 41.68% of that share class. Converting half of those would create 942M+ common shares.
https://www.otcmarkets.com/otcapi/company/financial-report/379987/content
Incidentally, adding up insiders totals, only 87.61% of that share class is represented. That leaves 12.39% = 56,025,102 Series B = 560M+ potential new common shares in the hands of the other 7 shareholders of record.
If insiders converting from a class that can't receive dividends is the way insiders could capture a dividend, that could use up that 900M shares remaining in ENZC's A/S. (Though in that scenario the converted shares wouldn't necessarily be dumped on the market.) If we see that happen, it could be a signal the SAGA deal is nearing fruition.
Thing is, Common shares of ENZC don't actually have dividend rights.
Good info, thanks.
The second link doesn't work for me (page not found), but the first one is an interesting read.
No idea. Unfortunately we don't have any visibility into those negotiations. It's anyone's guess how far along they are.
Just because the lawsuit exists doesn't mean it has merit. If this was an issue of non-payment back in the day, why did Mergenthaler/Truong wait until now to address it? Will be interesting to dig deeper.
Case filed August 8, 2023, so it's very recent. Something to dig into. Thanks for the heads up!
I see BGEN and VIRO are listed as Defendants. Wonder if that makes any difference to SAGA.
https://www.pacermonitor.com/public/case/49908898/Mergenthaler_et_al_v_Zimbler_et_al#parties
A quick chart. This needs to find support soon to stay within the pennant I was tracking in my previous post. Otherwise we might be on track to revisit October's lows.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=172346228
Using the Yahoo daily chart since I'm away from my normal software. Not sure why the inline image is so low res, maybe ihub formatting is crushing it. Full size is clearer.
https://i.ibb.co/mTjkLjH/20230802-enzc.png
This ticker's had a pattern of making short corrective runs every 4-6 months. I wonder if that'll continue!
Sharks and Wolves taking advantage of the WallStreetBets hype, MMs trying to recoup losses from higher markets down here in the OTC, and a bunch of inexperienced investors bringing bags of stimulus money trying to get rich quick. It was the perfect storm.
Especially for ENZC, which made exciting claims about a dozen different viruses including HIV and Covid, AI driven medicine, and mAbs as an alternative to mRNA while many of those topics were hot news.
The rules changed as of 7/15, some name calling falls within the guidelines now. ¯\_(?)_/¯
https://ihwiki.advfn.com/index.php?title=Community_Guidelines
https://ihwiki.advfn.com/index.php?title=Moderators%27_Guidelines
Civility is still appreciated. Go ENZC
I-Glow, a couple of notes:
(citations for these quotes are available here)
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=172309657
From the latest SAGA 10-K:
With a big enough catalyst, it could still go above .11
Especially if the SAGA deal closes in that time. SAGA could count on getting the company producing the catalyst, and investors would (should) know the dividend details.
Example:
900 SAGA shares worth $30/each = $27k
Buying 100k ENZC shares to get the 900 SAGA shares as dividend, $0.27/share would be break-even.
(This is oversimplifying since there'd be other considerations in play, but it works to illustrate.)
I flubbed up the math on the exec salaries, adjust accordingly. :o)
100% of BGEN and VIRO are valued at $450M for the sake of the proposed transaction. That figure only applies if 45M SAGA shares are pegged at $10, or enough Make Whole shares are issued at a lesser trade price to cover the difference.
I do expect that. Without a lock-up period, everyone could dump their shares upon receipt and crash the share price, before the company has time to create value that would encourage some investors to hold. It might also help balance a bunch of people trying to use the dividend as a short term flip. A lock-up period is not automatically a bad thing, but it's something to pay attention to whenever we get specifics on the SAGA deal.
Right. That's a reason I keep mentioning a possible dividend lock-up period. SAGA would likely be adding new shares in the first 1-2 years while dividend shares from the ENZC deal are still Restricted. Some dilution is common and can be a part of healthy growth, and ideally the SAGA share price would be increasing during that time as well to compensate, but that also has the potential to reduce the value of the dividend shares in some scenarios.
I looked at the example deal again, and I don't think what you said matches what ENZC is telling us.
From Supplemental Information - Supplemental Information published 7/11:
https://www.otcmarkets.com/otcapi/company/financial-report/376167/content
Some notes on RobustoMed:
When Sharabura joined as subsidiary President, ENZC said this in its PR:
https://www.otcmarkets.com/stock/enzc/news/Enzolytics-Announces-the-Appointment-of-Steve-Sharabura-as-President-of-its-Wholly-Owned-Subsidiary-RobustoMed-Inc-AKA-E?id=313099
I haven't posted charts in awhile. Sometimes it feels like this ticker is controlled by an algorithm that can make the charts say whatever it wants. But for what it's worth, here are a few notes:
Using weekly charts,
CHART 1:
Death cross happened mid November of last year. A death cross is a bearish signal where a faster moving average (MA) crosses below a slower one. (50 MA and 200 MA here.) https://www.investopedia.com/terms/d/deathcross.asp
Trading this year has been trapped in a symmetric triangle, with the exception of a false breakout in May. Trading returned to the triangle range and is currently still within its bounds. https://www.investopedia.com/terms/s/symmetricaltriangle.asp | https://www.investopedia.com/terms/f/failedbreak.asp
It's possible that Savov got his shares near the May breakout, and possible that the company was diluting during that time frame as well, plus we got the SAGA announcement and the announcement of trials in Africa.
The last dozen or so weeks have shown unusually high volume, which can sometimes signal increased volatility, ie the flurry of action before a bigger move.
MACD on my chart shows converging lines, suggesting the market is nearing an articulation point. This and price funneling into the symmetric triangle, suggests a bigger upcoming move is possible. MACD lines will ultimately cross lower (bearish) or reflect higher (bullish), but move very slowly on a weekly chart.
CHART 2:
Looking at candles only, on a macro level, if there's a breakout higher there could be a massive Inverse Head & Shoulders pattern in play. This would be bullish. We would need to see an uptrend that retests the highs from May. https://www.investopedia.com/terms/i/inverseheadandshoulders.asp
Chart 3:
Looking at candles only, trading since October has been following a bullish pennant pattern. ie this hasn't revisited October's lows. So far this shows the market rejecting those lows, which could result in continuation upward, if the market soon rejects the current price point as well. https://www.investopedia.com/terms/p/pennant.asp
Chart 4:
Somewhat unique to this ticker, about every 4-6 months for whatever reason, there's been another run. If this pattern continues, we'd be due for another one around Septemberish.
Regarding the SAGA example deal disclosure, you basically called it in that post and the original post on June 30.
Average volume has been 9.2M/day in the last 30 days. Could have unloaded them steadily instead of all at once. Not saying you're wrong either.
Keep an eye out for whales. :)
Can confirm it appears to be 68M since a May 30 sampling. (+notes here)
Previously:
Currently:
Outstanding Shares 2,970,804,133 05/30/2023
Restricted 400,363,185 05/30/2023
Unrestricted 2,570,440,948 05/30/2023
40,000,000 new shares outstanding
Outstanding Shares 3,010,804,133 07/12/2023
Restricted 372,363,185 07/12/2023
Unrestricted 2,638,440,948 07/12/2023
Numbers as of May 30 are here:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=172017449
Remember yesterday's disclosure isn't the actual deal, only an example deal.
But it sounds like the example dividend date would be 15 days after the six months period before the Make-Whole calculation. ie you could buy additional shares to increase your proportion of the dividend in the six months interim.
I'll quote these paragraphs in opposite order because they're clearer that way:
https://www.otcmarkets.com/otcapi/company/financial-report/376167/content
Catpole, I took a few minutes to write up a more positive scenario. This is obviously very speculative, but just like the more serious cases, it's within the realm of possibility. Ultimately, however we dice it, Biogenysis and Virogentics must create tangible value for the investment to succeed.
Suppose ENZC announces game changing news within the next six months.
If the SAGA deal isn't finalized yet, speculation about the deal and the dividend could create uptrends for both ENZC and SAGA. But for ENZC in particular, since ENZC would still own its now-proven game changing IP, plus shareholders could anticipate the possible dividend.
If the SAGA deal closes, the ENZC share price that allows investors to capture the dividend could immediately become ENZC's new floor. SAGA could maybe issue the 45M shares for the acquisition as Class B Common shares, which are not traded on Nasdaq. (Only Class A Common are traded on Nasdaq.) This might improve SAGA's market cap calculation if the Class A O/S stayed fixed, but there was incoming value from ENZC, pushing the SAGA share price higher.
If the game changing news was exceptionally good, SAGA's share price might continue increasing indefinitely as Nasdaq investors tried to get in at the perceived bottom. The SAGA uptrend might be further amplified by its low float if Class A O/S didn't grow much. This could then drive ENZC's price higher as the opportunity to lock in $10 dividend shares would become even more significant. The hype could feed itself.
Eventually it would be dividend time. The Make-Whole Provision wouldn't produce any additional shares because SAGA shares would be trading higher than $10. But there would have been good trading in both tickers, enough time for people to enter or exit positions as they saw fit, and a continuing uptrend as Biogenysis and Virogentics continued to deliver strong value.
At some future date, the 45 million dividend shares would enter the SAGA public float as Class A shares, and some people would take profit. But if the company was still on an upward trajectory with exciting developments in the pipeline, many investors might stay long. Even if there was an X-years lock-up period for dividend shares, if there was a long term uptrend, investors with restricted shares could stand to profit eventually.
On the ENZC side, after the dividend, the share price might plummet. ENZC might fail to start a profitable business with Robustomed, not have the funding to pay their OTC registration fees, and declare bankruptcy. Not necessarily a bad thing if it eliminates all liabilities and all share classes, including the gazillions of Preferred A through F, and Robustomed's $26M+ of outstanding debt. No more debt, the product works, people can invest on Nasdaq, the old ENZC team is still at the helm, the future is bright.
https://www.otcmarkets.com/otcapi/company/financial-report/376167/content
Well, if there's low float in SAGA while Biogenysis and Virogentics begin to create extraordinary value, the SAGA share price could do very well. :)
I wouldn't say I've been particularly negative, just trying to stay realistic, using the last few years of company performance as my point of reference. It's controversial to look at the more serious scenarios, but important due to ENZC's track record leading this, as well as SAGA's leadership history.
There would need to be a real paradigm shift in Biogenysis and Virogentics to begin delivering cures, not just safe harbor PRs, compared to the same subsidiaries managed by the same team under ENZC the last few years. The sky is the limit IF they can start delivering results. They've been maneuvering for awhile, so maybe it's time.
The Patents, IP and licensing for IPF, ITV, and mAbs are part of Virogentics and Biogenysis, which are to become SAGA's wholly owned subsidiaries if the proposed transaction is completed. Under SAGA, Gaurav Chandra, Charles Cotropia, Joseph Cotropia, Suraj Saggar, and Kirsten Bischof would all have new roles in the subsidiaries, and Harry would assumedly continue his role as CSO of Virogentics. ENZC's latest disclosure says that there will eventually be a dividend to ENZC shareholders, then "there would be no assets or operations in Company E".
Below is the DD, straight from the source, if you would like it.
https://www.otcmarkets.com/stock/ENZC/news/Virogentics-and-Enzolytics-Refute-Misleading-Information-Being-Circulated-on-Social-Media-and-Other-Internet-Outlets-Bio?id=401452
Yesterday's filing stated:
I don't know the answer to that, but your analysis does raise an interesting thought.
SAGA pre-purchase OS = 4,346,337
SAGA post-purchase OS = 49,346,337 (4,346,337 + 45M new shares div'd to ENZC Shareholders)
Those 45 million new shares can't be traded for at least 6 months, because ENZC is promising to give them all to its shareholders as a dividend. So I assume the 45M shares would be a part of SAGA O/S, would be listed as Restricted, and would contribute to the market cap calculation. I'd think they'd also remain Restricted for 1-2 years after dividend date since dividend shares often come with lock-up periods.
If the share price becomes $4 within six months, those 45M shares will only be worth $180M, not $450M. If there's a make-whole provision, additional new shares would be issued at $4 apiece to make up the difference. In our example, that means in six months barring no other share issuance:
450M - 180M = $270M of new shares worth $4 each = 67.5M new shares.
SAGA six-months-future OS = 116,846,337 (49,346,337 + 67.5M new make-whole shares div'd to ENZC Shareholders)
EDIT: I overlooked that the Make-Whole provision as described wouldn't allow for unlimited new shares, just 45 million. So we'll need to adjust math accordingly. But no more time to edit this post. :o)
If that dilution in turn also pulls down price per share, the company might be at risk of delisting from Nasdaq due to minimum share price under $4. It could possibly go back to OTC while people are stuck unable to sell due to lock-up period. The success of the investment depends on the value Biogenysis and Virogentics can create in the meantime.
Another important possibility is the shares could be issued as SAGA Class B Common, which aren't traded on Nasdaq. That wouldn't eliminate the problem of all dividend shares hitting float simultaneously at some future date, but that might play more favorably with SAGA market cap calculation, etc.
After dividend date, at the end of the lock-up period, wouldn't 45 million SAGA dividend shares + an unknown number of make-whole shares suddenly become eligible to trade, all at once? e.g. Float would represent about 10% of SAGA initially, then the remaining 90% of the company could trade simultaneously on some future date?
If SAGA issues 45 million shares to ENZC, then increases O/S before the six months to offset, that could create even more make-whole shares for the dividend. If they dilute after six months, share price might diminish while people hold dividend shares they can't trade yet, due to the lock-up period.
It's manageable, but Biogenysis and Virogentics need to deliver.