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All sales have been done outside of bankruptcy. Messed up first sentence. Be well. Don’t trust anyone. I sure won’t. Hula Hula Cuckoo Penny
Everything and I mean all says have been 363b sales that are done outside of bankruptcy. Cytovia TX is independent and outside of BK. Same goes for Naya Bioscience. Same goes for new Immune Pharmaceuticals company. All three are outside of BK. Don’t get locked down on New Jersey bankruptcy. You are not educated enough to understand what’s happening here. Lastly, I’m not here to help you. I’m the guy that takes your shares and adds them to my pile. I’m your worst enemy when it comes to investing. Don’t ever think I’m here to help you. My motives are self serving and I have zero desire to help you or anyone on these boards. You can choose to listen to me or not. Second amendment is amazing. Misdirection is what I do. I don’t know much. I’m just a simple investor that likes to win at all costs. My advice. Don’t trust me. Be well. Hula Hula Cuckoo Penny
Keep making me money Trader59. Great work. Hula Hula Cuckoo Penny
Sadly You just don’t understand how things work Trader59. Sadly you just want to spread disinformation that isn’t factual or correct in any way shape or form. I believe in the first and second amendment so you go for it bud. Because of people like you I get more wealthier by the minute. Keep up the good work. Disseminate disseminate disseminate. Remember this big guy. In no shape or form can Immune, or any company for what it’s worth, use Alexion’s name in any PR, let alone say they acquired assets without their strict guided permission. You are a young little kid or an old as fuck grandpa that doesn’t know Jack shit about business law. Try using a business’s name without their permission. You will get sued up the ying yang. That’s a fact. The second fact is that anything that is furnished with the SEC must be taken very seriously and handled with due care and attention. If a company’s reported information is purported to be true but found to be false, that is when again the authority that be provide swift judgement and the company and its management is found up shit creek without a paddle. Any ways. Hopefully I schooled you a bit today. It’s a glorious day. Man I just stirred up some memories. I remember when we got sued for using another company’s name. These guys were friendlies. It cost us millions. Won’t make that mistake again. Always make sure your enforcers want their name publicized. Crazy stuff. Any ways. Go back to playing with your toys now. Hula Hula Cuckoo Penny
Vancouver, British Columbia--(Newsfile Corp. - November 25, 2019) - iCo Therapeutics Inc. (TSXV: ICO) (OTCQB: ICOTF) ("iCo" or "the Company") announced today that the purchase of the assets of Immune Pharmaceuticals ("Immune"), including the sublicense of iCo-008, by Alexion Pharmaceuticals, Inc. ("Alexion") has received all requisite court approvals and the closing of the purchase transaction is expected prior to the end of Q1 2020. Alexion has assumed Immune's rights and obligations under the iCo/Immune sublicense agreement in consideration of a USD $6 million (CDN $8 million) payment in accordance with the bankruptcy proceedings of Immune.
I’m glad you are doing well Mike. I’m killing it. Loving this market. Keep up the good work. Same for you Trader59. Keep up the good work. We need all your thoughts and inspiring words. Be well and stay you. Hula Hula Cuckoo Penny
Why do you keep referring to Immune Pharmaceuticals that’s in bankruptcy. No one cares. I only own the shares in Immune Pharmaceuticals that was in Nevada. Your alias or partner Trader59 doesn’t understand that all Immune’s assets have been acquired by Alexion. Maybe you can help and explain that to him. It’s all part of the collaboration. I get Astra, Cytovia and Naya. Good times. Hula Hula Cuckoo Penny
A spin off butterfly. Cool.
The purpose of a spinoff butterfly is to move some property of a distributing corporation to one or more newly incorporated transferee corporations having the same shareholders in the same proportions as the distributing corporation.
Hula Hula Cuckoo Penny
I wonder if I have this right people. I believe we have multiple C corps. You have Cytovia Tx as one and Naya as two. I wonder how this works with this whole exchange deal. The exchange deal is between Naya and INVO. Still trying to wrap my small brain around this. I still believe Immune was being liquidated and squashed. But I keep remembering that Immune was reseated and then later acquired by Alexion. . Cytovia Tx is separate and Naya is separate. This could get pretty crazy for me. Like pretty crazy good. lol. Hula Hula Cuckoo Penny
Interesting……
Split-Offs
In a split-off, the parent company offers its shareholders the opportunity to exchange their ParentCo shares for new shares of a subsidiary (SplitCo). This tender offer often includes a premium to encourage existing ParentCo shareholders to accept the offer. For example, ParentCo might offer its shareholders $11.00 worth of SplitCo stock in exchange for $10.00 of ParentCo stock (a 10% premium).
If the tender offer is oversubscribed, meaning that more ParentCo shares are tendered than SplitCo shares are offered, the exchange is conducted on a pro-rata basis. If the tender offer is undersubscribed, meaning that too few ParentCo shareholders accept the tender offer, ParentCo will usually distribute the remaining unsubscribed SplitCo shares pro-rata via a spin-off.
A split-off is viewed as a sale for accounting purposes with a recognized gain or loss equal to the difference between the market price of the new SplitCo stock issued and ParentCo’s inside basis in SplitCo’s assets. Because the split-off is tax-free, provided that it meets the requirements set forth by Section 355, there is no corresponding gain or loss recognized for tax purposes.
The split-off is a tax-efficient way for ParentCo to redeem its shares. However, since split-offs require shareholders to tender their ParentCo shares to receive new shares of the subsidiary, they suffer from lower certainty of execution and are mechanically more complex relative to spin-offs. Another notable disadvantage of split-offs is the potential for shareholder lawsuits if the exchange ratio (premium) offered by ParentCo is deemed unfair by activist shareholders. On the other hand, shareholder churn may be lower for a split-off than for a spin-off because the subscription feature of a split-off better aligns shareholders’ preferences with their equity holdings than does a pro rata spin-off.
An equity carve-out is typically executed ahead of a split-off to establish a public market valuation for SubCo’s stock. Although the split-off can be conducted without a preceding carve-out, execution is more challenging given the difficulty in measuring the appropriate premium without an established market value for SubCo. The preceding carve-out therefore all but eliminates the possibility of shareholder lawsuits related to the premium.
I’m just curious since Cytovia is alter ego of Immune and Naya is just an alter ego of Cytovia. What do I know. Not much still learning. Hula Hula Cuckoo Penny
I find that tidbit very interesting. I see the reasoning for clean break. Maybe it’s simply an exchange but what if there’s a bigger strategy at play. Maybe split off was not by choice but either way it must be done pending on who’s making the decision.lol. I could be just digging holes here, which I like to do. Wherever there are bubbles rising to the surface is where I like to dig. Sometimes I find clams filled with knowledge, sometimes I’m pumping sand.
I wonder if that if the Immunes’s 2014 registration rights agreement and 2017 IPO are applicable in this situation??? Interesting stuff. Hula Hula Cuckoo Penny
1.3.3 Split-off
A split-off is a transaction in which the parent entity gives its stockholders the opportunity to exchange some (or all) of their parent entity stock for an interest in one of its subsidiaries (i.e., the carve-out business). This type of transaction is described in ASC 845-10-20.
The principal difference between a spinoff and a split-off is that after completion of a split-off, the subsidiary's stock is held by the parent’s stockholders on a non-pro rata basis. Some stockholders may hold only parent stock; others may hold only subsidiary stock; and others may hold both.
Some companies may choose a split-off over a spinoff because a split-off gives stockholders an option to participate. This flexibility may be important when stockholders holding a significant interest express a preference for one stock over the other.
Exchange offers typically require the filing of a Form S-4. Like a one-step spinoff, the split-off transaction is not a capital-raising transaction. Similar to a two-step spinoff, a split-off can also be preceded by an initial public offering of securities of the carve-out business to the public (typically no greater than 20%).
Let’s hope no one exchanges. Crossing those fingers. Lol. Hula Hula Cuckoo Penny
If the tender offer is oversubscribed, meaning that more ParentCo shares are tendered than SplitCo shares are offered, the exchange is conducted on a pro-rata basis. If the tender offer is undersubscribed, meaning that too few ParentCo shareholders accept the tender offer, ParentCo will usually distribute the remaining unsubscribed SplitCo shares pro-rata via a spin-off.
Don’t get me wrong. I’m still not exchanging shares. Lol. Im just saying that I may support Tepster in the next deal. That’s all I’m saying. Despite my feelings towards him and his bad actor club, in the end he’s a good horse. Hula Hula Cuckoo Penny
The next vicious cycle will start all over again in March / April with first S-3 and many amendments to follow for years. S-8 will also start up in the beginning of that time frame if they emulate the past. Don’t you love how history repeats itself. Just like Immune did back in 2006, Naya will do the exact same thing for the next few years. I’m seeing the path forward. What a learning curve people. Teper is doing a nice clean break for his next scam to start up. Can’t wait to be involved Teper Tep. You get to hear me rant for another 10 years. Be well. Hula Hula Cuckoo Penny
Favourite Part…….Hula Hula Cuckoo Penny
For a split-off transaction to qualify under Sec. 355 (and require no recognition of gain or loss by a shareholder), it must meet four requirements:
a. The first requirement under Sec. 355(a)(1)(B) is that the transaction is not used principally as a device for the distribution of the earnings and profits of the distributing corporation or the controlled corporation or both. Factors listed in Regs. Sec. 1.355-2(d) as possible evidence of a device include (i) a pro rata distribution of the stock to the shareholders of the distributing corporation, (ii) a distribution followed by a sale or exchange of the stock of either corporation, or (iii) the existence of cash or liquid assets of the distributing corporation not used in a qualifying business.
The transaction is not principally a device to bail out the corporation's earnings and profits. The stock of the new corporation will be distributed to [owner 2], and so will not be distributed pro rata to the two shareholders. Furthermore, the shareholders do not intend to sell their stock within the foreseeable future, and all the cash or liquid assets from the distributing corporation will be used in the new corporation.
b. The second requirement under Sec. 355(a)(1)(C) is that the requirements relating to active businesses are satisfied. Sec. 355(b)(2) states that both corporations must be engaged in the active conduct of business, with the trade or business having been conducted throughout the five-year period ending on the date of distribution.
Following the reorganization, both corporations will be engaged in the active conduct of a business. Furthermore, both businesses have been operating for more than five years. We have attached "pro forma" tax-related schedules to support this required criteria.
c. The third requirement under Sec. 355(a)(1)(D) is that either all of the stock and securities of the transferee corporation is distributed or at least 80% is distributed in a plan not having a principal tax avoidance purpose.
All of the stock is being distributed. The reorganization is intended to resolve business-related conflicts between the two shareholders, [owner 1] and [owner 2]. The reorganization does not have a principal tax avoidance purpose.
d. The fourth requirement under Sec. 355(g) is that neither the distributing corporation nor the controlled corporation is, immediately after the transaction, a disqualified investment corporation nor does any person hold immediately after the transaction a 50% or greater interest in any disqualified investment corporation, but only if that person did not hold such an interest in such corporation immediately before the transaction.
Neither corporation is a disqualified investment corporation under Sec. 355(g). Thus, neither [owner 1] nor [owner 2] has a 50% or greater interest in a disqualified investment corporation prior to the transaction and immediately after the transaction.
Hey people. Wonder if the exchange will be over subscribed or under subscribed. You have to ask yourself, why would anyone take an exchange for a micro deal. Yes, there’s a tax perk but why would you take very little money now instead of much bigger money in the future. I’m thinking that if this deal goes through, I suspect it will be super under subscribed which would lead to a nice outcome for us long investors. A nice dividend would be nice. Anyone have any thoughts on that? Lol. What a joke this is. Can’t wait till we get onwards to the next merger. Satellos or ESHA is good with me. Sucks we have to wait for this nonsense. 30 days until effectiveness. I’m hoping this bankruptcy starts sooner than later. Hula Hula Cuckoo Penny
In a positive note. At least we know the value of the sub target thanks to third party valuation when it was so eloquently carved out. At the same time it’s also nice that we know that Alexion has acquired Immune for huge money. I have it all on tape. So much is known already. So life is good. Under-scribe, over-scribe, redeem, don’t redeem. Who cares. All is being done for us. Window will be long and arduous for some. I seriously doubt this plays out. Maybe only one shareholder or only a few shareholders get a piece of something in exchange. Maybe no one gets a piece of pie. Who knows. Not me. So many types of deals being done. 30 days before S-4 becomes effective. G box wasn’t checked. But why would it be right. Lol. Soon we need to file S-3. Then again maybe we don’t. But let’s say it did. Wow. That would take us easily into the summer. We need ESHA to come into play this June. Lots in play. Hula Hula Cuckoo Penny
And Bruce. Spin is still happening. The split off was with Naya. Sorry for confusion. Still lots to come. Lots of decisions to make for Longs. Lucky for us we have Teper to make them for us. lol. Can’t do much until fat lady sings. I doubt anyone is going to to make an exchange if you catch my drift. Lol. Hilarious. Hula Hula Cuckoo Penny
Bruce, in the end, I still think there’s much more to the eye with this deal. It’s far from over here, especially with the share situation if you know what I mean. lol. I believe there may be an exit here for a few long souls, but if things go as I planned it, then I still believe this deal will turn out to be a very beneficial one in the end. Lol. Dividends can happen if you believe hard enough. I will make sure to keep closing my eyes, making my wish and clicking my heels three times each day. Somethings gotta happen with all that effort. I still like my Recap, liquidation idea. lol. Hula Hula cuckoo Penny
Bruce, in the end, I still think there’s much more to the eye with this deal. It’s far from over here, especially with the share situation if you know what I mean. lol. I believe there may be an exit here for a few long souls, but if things go as I planned it, then I still believe this deal will turn out to be a very beneficial one in the end. Lol. Dividends can happen if you believe hard enough. I will make sure to keep closing my eyes, making my wish and clicking my heels three times each day. Somethings gotta happen with all that effort. I still like my Recap, liquidation idea. lol. Hula Hula cuckoo Penny
Yup Bruce. 9 years of waiting to get bupkis. A split off is not what I signed up for. I guess the dice just didn’t role in my favour. Even if we wait till the end it’s still a bad play on my part. Such is life. A real disappointment in my eyes. I wonder how many will subscribe and take the exchange. Crazy stuff. Be well all. Have a great weekend! Hula Hula Cuckoo Penny
Keep your eye on the ball people. If you have a choice in this deal Longs, please don’t be exchanging your shares. It’s the oldest trick in the book. I believe my hands are tied and I am locked in so I can’t do a single thing here. At the end of the day I prefer to wait for the big show. Super nice that they’ve given people an out. Just remember that it always pays to wait. Naya exchange deal will be so hard to resist for so many Longs. Y’all have plenty of time to exchange shares “IF” this deal consummates. That’s a big “IF” people. My advice is to watch, monitor and be very slow to react. Be well folk. Hula Hula Cuckoo Penny
They filed S-4 people. Hula Hula Cuckoo Penny
They filed S-4. Cheers bud. Stay positive Corvette. Be well. Rising tide. .
Hey people. After the 5 years to complete phase 3 trial, you then have file it and wait for review. Yikes. Hula Hula Cuckoo Penny
“Following successful completion of a Phase 3 trial, a New Drug Application (NDA) can be submitted to the FDA to request review for approval. The FDA will then take 6-10 months to review all of the data submitted and either accept or deny the NDA.” So like I said. Nothing will happen in 2024.Sucks big time.
RLK. Yes it was a while ago we recieved the designation. A great distant memory. Still a few years to go. Have a great week. Hula Hula Cuckoo Penny
Let’s hope that’s not the case Bruce. It takes 4-5years to get through a phase 3 trial. ……IMMUNE PHARMACEUTICALS INC - POSITIVE DATA SUPPORT COMPANY'S PLANS TO COMMENCE PIVOTAL REGISTRATION STUDY IN 2019……. We could be in the line for a while if that’s the case. 2024 will be recaps and more recaps. Hula Hula Cuckoo Penny
Bruce, yes a FDA approval for drug would be great. But that is anyone’s guess when that happens. That could be years away Bruce. No one knows where they are at with trials if they have chosen to go public etc. I still don’t believe a purchase relies fully on that outcome to complete the deal. But maybe it does. Who knows what the agreement terms are. If that is the case then nothing we have done, or what I’ve done means anything here. I’ve seen so many billion dollar deals get done with just positive pre-clinical studies. I know what you’re referring to. You’re referring to PR that came out on Immune Pharmaceuticals acquisition and possible new drug at the end. I put no weight in that comment but anything is possible. If that’s the case, then we are in for a wait. Hula Hula Cuckoo Penny
What’s ODD? All you guys post using sign language. I’m old people. Old. Speak clearly. Yes Bruce, companies can do things privately. For sure. Ceplene is a great example with Pint and Noventia doing all the work. And now Delbert laboratories some as well. I’m just saying that I doubt FDA approval is needed at this juncture since FDA already approved and fast tracked it for BP designation. Hula Hula Cuckoo
Bruce, you should know better, we don’t need FDA approval for jack shit. I’ve seen multi billion dollar deals done for far less. Some drugs still in clinical phase 1 get bought for billions. I would say your thought process is pretty flawed. Pretty pretty flawed. lol. Hula Hula Cuckoo Penny
I would suspect Gollum that Ceplene has a more of getting FDA approval before Bertiliumumab as it already has completed its trials and already has received approval in Europe. Don’t know about Latin America yet. I’m thinking yes if Pint / Noventia did everything it was needed to do. Only Massimo can answer that as they haven’t reported jack. Hula Hula Cuckoo Penny
I would suspect Gollum that Ceplene has a more of getting FDA approval before Bertiliumumab as it already has completed its trials and already has received approval in Europe. Don’t know about Latin America yet. I’m thinking yes if Pint / Noventia did everything it was needed to do. Only Massimo can answer that as they haven’t reported jack. Hula Hula Cuckoo Penny
Exactly Gollum. I think you got mixed up Bruce. No trials happening at the moment and Bert already got fast tracked and approved by FDA for Bellous. Clinical 2a is behind us and now it’s just 3 to go. There is still quite a road ahead of us. We definitely need INDS happening. Who knows what the hell is happening there or if anything is filed. lol. That process alone has been a joke. Simply waiting for 5 year mark for active business for target sub. By the way guys, Naya to me is worthless piece of shit. The assets transferred are meaningless , unproven and fertility clinic is simply a hoax in my eyes. That shit is a joke and is simply the means to an end and a vehicle to get financing and restructuring tasks done. I believe this is a recap and we’ll be going through the rest of the year doing recaps until window cracks open and til Astra wants to close its planned acquisition. If Naya was to go through with this micro merger, wow, then that would be a huge joke and I don’t see that lasting long term. Certainly telling though. I’m curious to know who is getting sponsored by ESHA. They would be fucking idiots to throw money at Naya without any proof of concept for anything and a useless clinic platform. Fertility clinic is a woke scam and bullshit. No common sense there. I certainly don’t support that stuff. That investment would be telling for me. I don’t see that good money going into fertility clinics. Drugs yes. Clinics no. I still believe that the 100 plus million will be put into Cytovia Tx and that’s why I don’t see Naya as anything but a ploy to recap and pull in fucking crooked assholes. Oh I can see it coming. I actually hope I’m right. Spidey senses tell me not to trust these guys as far as I can throw them. Their eyes are spewing brown. A long road ahead. lol. Hilarious Hula Hula Cuckoo Penny
There’s a one month time limit between doing the external Spinco share distribution and purchasing the target shares. Hula Hula Cuckoo Penny
Oops. Imnp was short on this call.
Significant Opportunity for Bertilimumab in IBD
The treatment of IBD represents an enormous opportunity for Immune. While difficult to pin down exact numbers, we estimate that in the U.S. approximately 750,000 people suffer from UC and another 675,000 suffer from CD (Molodecky et al., 2012). Since CD is often more severe than UC, we estimate that approximately 25% of CD patients and 7% of UC patients are currently on biologic therapy, which represents a majority of the patients with moderate to severe disease. Of those patients, we estimate that 33% will have high eotaxin-1 levels, thus making them eligible for treatment with bertilimumab. This represents a target population in the U.S. of approximately 17,000 and 56,000 patients for UC and CD, respectively.
We model for Phase 3 trials of bertilimumab in UC and CD to conclude in 2020 with regulatory filings occurring shortly thereafter and approval for bertilimumab in 2021. We assume that Immune will partner bertilimumab for the Phase 3 program, and currently model for a 15% royalty on worldwide sales. Based upon peak market share in the U.S. of 45% of eotaxin-1 high patients, we model for peak sales of bertilimumab in the U.S. for IBD of $1.5 billion, with an additional $1.0 billion in peak revenues from sales overseas. After applying a 20% discount rate and 35% probability of success, this leaves the net present value of bertilimumab in IBD of $157 million, or approximately $3.50 per share based on a fully diluted share count of approximately 46 million shares. Given that Immune’s stock is trading for less than $1.50 means that the opportunity in IBD alone is being significantly undervalued, and that doesn’t even take into account 1) the potential for bertilimumab in additional indications (NASH, atopic dermatitis, asthma); 2) the potential for NanomAbs; and 3) the potential for nano-formulated Cyclosporine A.
I would also like to see what happens with the moderate ulcer colitis trial. That will also be a game changer. Already have approval for Bellous Pemphigoid.
Yes the faster they purchase Cytovia, the quicker they can get Bert and start up trials again. Everything stalled while we sit in BK.
INVO deal could be the catalyst for everything. Then Naya once it’s spun off does a deal with ESHA to help fund its assets.
At the end of the day Astra is in control. Do they pull the trigger and acquire Cytovia Tx and exchanges shares with Cytovia shareholders. Anything is possible.
Still think we are in for a long haul with Astra. But maybe I’m wrong and maybe I’m just getting taxed sooner. I’m so glad I bought as much as I did if this transaction doesn’t favour me. At least I will have very healthy tax free income coming from TFSA following this initial brutal taxation. I think I have it in me to do a few more deals to recoup my lost proceeds. Hula Hula Cuckoo Penny
I’m just trying to figure out Bruce if I will be taxed for both transactions especially if they happen in the same day. Obviously you won’t be paying tax which is nice for you but for me it’s much different and I’m still working the angles here since I have zero experience with this planned acquisition stuff. I know I’m taxed with spinco shares but I’m wondering if I pay income tax on target share acquisition that follows. I’m going into this with 70% tax on everything. That’s my mindset for now. I was hoping for just one share distribution and then subsequent transaction to follow and later be acquired by purchaser. Nope. It’s two separate transactions in one day, It is what it is. Sucks HUGE. But whatever. Must remain positive. Hula Hula Cuckoo Penny