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Just read the last paragraph here. It sounds very familiar. Vector is doing it right now. I’m sure you are familiar with current licensing deal. Remember, vector is licensing all for one percent. All they are doing is transferring intellectual property without selling it. Teper will be paid royalties and not be taxed a penny.
One consideration when moving your company offshore is the value of any intellectual property it owns. Generally speaking, you can’t simply give one company’s property to another company. If you could, you might as well give it to me as far as the taxman is concerned. That means that if your domestic company owns IP, you need it properly valued and then transferred to your new company.
In some countries, such as the United States, there may be certain tax-free reorganization laws that allow you to move your assets from one company to another without tax consequences, but this must be done properly.
The second way to migrate your assets is to establish a separate licensing company that holds the intellectual property. In this case, you may donate or sell existing knowledge assets to a company in a zero- or low-tax jurisdiction that plays nicely with royalty payments.
The offshore company holding the assets then licenses some or all of the rights for the use of the IP directly to an end user in exchange for royalties, or to an intermediary or agency in a country that offers tax treaty benefits and exemption from tax withholding for passive income such as royalties.
Ski. This will help you out understand why they dealing with the offshore bankers in Caymans and St. Thomas. It will also explain Luxembourg and Switzerland and Alexion Pharmaceuticals being in Ireland etc. It’s all gotta do with transferring assets and placing all the intellectual property, patents, trademarks into Caymans to keep taxes at bay. This link provides a great article. Very easy reading and very interesting info on how it’s all done.
https://nomadcapitalist.com/2017/09/15/low-tax-countries-intellectual-property-ultimate-guide/
The question I have is how they plan on doing it and how will it hurt us. I mean we are already hurt. Will we be decimated. Who knows.
The truth hurts for sure. Imnp knew what they were doing here with Discover Growth and and Hudson Bay Master Fund. It was a well coordinated effort. Imnp stacked the loans and then Discover put them into bankruptcy. Ski. You’ll notice that the May funding that was the well written debenture, that little baby was updated and they received a new debenture just after. I actually thought at the time it was Teper or even a buy out that was eventually going to be back loaded. Nope. It was Hudson Bay Master Fund working with Elliot. Then Tony did the deal with Discover Growth Fund. What have a lot away was the Power Up Lending promissory note. That guy Kurt is a huge crook and he actually has charges and a criminal record. He’s not allowed to to touch D offerings. But it was that May funding that took the cake for me. Ski, I’m not trying to screw this for anyone. I’m simply putting facts out there. I’m so pissed off at this deal. We all kee thinking the Judge will see all this and react. I just don’t don’t see how that’s the case. The only way I can get these guys is after the deal is done. It boggles my mind to even try to figure out how or why they would drop the price of Bert to satisfy outside bidders. It makes me think that if they are willing to do all this other criminal activity, which it is, then they must be getting kick backs or royalties in Caymens or St. Thomas. There’s something they can do with splitting up the intellectual property and leaving it in Caymens. They can then pay themselves royalties tax free. This is what I think is occuring.
So Ski. Have you ever heard of an avoidable transfer. It can also be known as a preferential transfer. A transfer made by an insolvent debtor to a creditor in payment of a preexisting debt within 90 days before the date when the bankruptcy petition is filed (or if the creditor is an insider, within one year of the filing) that allows the benefiting creditor to receive more than it would have otherwise received in a Chapter 7 liquidation. The debtor is presumed insolvent on and during the 90 days immediately preceding the date of the filing of the petition.
THE KICKER IS THIS BELOW!!
Such transfers may be recovered by the debtor-in-possession or the Chapter 11 trustee for the benefit of all creditors, helping to ensure an equality of distribution among creditors of the same class.
So read Discovers answer. They said Hell no to IMNP about giving back their 9 million shares. That’s ours. We stole that fair and square. So your right a deal will be made. Creditors will get the remaining shares that are in the fund. You do the math. Millions of shares go into unsecured creditors hands. Not our hands, there hands. At this moment, we are screwed. Nice thing is. All of this is easy to prove once this all goes down. I hope in their case they sell everything. Otherwise they will be looking down a very long legal barrel if they decide to stay alive. I’m sure I’m not the only one that will sue.
Ski. The transfer / offering wasn’t 9 million shares. It was the whole amount. 123,333,333 was offered and transferred in fund. Actually, I think it was either oversold a bit or it was just regurgitated by traders hence why we stand at 182 million. Discover just owns 9 million in the fund. Nothing was converted. I love this whole conversion idea. They purchased, converted as you say, ( I like to say were given payment from crooked management at IMNP ) 9 million shares of that unregistered offering that went effected earlier this year. You remember, when all the shares were liquidated. Remember we had two liquidations.
Ski. The transfer / offering wasn’t 9 million shares. It was the whole amount. 123,333,333 was offered and transferred in fund. Actually, I think it was either oversold a bit or it was just regurgitated by traders hence why we stand at 182 million. Discover just owns 9 million in the fund. Nothing was converted. I love this whole conversion idea. They purchased, converted as you say, ( I like to say were given payment from crooked management at IMNP ) 9 million shares of that unregistered offering that went effected earlier this year. You remember, when all the shares were liquidated. Remember we had two liquidations.
So Ski hope this other case educates you on what “stacking” is all about. Do you understand the term stacking. Go look it up. It’s quite neat. It’s when a company stacks the debt against itself in order to force a claim. Cool stuff right. Totally culpable but totally possible and doable and done all the time. I look forward to my day in court. Of course it will be settled so fast. These guys are willing to screw thousands of people over to get their own. This is what they do. How they live to breathe another day is amazing to me. Crazy.
Hudson Bay Master Fund Ltd. v. Immune Pharmaceuticals, Inc. Dashboard
New York Southern District Court
Judge: Lorna G Schofield
Case #: 1:18-cv-11688
Nature of Suit 140 Contract - Negotiable Instrument
Cause 15:294 Breach of Contract
Case Filed: Dec 13, 2018
Docket
Parties (2)
Hudson Master fund were the other guys that helped IMNP go into Chapter 11. So do some research. Cheers
Hey Ski. Here’s another trial you can follow. No one wants to talk about Hudson Master Fund. The Cayman friends of Discover.
Hudson Bay Master Fund Ltd. (“Hudson Bay” or “Plaintiff”), by its attorneys, Olshan Frome Wolosky LLP, for its Complaint against Immune Pharmaceuticals, Inc. (“Immune” or “Defendant”), states as follows:
The Parties
1. Plaintiff Hudson Bay is incorporated in the Cayman Islands as an exempted company under the Cayman Islands Companies Law, with its registered office in the Cayman Islands. Hudson Bay is a private investment fund that invests in securities and related instruments.
2. Defendant Immune is a Delaware corporation with its principal place of business at 1 Bridge Plaza N., Suite 270, Fort Lee, New Jersey 07024. The Company’s shares are publicly traded under the ticker symbol “IMNP.” Immune is a biopharmaceutical company developing novel therapeutic agents for the treatment of immunologic and inflammatory diseases.
Jurisdiction and Venue
3. This Court has subject matter jurisdiction over Plaintiff’s claims in this action pursuant to 28 U.S.C. § 1332(a)(2) because Plaintiff is a citizen of a foreign state, and Defendant is a citizen of New Jersey and Delaware, and the amount in controversy exceeds $75,000, exclusive of interest and costs.
4837146-2
Case 1:18-cv-11688-LGS Document 1 Filed 12/13/18 Page 2 of 4
4. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because the parties have designated this District as the stipulated venue for adjudication of their disputes.
5. Defendant has consented to personal jurisdiction pursuant to the written instruments at issue herein. Specifically, Section 9(d) of the Convertible Note (as defined below) provides that
Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding.
Factual Background
6. On or about October 4, 2018, Defendant Immune issued to Plaintiff an Original Issue Discount Convertible Debenture (“the Convertible Note”) in the principal amount of $437,500, a copy of which is annexed as Exhibit A. The Convertible Note was issued to cure defaults under prior instruments. Under Section 2 of the Convertible Note, the principal amount became due and payable on the earlier of November 18, 2018 or the closing of financings with gross proceeds to Immune equal to $3,000,000 in the aggregate. Defendant did not raise the necessary proceeds and as a result the Convertible Note matured November 18, 2018. Defendant did not pay any principal on that date. Defendant has filed a Form 8-K with the Securities and Exchange Commission acknowledging the maturity of the Convertible Note and its default
4837146-2
2
Case 1:18-cv-11688-LGS Document 1 Filed 12/13/18 Page 3 of 4
thereunder. As a result of Defendant’s default, plaintiff is entitled to recover the “Mandatory Default Amount” set forth in Section 8(b) of the Convertible Note, plus interest at the rate of 1.5% per month on the foregoing, also as required by Section 8(b), as well as its attorneys fees, less certain payments made after default totaling $10,000. The amount due as of December 13, 2018 is in excess of $600,000, and it will continue to increase as interest accumulates.
AS AND FOR A FIRST CAUSE OF ACTION (Breach of Contract)
7. Plaintiff repeats the allegations in paragraphs 1 to 6 above.
8. The Convertible Note is a valid and binding contract, enforceable according to its
terms.
9. Plaintiff has performed all of its obligations under the Convertible Note.
10. As a direct and proximate result of defendant’s breach of the Convertible Note
plaintiff is entitled to recover all sums due under the Convertible Note, an amount estimated to exceed $600,000, plus attorneys fees.
WHEREFORE, Plaintiff prays that the Court award the following relief:
A. For an order awarding Plaintiff compensatory damages in an amount to be
determined at trial, but estimated to exceed $600,00, plus , interests, costs and attorneys fees; B. Such other and further relief as the Court deems just and proper
As I said this will come to a partnership / merger that will bring serious dilution. I also believe we won’t lose any interest in Ceplene. It won’t be sold period. Creditors got a ton of free shares here.
You can’t pay interest on money that hasn’t been given. Do you not even understand that? I guess you don’t. We are in mediation mode over something that shouldn’t even exist. They know that they will be sued. Just like how Cytovia deal brought on lots of suits. You would have to be an idiot if you didn’t sue. All parties here are criminals. At first I thought they would do a sale of everything but I’m sure this isn’t the case. Just you wait for the suits to come. They will come. Class action suits will be building.
So I think you are in your own world on a lot of that delusional thinking. But you probably expected that answer. Firstly there will be no deal. No money coming out. The deal was done when shares were transferred. This is a bought deal. The only reason we’re here is to do an avoidable transfer. Discover purchased 9 million shares in this company. You would have to be a numbskull not to notice that they had 2.5 million in first prospectus and then 9 million at the end. I think you sure have absolutely zero clue of what you are talking about. Zero!!
As you can see below Ski. The doc for the latest nonsense is 4. So I hope this helps you come out to the same conclusion I have. Which is. We’re screwed. So simple.
Friday, August 02, 2019
4 42 pgs answer Answer to Complaint Fri 4:00 PM
Answer to Complaint filed by Dale E. Barney on behalf of Discover Growth Fund, LLC. (Barney, Dale)
Do you see how adversary case is listed below. Do you know how to go into related cases. That’s the trick. Just click on Adversary and you will pull up to some great information. Cheers
Joint Admin 2:19-bk-13710 - Immune Pharmaceuticals, Ltd. 02/22/2019
Joint Admin 2:19-bk-13896 - Cytovia, Inc. 02/26/2019
Joint Admin 2:19-bk-13898 - Immune Oncology Pharmaceuticals, Inc. 02/26/2019
Joint Admin 2:19-bk-13899 - Maxim Pharmaceuticals, Inc. 02/26/2019
Joint Admin 2:19-bk-13902 - Immune Pharmaceuticals USA Corporation 02/26/2019
Adversary 2:19-ap-02033 - Immune Pharmaceuticals Inc. et al v. Discover Growth Fund, LLC 07/01/2019
Sorry. I just gave you the case number. I figured that was enough. It’s under the adversary case under related cases. It’s doc 2 of that case filing.
Adversary Proceeding
Lead BK case is: 2:19-bk-13273
New Jersey Bankruptcy Court
Chapter 11
Judge: Vincent F Papalia
Case #: 2:19-ap-02033
Nature of Suit 81 Bankruptcy - Subordination of claim or interest
21 Bankruptcy - Validity, priority or extent of lien or other interest in property
91 Bankruptcy - Declaratory judgment
13 Bankruptcy - Recovery of money/property - §548 fraudulent transfer
14 Bankruptcy - Recovery of money/property - other
Case Filed: Jul 01, 2019
So Ski. Help us out again with what you think will happen in August. Seriously interested in your input. Hope to hear from you soon. Cheers
2:19-ap-02033. Pretty simple Ski. Hope this helps you understand what I know now. So much better just to ask than to call out people as bad mamma jammas. It’s so easy to call people Conmen and delusional. Especially when you have no clue what your taking about. Its best to read like the rest of us crazy folk.
This is the mediation order which we are in at the moment. As you can see it’s 60 days from the order.
is ORDERED, that
the parties will make a good faith attempt to settle this action through mediation and will attend, personally or through a representative with authority to negotiate and settle the disputes, all sessions scheduled by the mediator;
_________________________________________ is appointed to serve as mediator in this matter.
The mediator’s address is ______________________________________________________________.
It is further ORDERED, that
D.N.J. LBR 9019-1 and 9019-2, as well as the following terms and guidelines will govern the mediation process between the parties:
1. Plaintiff must immediately serve the designated mediator with a copy of the Mediation Order.
2. Promptly after receiving the Mediation Order, the mediator must determine whether there is a basis
for disqualification or whether the mediator is unable to serve for any other reason.
3. Upon entry of this Order, the parties must promptly contact the mediator to schedule the organizational telephone conference required by D.N.J. LBR 9019-2(d).
4. The scheduling and location of all mediation sessions will be determined by the mediator; however, the mediation must commence not later than 60 days after the entry of this order, unless extended by further court order.
5. The parties will compensate the mediator at the rate of $____________________. Each party is responsible for one-half of the mediator’s fee. The fee is due not later than 30 days after presentation of the mediator’s invoice. Either the mediator or a party to the mediation may bring a motion to enforce the parties’ payment obligations under this Order.
6. The mediator has the right to terminate this mediation at any time, for any reason, by providing written notice to counsel for all parties.
7. Not later than 7 days after the conclusion of the mediation, the mediator must file Local Form, Mediation Report.
These are instructions to follow privy to pre-trial. Enjoy.
ORDERED that
1. All fact discovery is to be completed by ____________________________ [enter a date more than90daysfromthedateofthepretrialconference]. Anymotionstocompeldiscoveryaretobemadesothat the Court can rule and the discovery can be obtained before that date. Late filed discovery motions will not constitute cause for an adjournment of the scheduled trial date. To the extent any party seeks to introduce expert testimony, an amended joint scheduling order must be filed no later than 30 days after the above date, providing for the delivery of expert reports and completion of expert discovery.
2. The parties to this Order consent to the Bankruptcy Court’s adjudication and entry of final judgment on all claims and defenses raised in this proceeding, unless specifically contested in pleadings which comply with Fed. R. Bankr. P. 7008 and Fed. R. Bankr. P. 7012. To the extent any party does not so consent, that party must file a motion within 30 days of the entry of this Order seeking a determination as to whether this Court may adjudicate to final judgment any or all claims and defenses. The failure to timely file such a motion shall be deemed consent to the Bankruptcy Court’s adjudication and entry of final judgment on all claims and defenses raised in this proceeding.
3. Any party seeking to amend pleadings or add additional parties, must do so by filing a motion no later than 30 days after the close of fact discovery.
4. All other motions must be filed no later than 30 days after the completion of all discovery. Late filed motions will not constitute cause for an adjournment of the trial date.
5. Each party must pre-mark the exhibits which may be used at trial. 6. 14 days before trial each party must:
(a) serve a copy of the pre-marked exhibits on each opposing party and provide one bound copy of the exhibits to the Court in Chambers (not to be docketed by the Clerk); and
(b) file, and serve on each opposing party a list of witnesses.
7. All exhibits will be admitted into evidence and witnesses permitted to testify at trial, unless a written objection has been filed 7 days before the trial date. Only parties identified on the witness list will be permitted to give testimony.
2
Case 19-02033-VFP Doc 2-1 Filed 07/03/19 Entered 07/03/19 10:51:39 Desc Pre Trial Instructions Page 6 of 6
8. Any party intending to introduce deposition testimony at trial must serve on each opposing party and file copies of the transcript pages with excerpts highlighted.
9. Within 14 days from the conclusion of the trial, unless such time is extended by the Court, each party must file, and serve on each opposing party, separately numbered proposed findings of fact and conclusions of law with supporting legal citations.
10. Trial will begin on at or as soon as the matter may be heard, at:
Hope that helps you Ski. It’s all under the adversary section of the pacer filings. Oh wait I’m delusional so maybe I’m seeing a mirage in the desert.
Well it’s actually a pre trial. You need to read the summons.
Summons Issued to Immune Pharmaceuticals Inc., Immune Pharmaceuticals, Ltd., Cytovia, Inc., Immune Oncology Pharmaceuticals, Inc., Maxim Pharmaceuticals, Inc., IMMUNE PHARMACEUTICALS USA CORP., THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF IMMUNE PHARMACEUTICALS, INC., et al. against Discover Growth Fund, LLC for Service on Discover Growth Fund, LLC Answer due on 8/2/2019 Pre-Trial hearing to be held on 9/26/2019 at 10:00 AM at VFP - Courtroom 3B, Newark. (rh)
Pre trial. 9/26/2019. I’m crazy but I can read.
Ski. What do you believe will happen this month? Seriously. I’m asking without any sarcasm. I’m curious to see what you believe will occur. I see absolutely nothing happening here. Discover and IMNP are in mediation. Bids won’t be coming in til september. I say there will be nothing
At this stage we are in Mediation mode for another 30 days. Pretrial will begin in September. Could John drop case. Possibly. Will he. Who knows. All I know. I plan on during the hell out of IMNP if they survive. Oh man am I going to sue them. Fiduciary duties have been thrown out the window and my goal is to get damages for the hell they have put us through. I will gladly share if anyone wants to join me. I will take lead but I will accept everyone.
Thanks for the vote of confidence Ski. I was merely stating that the trial date is set for September 26th. So unfortunately we have a wait ahead listening to nonsense. I am super excited for the fake bids coming our way. Confirmation is set for 24th. Do you not find that coincidental Ski. I sure don’t. You can read the tea leaves all you want bud. Most likely you are onto something about Discover. But why would they say anything as they’re claim is false as well. They can’t collect interest on money that hasn’t been given. You know this to be true. As I have always said. Everything I bring to table is my opinion. So don’t tell others that I’m a nut bag. They know this to be true already. I’ve admitted to all that I’m crazy. And I may be slightly insane but I’m a little less delusional than you might think. I still love the praise. My ego is so small with IMNP. I need a good petting. Purrrrrr
And that’s just the pre trial date. So a much longer wait to come.
They won’t start trial until September 26th for IMNP and Discover. So pretty convenient to have it scheduled after confirmation. Only problem is we now have to wait till then for an answer from Mr. JUDGE.
Once again. No money given. No interest payment will be received since no money had been given. Could care less how much money Discover wants to throw away in court. Court fees are peanuts to why they stand to make with receiving the shares in IMNP. I guess it’s all worth the Shakespeare dramedy being played out here. I’m more curious in when the dismissal will be coming. Nothing conveyed in that Answer response. Judge is probably a little ticked that John is hogging the joint.
They went from Israeli trustee plot to Discover plot this week. I wonder if the plot will thicken for Discover next week or will the storyline change again, will we be back to the Israeli furnace of hell dealing with offshore crook trustees that are being allowed to dance like thieves by our godless fiends that run the company in good old capitalist at its best corrupted USA. Another long month of drenching heat. No bids have shown up despite approvals. No names released from the house dealer. We just no two consorting parties drinking rum and cokes are in the highly secured data room waiting in their velour shorts playing gin and rum. Will they decide its time to release the names of Vector and Vector. Stay tuned for Harry and Hendersons.
Ski, nothing will happen with this adversary claim. Absolutely nothing. It was all about getting the creditors a tax free share deal. You’ll see. So back in the day when they said they would do share deal for shareholders. That was meant to only be for specific credit shareholders. The creditors to be exact. All the dirt bags on the credit list. I can’t believe it. So disgusted that all creditors will be getting tax free shares. Crooks.
How long will it take to deal with this “Avoidable Transfer” process? Why can’t they just tell them to bugger off with their new shares. Please get the fuk out of my face. C’mon, we know this whole claim deal is to deal with the transfer of shares. Does Kirkland get them? Do all the unsecured creditors get them? So many crooks in one room. One thing for sure, us shareholders got jack squat. Scum buckets.
You think the bidders will be disclosed once the make make bid to get into auction? I’m interested to know who the two names are. Want to bet one is Vector.
Pretty sure we’ll hit .003 cents next week.
You have to wonder why even do an adversary claim. The debtor never wins claim. You could say they did it to instigate talks. Obviously no negotiations have taken place. So why. Case will be dismissed. Why claim when your your in the middle of getting motions approved. US was approved and Discover is out of that bag of a mess. I think they needed to follow through with claim so that they had support for the transfer(s) they mentioned in Discover’s Answer. Notice how they said the shares aren’t coming back. Of course they aren’t. You don’t give back what you worked so hard to steal. Lol. What a joke this is.
Discover did a great job of covering all the complaints. Simply not enough proof to win. Too bad. So depressing.
This will be dismissed and thrown out. It’s just a joke. Anyone know how long it usually takes for judge to dismiss case?
42 pages of blah blah blah from Discover. I can’t believe they call that an answer to a complaint.
Doesn’t anyone want to talk about the last filing. It’s a great one. No one wants to take responsibility. It’s hilarious.
New filing says it all about Discover Growth Fund and IMNP. Both crooks.
One more month to go. Then we’ll see .008 again. So exciting. Retards!!!
Buy it, use it, break it, fix it,
Trash it, change it, mail, upgrade it,
Charge it, point it, zoom it, press it,
Snap it, work it, quick, erase it,
Write it, cut it, paste it, save it,
Load it, check it, quick, rewrite it,
Plug it, play it, burn it, rip it,
Drag and drop it, zip, unzip it,
Lock it, fill it, call it, find it,
View it, code it, jam, unlock it,
Surf it, scroll it, pause it, click it,
Cross it, crack it, switch, update it,
Name it, rate it, tune it, print it,
Scan it, send it, fax, rename it,
Touch it, bring it, pay it, watch it.
Technologic.
In honestly feel I’m dealing with a broken record by a bunch of DJs that won’t change the damn song. If you don’t understand me then. You are a dumb shit that doesn’t need to respond to this. Just realize you are void and most likely smarter than me or just a very dumb shit. Kisses