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That’s super quick.
Career
Peter was Managing Partner at Camelot BioCapital, and Vice Chairman of the Board at TargImmune Therapeutics. Peter Kash joined NAYA Biosciences in 2024.
Peter Kash is currently Vice Chairman of the Board at NAYA Biosciences - View - NAYA Biosciences org chart
Wake up folk. This Peter Kash is another financier. Another scum bag.
https://www.theofficialboard.com/biography/peter-kash-e7019
I wonder if second 500k payment has been paid. Hula Hula Cuckoo Payment
I do appreciate that this new financier is a Republican. A slime ball but still on the right side. https://marquistopscientists.com/2017/05/17/thomas-ross/
Hula Hula Cuckoo Penny
Like I said, …… What does Florida BioSciences do?
Florida BioSciences LLC is a company that operates in the Financial Services industry. It employs 11-20 people and has $1M-$5M of revenue. The company is headquartered in Palm Beach, Florida
This is simply a financier getting in on ground floor for dirt cheap. Deal is scummy and obviously Thomas has relationship with Teper is simply doing whatever to help Teper. Who knows what’s really being negotiated off the books. The Pond is just going to get murkier by the day. Hula Hula Cuckoo Penny
Watch video. Like I said before, this Thomas Ross guy is all over the map. He’s a slippery goat that’s just here to wheel and deal. He doesn’t care about this company and goes where the wind takes him. He likes everything as do most money seekers. I think he snagged this asset on the down low and is now playing another game called “fuck over Long shareholders” with Teper. He’s Andrew Rae in sheep's clothing. Best to him and his premium retirement package. Sweet deal for a bubble gum salesman. That drug isn’t worth 20 million plus additional shares. Hilarious. Teper must be playing a pathetic negotiator role here on purpose. All bad acting. I can’t believe the agreement terms are finalized. Not by a long shot people. Lots of amendments coming. Something smells super stinky here. Hula Hula cuckoo Penny
Hey guys. Maybe I’m blind here but I can’t seem to find the eye indication drug on Satellos website. It’s no longer there or buried deep. Latest presentation shows nothing. Maybe they don’t have it anymore. I haven’t followed this company so maybe it’s been taken. lol. Too funny. Hula Hula Cuckoo Penny
Good news. Satellos is also trading on US exchange. So that’s a plus for the future merger. lol.
I was wrong. So a little substance there. Still don’t know about any relations with Ora. Maybe Satellos is footing the bill for Florida. lol.
NAYA to accelerate Phase II clinical development and Early Patient Access after initial safety demonstrated in 28-patient clinical trial
I highly doubt that Bruce. Ora is a clinical consultant agency that focuses on helping companies through clinical trials and drug development. I believe it said that they focus on Opthamology drugs but I’m sure they do other drugs as well. Who knows. I sure don’t. Have they had this Ora company as a consultant, possibly. So many of those middle men operations around. Dime a dozen. Helps to have those type of guys when you’re going through reorganization as well. Don’t put too much thought into Satellos. Us Longs won’t know anything until they announce the definitive agreement. That’s if they announce anything. I’m merely guessing on Satellos because of the remaining indication they have. If I was Astra. I wouldn’t allow anyone to have Bert. I would want all indications. ESHA is still good in my mind. Cytovia needs another 100 million to help with the clinical studies. Any ways. That’s my two bits for today. Today’s announcement basically just puts more steam in the pot and possibly gives more credibility to the INVO merger. I still don’t believe they’ll list or do anything that brings us liquidity. They don’t need to show continuity of business enterprise. This new Florida nominal shell company giving Naya a shit drug for 4 plus million shares is a huge scam. Lucky guy. Must be a good buddy of Teper. It’s drug is unproven at best. To me, Teper is just giving us more and more of the same old fluff. It is what it is. Hula Hula Cuckoo Penny
Golly.. Surprise, Surprise, Surprise. Teper just keeps building the pressure in the pot. Still don’t believe anything will complete but that’s purely my opinion. What do I know. Absolutely nothing. Hula Hula Cuckoo Penny
Super strange.
NAYA entered into a binding Term Sheet with Florida Biotechnologies Inc. to acquire all of the outstanding capital stock of Florida Biotechnologies for $20,000,000 in shares of NAYA post-merger with INVO, or 4,000,000 shares, each worth $5.00 (the "Florida Biotechnologies Transaction"). Florida Biotechnologies is eligible for an additional $5,000,000, or 1,000,000 shares each worth $5.00, upon achievement of certain milestones. The Florida Biotechnologies Transaction is contingent on the closing of the INVO Merger and sufficient financing to further develop the gene therapy programs from Florida Biotechnologies.
Super interesting……..No continuity of business enterprise or limitation on the amount of boot paid to the non-tendering shareholders is required when using double dummy merger strategy.
No delays. Screw you judge. That’s all these guys do is delay.
E. The Paramount Interest of Creditors.
28. Discover is the first position secured creditor of the Debtors' estate. Under the Settlement Agreement, its claim will be reduced to $4 million and satisfied in full and its lien on the Debtors' remaining assets will be released. Following the payment of Discover's $4 million claim, these assets will include the $2.1 million recovered from the Insurer on account of the estates' alleged claims against the directors and officers, a projected recovery of between $600,000 and $1 million from the Immune Pharmaceuticals Ltd. insolvency estate in Israel, and the estates' claims against the Debtors' former attorneys, Lowenstein Sandler LLP.
29. If the settlement is approved, all parties to the Settlement Agreement will release their claims against the Debtors' estates and each other, and as a result, all of the litigation involving such claims will cease. If the settlement is not approved, the Debtors' estates would be compelled to investigate and prosecute the estates' actions, which would take substantial time, effort and money. And at this point, the Debtors' estates have limited resources to pay for the continued litigation and with no certainty of any success. Meanwhile, the settlement provides a certainty of proceeds to be available for distribution to the creditors of the Debtors' estates, without undertaking the costs, expense, time-delay, and uncertainty of future litigation. Thus, this factor favors settlement.
Again, this explains the authorized shares part. “The acquirer does not have sufficient authorized but unissued stock to pay the merger consideration. State corporate law typically requires that a corporation’s certificate of incorporation contain the corporation’s number of authorized shares (for example, see Del. Code Ann. tit. 8, § 102(a)(4)). If the number of authorized shares needs to be increased to permit the acquirer to pay the merger consideration, the acquirer’s stockholders will need to approve an amendment to the acquirer’s certificate of incorporation to increase the number of authorized shares.”
This explains why warrants were tossed out in the last SPAC arrangement. “Practitioners must also be cautioned that the use of a “double dummy” transaction with respect to a special purpose acquisition company, or “SPAC,” does not provide tax-free treatment on the exchange of SPAC warrants.”
Now we just need one more dummy deal done with ESHA. Then we merge at the end.
A double dummy with dual exchange offer. https://www.bluej.com/blog/blog-double-dummy-structures-with-diagram-examples
The process for completing a one-step merger involving stock consideration if both merger parties’ stockholders must approve the transaction takes four to six months (see Public Merger Timeline (Stock Consideration) (W-005-2502), and often much longer (for example, if antitrust or other industry-specific regulatory review is required). Not only must the acquirer file a registration statement on Form S-4 with the Securities and Exchange Commission (SEC), but the merger parties must prepare a “joint proxy statement/prospectus” to send to each of their voting stockholders to approve the merger and other proposals. The SEC frequently reviews and comments on the joint proxy statement/prospectus, adding to the time it takes to complete a one- step merger. For additional information on the disclosure requirements applicable to one-step mergers, see Practice Note, Public Mergers Disclosure: Overview (0-382-1406).
The need to create a wholly owned subsidiary. Starting to grasp why the merger is being done. Interesting. Hula Hula Cuckoo Penny
I don’t believe what you believe Bruce for Cytovia to do anything in next two quarters. There will be no liquidity in the first half of this year. I mean zero a liquidity. I don’t even see it in second half because the ESHA merger will take minimum 5-6 months to terminate, delist and complete merger. Then in first quarter they will start Immune deal up and get ready for listing and finish the acquisition. This will all line up with the new drug scenario that will most likely come in 2025.
I quite frankly am more concerned with bankruptcy. That’s great stuff to follow. It seems that none of you traders, and I mean none of you guys, have any clue of what you are doing here. I’m glad I do what I do. You are all quite funny to me. Keep trading those charts and buying those 100 lots. 50/50. Kids play. Too funny. Hula Hula Cuckoo Penny
Another possibility here is that Naya and INVO merge privately and then Naya merges with ESHA and then ESHA eventually merges with Satellos through a cross merger deal. After all that’s said and done, Immune will list its shares and complete its deal which would separate everything once consummated. I think this is the most plausible arrangement. I think the whole goal here is to add shares. Naya has nothing at this moment. No proven assets and is worthless. Invo is in the same boat. This is a fake merger and is simply about building share cap. Hula Hula Cuckoo Penny
I think it all has to do with the authorized stock. I see that there are restrictions for smaller companies. Got it. Didn’t realize that. So this gives Naya the ability to collect more shares to issue out in the future. So maybe deal will complete but it will be done privately. No shares for anyone Mike. So fuck the 12 percent. Hula Hula Cuckoo Penny
One last thing for tonight. Anyone have any fucking clue why INVO was chosen. Seriously. Was it strictly to bring friends in. They got no shares. They have authorized shares but even then. Who fucking cares. Nothing is issued. Would it be so they can add the authorized to the cap. Super curious to know why they went with a bullshit fertility company. It makes zero sense other than crooks getting in on the ground floor. Satellos, I get it. ESHA, I get it. But this INVO deal I just don’t get it. I don’t see listing happening so why the hell would they want this pile of shit. Interesting stuff. Hula Hula Cuckoo Penny
One more thing people. Naya controller has quorum. They don’t need any shareholder vote. Don’t know what the fuck Mike is spewing. Geez. So many fools around. lol.
I actually look forward to see how Satellos gets in this SPAC / De-SPAC combination deal. I’ve never seen a cross border SPAC transaction. It will be very helpful in the future to learn this part of things. Hula Hula Cuckoo Penny
Still can’t believe how Bloom got in there. Here I thought John was trash. This Bloom fucker is as shady as they come. The whole group is. Hilarious. 2025 is where it’s at. Hula Hula Cuckoo Penny
So somehow ESHA is going to be involved with the Satellos deal. Maybe that’s the deal that goes first and then merges with either Naya or Cytovia.
I’m glad you are coming to the other side Bruce. I’m glad you realize your bullshit idea of Naya becoming listed is a bunch of crock. There will be no exit and no gimmes for Longs. Teper is the same as Shum and Gleeson. They could give a royal fuck about shareholders. I am one of the very few that sees them for the fuck heads they are. Mark my fucking words. I will win. Always do. Hula Hula Cuckoo Penny
Hey guys. You may want to read this. This will help you understand what could be and mostly likely what’s in play.
Current Opportunities and Trends
As of the end of March 2023, there are approximately 300 U.S.-listed SPACs searching for targets,2 and while this number is lower than in previous years there is still intense competition for high-quality companies with high-growth stories. As a result, U.S.-listed SPACs are looking abroad to foreign markets, including Canada. This is creating opportunities for Canadian companies interested in becoming listed on a U.S. stock exchange upon the closing of a de-SPAC.
The de-SPAC route offers young, fast-growing Canadian companies a faster path to becoming a U.S. public company than the traditional IPO route, with the benefit of greater market certainty, flexibility to structure deals in their favor, strategic partnerships with a quality sponsor and wider access to capital and liquidity.
Cross-Border Considerations
Structure
In a Canadian cross-border de-SPAC transaction, unless a Canadian target converts to a U.S. company (an expensive process with potentially significant adverse Canadian tax implications for the Canadian target), the preferred options are for the Canadian target to either become the U.S.-listed entity (in which case the Canadian target becomes the ultimate parent) or to enter into an arrangement with a U.S.-listed SPAC to swap its shares for U.S.-listed shares upon closing of a business combination (in which case the U.S.-listed SPAC becomes the ultimate parent).
Satellos is getting closer to a new listing on the TSX. What a slick way to do a cross border merger. This way Bloom can do everything from all sides without getting fucked in the ass. Keeping everything separate was brilliant.
https://ir.satellos.com/news/news-details/2024/Satellos-Receives-Conditional-Approval-to-Graduate-to-the-Toronto-Stock-Exchange/default.aspx
All those INVO shareholders got fucked huge here. HUGE. Wow. Hilarious. Love it. Can’t believe old management is going to get a percentage in Naya right after they fuck everyone. Classic. lol. Naya basically destroyed the company right from the beginning. I’m sorry but I find that shit so funny. OS for INVO is just over 2 million. It’s a total zero. Nothing going for it. The only thing that makes me think, is why the hell its taking so long to close this shit bag deal up. I can only assume it fits into a strategic timeline. This is far from random. Satellos shares are restricted and held in trust until April so they can’t exchange that shit until that’s all said and done. Maybe they somehow combine Satellos with this merger. That could do two birds with one stone. ESHA is simply an investment vehicle. Nothing more. They could use them to list as well. Cytovia could be that candidate. That would line up with market improving in 2nd half. Crazy thing is that I just don’t believe these fuckers are in any rush to do anything. Have a lovely week people. Hula Hula Cuckoo Penny
Pretty sure Satellos will just be another INVO and ESHA will just be another Isleworth. I don’t believe we will have any listing this year with any controlled company. No peace meal for Longs. We should seeing INVO closing up in first quarter. It will be terminated, dissolved end of story. Then Satellos will be up next in April. I could give a flying fuck about closing date April 30th. The deal won’t go till then. We should have some answers by mid to end of February. March we should see Satellos deal start which will be another termination. Then ESHA will come in to effect with another termination recap.
Trustee distribution will be another year. I believe we are over a year this far. The usual is 1-3 years. They also mentioned a new drug could be in play at the end. That timeline is anyone’s guess but I believe I placed it a 4-5 years out. So 2025 is more likely going to fit that timeline. Market is super soft, interest rates won’t be cut till second half as I said it would. No hammer coming down until they have a better idea of when window will open up. Most of the court shit is already negotiated and planned here. I hate that fertility clinic shit. They need to close that shop up.
Hula Hula Cuckoo Penny
Bruce, at the end of the day this deal will be terminated INVO absorbed. Lol. S-4 is filed for good reason. Who knows what that is. Hilarious. They sorta have no choice in the matter. I’m looking forward to ESHA. A much bigger deal. Hoping to see what the new valuation is for Cytovia / Naya. I would love to see one of the controlled C list but it’s anyone’s guess at this time. I wonder if Cytovia uses Satellos to go public……….Hilarious that you guys are pushing the INVO stock. The shares are so thin it’s ridiculous. Oh ya, big money there. Hilarious. Enough for a coffee. Hula Hula Cuckoo Penny
Thanks Mike. I like my name. I’m known as many different names but I like that one for this deal. Regarding bankruptcy, I’m very aware of Chapter 11 and its usage of liquidation under chapter 7. I’m glad we are in chapter 7. Did you hear me Mike?? Take out that hearing aid or take off those headphones. I am glad we are in chapter 7. I’m also glad we set up a new Immune Pharmaceuticals outside of bankruptcy. I’m glad John was part of the bankruptcy. He made a great custodian. I believe his role was pivotal to getting the job done right. Loved his sense of humour. I can’t wait to see how the rest unfolds with trustee distributions. This whole deal is amazing. Keep repeating yourself and saying what you feel is important for us to hear. We need the insignificant to speak up and voice their thoughts no matter how foolish they are. This is what makes the world go around. Be strong and stay safe. Thanks again for the compliment. I love my name and I certainly love myself. I am the best at what I do. I don’t know much Mike but I certainly know more than you. Thanks for the laughs. Hula Hula Cuckoo Penny
I wonder if this company can stay afloat. Can it manage to remain alive long enough to perform the onerous tasks set out by SEC Review. So many burdensome questions. Keeping its share price consistent is hard enough. Wow. So many unknowns. This is a difficult challenge. S-4 review will be gruelling and may not turn out how people expect. Stay optimistic people but remain cautious. We’re dealing with some very deviant people. Hula Hula Cuckoo Penny
Well I guess we know where this is going. Lol
Public or reporting companies must submit Form S-4 to the Securities and Exchange Commission (SEC) in the case of mergers, acquisitions, or stock exchange offers. Mergers happen when companies want to expend, unite efforts, move into some new segments, or gain higher revenues and profits to maximize stakeholder value. Once a merger is completed, the new shares are distributed to current shareholders of both merging companies. An exchange offer usually happens in bankruptcy cases, when a firm or financial entity exchanges securities for similar ones at less rigid terms.
Wrong Mike. Always wrong. You and trader59 have that in common. Both very foolish people. You guys don’t understand what happens to a company through the life of a combination / merger / acquisition. You clearly don’t understand that dissolving and liquidating is all part of the process. The bankruptcy in New Jersey was a great starting point to getting all this done. You are absolutely wrong on the connection between Parent / RemainCo and its controlled corporations. You have zero clue how our ownership exists. You both are simply one or two foolish people that deserve to lose it all. I hope I got a ton of your shares. You’re the type of folk that I love to decimate in the markets. Hilarious. Remember this, I continue to reap in all that I do and I am going to make a shit load of money through this investment. Please keep your mindset just the way it is Mike. We need you people to remain right where you are. I make so much off you GameStop guys. It gives me great pleasure sharing this with you. I needed this laugh. Thanks for making my day a little brighter. Be well Mike / Trader59. Hula Hula Cuckoo Penny
Very good to know. Let the dancing begin. Cha Cha Cha Hula Hula Cuckoo Penny
The SEC requires an S-4 filing from any publicly traded company undergoing a merger or an acquisition. This form must also be filed in bankruptcy situations when there is an exchange offer on the table, and during hostile takeovers. The form must be filed regardless of the underlying purpose of the merger.
Keep living Trader59. Peace be with you. Someday everything will work out for you. So much more to come. Hula Hula Cuckoo Penny