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I’ve been saying that for years.
Alexion puts in stalking bid for Bertilimumab. The next big thing. Maybe they get a great deal.
Well I can tell you one thing. All is pre-negotiated. I don’t believe a damn thing here. Reverse merger or some sort of dilutive transaction is coming.
Exactly Ron. I’m not trying to ruffle feathers. Just pointing out the obvious. Why people choose to be in denial is beyond me. Cheers
Actually these are not conspiracy theories. They said for how long that they were negotiating terms with stalking bidder. Since May 16th when they employed Armory. And here they stand after almost two months after they announced in Armory contract 6 million and now the stalking bid for Alexion is 6 million. Do you not find that absurd. Two months prior to motioning for stalking bid for 6 million they had already announced in the contract with Armory that their fee would be based off 6 million. What type of negotiation strategy is that Ski?
Lol. Funny catch. The share price is .005. All the shares have been dumped. We are under a cent. I would say there is zero value here. So yes. Everyone did dump there shares. Or so it would seem.
That’s the thing. In the Armory deal they clearly state that consideration will only be given to creditors and debt and liabilities. So they have put a cap on it and judge obviously is full aware of Armory deal and that they are handling auction. All the are using auction for is to handle transaction. I don’t believe this auction is a normal bidding process. Judge is aware of all. At the same time it clearly states that Amiket and Nano won’t be involved in any Armory transaction. Bert is being handled alone. All I’m saying here is that shareholders won’t get a penny from Bert auction. This is a reverse merger and we will be getting screwed. I think I’ve protected myself a bit. But this will hurt. Sadly I will have to wait until year end to see result. Sad deal Ron. But that Armory contract highlighted the 6 million and the consideration cap for me. Learning process for me.
To top it off they need acceptances which will take another two months. That takes us to late November. Remember, soft launch this year. So no return until next year. I’m just trying to figure now when they’ll announce reverse merger and how it will be transacted. Maybe just before or while auction is being done. Any thoughts???
So did any of you catch that? Just curious. Because that’s a pretty big piece of information. I feel that its important to go back sometimes and relook at things. It’s all connected. So now we know that this Bert sale is nothing but a sham. They won’t even try to get bigger bids. They just need about 13 million and I think Tony the idiot said that they were hoping to only pay creditors half of that. So I guess creditors already made a deal knowing they would get a huge new piece in the newly formed company.
I actually think we just got screwed guys. Here’s to throwing money out the window. Lol. You win some and sometimes lose some.
The fact that Armory announced the 6 million before the stalking bid was even announced is a joke. The negotiations were done awhile back. Just as Tony mentioned the 7 million. What a idiot. Or maybe I’m the idiot that should’ve caught that when he said it. Oops. Any ways. What’s done is done. The consideration coming will only be going to creditors and the payment owing and to debts and liabilities owed.
Let’s readdress these facts. I started thinking about the Armory deal, so I went back and look at what I uncovered.
3. The "M&A Transaction Fee" is hereby modified to equal the greater of (a) $250,000, and (b) 2.5% of all Consideration amounts up to $6,000,000, and 4% of all Consideration amounts above $6,000,000. In the event of a successful credit bid,3 Armory shall be entitled to $125,000 plus 4% of any cash consideration included as part of any such successful credit bid as its "M&A Transaction Fee".
4. "Consideration" is hereby limited to amounts that actually benefit the Debtors and their estates (i.e., payments received by the Debtors and the assumption of the Debtors' valid debts or liabilities), and the Committee reserves its rights to dispute and argue what properly constitutes "Consideration."
So as you can see. There is a cap on consideration. The money coming in from any Bert deal will only benefit creditors and debts and liabilities debtors have. There will be no consideration for shareholders. Period. Notice how they have also accentuated the 6 million as the bid. They then mention possible credit bid. So as you can see there will be no purchase of Bert being that assumption is once again being used. Why the hell they even use a stalking bid when pice won’t be above that is ridiculous. I believe they have to achieve a bunch of transaction steps to please IRS before they do reverse merger. So don’t get excited. We are hooped and losing a ton in this deal. Not a good discovery for me.
So below explains what needs to happen in order to have a tax free deal. The last point says it all. The transaction has to occur after a reorganization plan is given. Who knows when that will be. Thus far we are watching a sales pony show that won’t fruition anything other than Alexion kissing up to Teper. Mark my words. There is a merger / triangular merger or some sort of crazy deal being arranged here. I believe nothing will be sold or purchased. I believe partnerships are possible with Bert. I believe shareholders will pay a price and it will be not fun. Many types of deals as I mentioned. These guys aren’t the shareholder friends. They don’t care about you or I. Eric Hughes and Skidmark are in the same boat and will be affected as will many on this board. Good luck!!
Transaction Requirements
There are five types of acquisitive tax-free reorganizations. To qualify for any of them, the Code outlines requirements that must be present in the transaction structure:
There must be a Continuity of Ownership Interest;
There must be a Continuity of Business Enterprise;
The transaction must have a Bona Fide Business Purpose and not be for the purpose of tax avoidance;
The transaction must not fail under the Step Transaction Doctrine; and
The transaction must take place pursuant to a Plan of Reorganization
Some sort of merger is going to happen. They have to do the deal after plan is announced. So expect nothing until after Sept 24th
The judge gave them an extra 9 days to boot. Wow. How awesome.
As expected they got all their extensions. All is preferred and all is clear. So share price won’t be going up until November. Hope you’re prepared for another few months to go before any return on your investment. I can wait. I have nothing but time. Hope you guys do. Cheers
I agree Ski but starting that low is insulting and why even IMNP would start that low is sort of nuts. Especially when previous bids were many times higher. One company was willing to fork out 12 million in cash up front. We will know immediately if something is funny once we see bids. I just don’t think we’ll get that chance. I think that they will do something before auction. I don’t know what to expect but something doesn’t jive here.
If UC was good. Why low ball? I think there’s much more to the story here. To low of a price to include UC results or BP for what it’s worth. We’re talking a 500 million indication just for BP. 6 mil is a joke. You gotta wonder why a multi billion dollar company plays cat and mouse.
Agree Ski. This is why I purchased more shares. I didn’t want to but I’m afraid of what this reverse merger would entail. I’m hoping that they lift up the price a bit before they do anything. All is up in the air. But one thing for sure, they are very hesitant to complete deal with Ceplene and that only means one thing to me. Good chat Ski!!
Hey, is that 6 million stalking horse bid from Alexion just the cash up front or is that the whole deal including milestone payments? I’m thinking it’s the whole deal including milestone payments. I mean, if your going to negotiate a low ball deal then you need to really throw it away. Like chuck that ball far. Hit it out of the park. This way it shows that the board really cares. I have to wonder how they came up with that figure. Did someone’s baby just turn six? Maybe it’s an anniversary date or birthdate. Obviously it’s not based off BP valuation. Any ideas??
It’s only a few hundred dollars catch. Instead of lunch today, just pick up the last remaining shares. Hehehehe
Catch. I don’t think any of this is right. It is what it is. Just waiting patiently for Vector to find the money to do merger. We’ve focused so much on Bert lately that we forgot about our friend Teper. I wonder why deal is done yet. Any guesses catch. So I guess we got hung out to dry right. Hahahaha. What do you think Ski about Vector deal? Did Ceplene deal just get left out in the wind? Hahaha Oh wait.... Maybe Teper is negotiating an even better deal for himself. I wonder what that deal will be. Any one have any ideas?? Or are you guys thinking that IMNPq has just decided to ignore the deal. Why not right. Its just another drug. What about Nano and Amiket? So far we are just looking at Bert motion. And that will take all summer into September / October. So is Amiket deal start up in October / November leading into next year???? Hahaha
You should grab them bud. I’m good. I’ve got all summer to pick more up. I’m in no rush. I leave the scraps for you my kind sir. So eat up before someone takes your crumbs.
Maza should get is last payment in October
Im just glad in the end we keep Ceplene Ski. Ceplene will be fun to watch grow. I’m a long. I don’t plan on going anywhere. Not for a few years any ways. I just hope people give me some more shares.
One more time. This is what I believe. This is what will happen!!!!!
As used herein, “Company Sale” means the acquisition by a third-party person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (collectively, an “Acquirer”) of (i) at least 50% of the voting power of the Company, (ii) the merger, consolidation or other similar business combination transaction pursuant to which the stockholders of the Company immediately prior to such transaction own less than 50% of the voting power of the Company or the successor thereto after giving effect to such transaction, or (iii) the sale, lease, exclusive license, assignment or other transfer of Bertilimumab or all or substantially all of the Company’s assets in one or a series of related transactions; provided, however, that in no event shall this clause (iii) include the disposal of the Company’s and its subsidiaries’ right, title and interest in Ceplene.
Firstly, I still think a reverse merger is happening here. Which you didn’t care to address. Somehow Ski you missed to mention Ceplene deal. I’m pretty sure I know why that deal hasn’t gone through. Now as for Bert, no way in hell is it only worth 20 million. The BP indication alone was publicly stated being worth 500 mil which we are the only treatment available. You don’t give a 500 mil drug away for 20 mil. The deal will be a partnership and it may be 20 mil plus for cash at front and then possibly a much higher amount on backend. But no way in hell are they liquidating this Bert drug. With regards to UC results, yes, all buyers going into data room will have access to results of some sort. As for pulling out of bankruptcy, they don’t have to do any recapitalization. The money coming in will be sufficient. As for future capital, I could see some placements being done but at a much higher price. Positive UC results alone could jack up the price. Hell, the fact of coming out of BK should jack up the price. The fact that you believe this will be sole liquidation. Wow!! I can see reorganization with a trickle of liquidation but more reorganization. That’s my thoughts. I look forward to seeing what Vector does here. That will be interesting stuff. That adversary claim is a joke and nothing will come of it. They just had to make the smoke screen thicker.
Ski, what are you predicting will be the reverse split once we get out? I’m predicting minimum 1:20 split. I think they’ll prop price a bit with news and then drop the bomb. Did you notice that in one of the recent Rabin filings he explained that money had been paid out before petition to Clinical study. I’m guessing that we still won’t have access to UC study results until after September / October confirmation. I look forward to September bud. My 9th anniversary is Sept 24th. Wife and I have decided to hit up Las Vegas for a few nights. So maybe the 24th will provide us with a little anniversary gift. Not counting on it. Maybe by then some opportunists will be buying into IMNP and it’s future.
I agree fully. It’s always been a partnership arrangement. I’m just glad I kept buying when I did. If they do come out of BK which won’t be until fall. Then I expect a serious split coming our way. I do believe they will continue with same approach with cash up front and then milestones on back end. I don’t see the cash going to much higher than what’s been said this far. At this stage they want to just take care of creditors. I don’t think they could care less about shareholders. Shareholders will need to stick around until confirmation and discharge is given. The market then and only then will provide.
Agree. Nothing will be known until late August. I still don’t believe it will be much above 6 million. It’s partnership not a complete sale. We won’t know until auction begins. Too bad stock price won’t reflect anything until confirmation. Them the breaks. Until September it will be on sleep mode. Bert motion for sale will be approved. All will be done accordingly as planned. It’s just too bad share price won’t reflect the progress. Enjoy.
I think they will extend everything out including confirmation deadline. I think you are right Ski. All will be extended. I’m thinking auction won’t happen in Summer. They will extend the auction into fall. Only reasonable explanation.
Ski, I don’t see Sept 14th but I think that’s just a typo. Yes I agree, I see everything rescheduled for Sept 24th. Now I find that super strange as the judge is the one who stretched this out even when the motion for shortened time is set for July 16th to approve sale of Bert which like you said is to be confirmed no later than Sept 15th. So this is all super strange. I don’t know what to make of this. ICO just reserved its rights. So they have finally buttoned up their lips as they should. Discover has withdrawn which was expected after adversary claim. But I have zero clue why judge extended to September 24th. Did you notice he also gave the possibility of extension of exclusive period to be discussed on September 24th. Meaning another extension may be granted. Yikes
I hope people begin to sell then. I want all the-air shares.
You guys better drop price to .003 cents. I need to average down. I overpaid on Friday.
What a great way of getting shares. In my mind they way to beat the 1 year wait for insiders would be to transfer / sell shares to Discover in normal course of business. John wasn’t an insider at the time of transaction, then have him sell those shares to other holders that could be insiders. Now I’m not saying that happened or is even possible, or if I’m saying it right, but I’m thinking some insiders or non secured creditors or whomever is trying to get shares for nothing using this unfair preference strategy. Of course this is all hypothetical, I’m not making accusations here, its all just me being crazy nuts and a total wacko.
Let’s say it was insiders here involved in the transaction, then that would mean that one year wait would put us at October. I’m hoping they weren’t insiders. This would explain the 90 day wait and the transfers / buying at certain times this year. Then as well we could be seeing someone coming back from John once this is all worked out. Interesting stuff. I wish I was smart. This way I could decipher this stuff. I’m just a pathetic conman working so hard at doing nothing. Huggies
So this is how unfair preference is ruled under US system. So I believe this is what’s happening. You smart people can ignore this. I’m trying to help the numbskulls. Then again, I am a conman. So it’s probably best not to believe me. Still, good reading below if you want to take the chance that I’m right on this unfair preference tactic.
A preference in U.S. federal bankruptcy law[8] is a transfer of property by a debtor to its creditor, on account of a pre-existing debt, that is made while the debtor is insolvent[9] and gives the creditor more than it would obtain in a liquidation of the debtor's assets in a bankruptcy proceeding. It is primarily a creature of the U.S. Bankruptcy Code,[10] although some states have similar state laws. If the preferential transaction takes place within a specified period of time before the filing of bankruptcy by or on behalf of the debtor, then the debtor's trustee in bankruptcy is authorized to recover the property preferentially transferred. The mechanism of recovery is the avoidance of the transfer.[11] After such avoidance, the recovered property becomes property of the bankruptcy estate.[12] The period is usually 90 days. However, if the preferential transfer is made to an "insider," then the period is one year. An "insider" is generally a relative or one who has the ability to control the activities of the debtor.[13] The Bankruptcy Code provides some exemptions from these rules to accommodate transfers intended to be contemporaneous, made in the ordinary course of business or to the extent they are made for new value, and others.[14]
All of the following examples assume that the requirements for a preference that are set out above exist at the time the transfer is made.
Securing a previously unsecured debt.
Substituting property of greater value as security for existing security property whose value is insufficient to completely secure repayment of the debt.
Paying some but not all unsecured creditors.
In a real estate transaction, delaying the recording of a mortgage for more than 30 days after the debt it secures is created.[15]
Now this is cool reading: JUST LEARNED ABOUT UNFAIR PREFERENCES.
An unfair preference (or "voidable preference") is a legal term arising in bankruptcy law where a person or company transfers assets or pays a debt to a creditor shortly before going into bankruptcy, that payment or transfer can be set aside on the application of the liquidator or trustee in bankruptcy as an unfair preference or simply a preference.[1]
The law on unfair preferences varies from country to country, but characteristically, to set a transaction or payment aside as an unfair preference, the liquidator will need to show that:
the person or company was insolvent at the time the payment was made (either on the cash-flow test, or on the balance sheet test - it varies from country to country)[2]
the person or company then went into bankruptcy within a specified time thereafter, usually referred to as the vulnerability period[3]
the payment had the effect of putting the creditor in a better position than other unsecured creditors
in some jurisdictions, it is also necessary to show that the bankrupt intended to grant a preference.[4]
In most countries, an application to have a transaction set aside as a preference can only be made by the liquidator or trustee in bankruptcy, as the person making the payment must be in bankruptcy, and thus they are not normally liable to lawsuits from other creditors.
The effect of a successful application to have a transaction declared as an unfair preference varies. Inevitably, the creditor which received the payment or assets has to return it to the liquidator. In some countries, the assets are treated in the normal way, and may be taken by any secured creditors who have a security interest which catches the assets (characteristically, a floating charge).[5] However, some countries have "ring-fenced" recoveries of unfair preferences so that they are made available to the pool of assets for unsecured creditors.
An unfair preference has some of the same characteristics as a fraudulent conveyance,[6] but legally they are separate concepts.[7] There is not normally any requirement to prove an intention to defraud to recover assets under an unfair preference application. However, similar to fraudulent conveyance applications, unfair preferences are often seen in connection with asset protection schemes that are entered into too late by the putative bankrupt.
Many jurisdictions provide for an exception in the case of transactions entered into in the ordinary course of business with a view to keeping the company trading, and such transactions are usually either validated or presumed to be validated.
SO I WONDER IF ALL THIS WORK BY JOHNNY IS ACTUALLY FOR THE UNSECURED CREDITORS. SO THEY RING FENCE THE SHARES TO JOHN AND THEN HAVE THE COURT GET BACK THE SHARES FOR THE UNSECURED CREDITORS. AS YOU READ IN THE LAST PARAGRAPH, IF THEY DO THE TRANSACTION OUTSIDE OF BK WITH THE VIEW OF KEEPING BUSINESS TRADING, THEN THOSE TRANSACTIONS ARE USUALLY VALIDATED BY THE COURTS. HOW AWESOME IS THAT. SO ONE MORE POSSIBILITY HERE.
For people that like to read. DEBTOR CANNOT PURSUE STATE AND FEDERAL CLAIMS AGAINST CREDITOR FOR FILING IMPROPER PROOFS OF CLAIM IN BANKRUPTCY CASE
The United States Bankruptcy Appellate Panel of the Ninth Circuit ("BAP") held that a bankruptcy court erred when it did not dismiss a debtor’s state and federal claims against a creditor for filing improper proofs of claim in the debtor’s bankruptcy case. In re Chaussee, 399 B.R. 225 (B.A.P. 9th Cir. 2008).
The debtor had filed a chapter 13 petition and repayment plan to which the creditor filed two unsecured proofs of claim. In response, the debtor filed an adversary complaint against the creditor alleging that it violated both the Washington Consumer Protection Act ("CPA") and the federal Fair Debt Collection Practices Act ("FDCPA") because the debtor did not owe the debts underlying the claims, or alternatively, the debts were barred by the statute of limitations. The debtor also objected to the claims pursuant to Section 502 of the Bankruptcy Code. Because the creditor did not respond to the objection, the bankruptcy court sustained the objection and dismissed the creditor’s claims.
The creditor filed a motion to dismiss the debtor’s complaint, arguing that (i) the neither the CPA nor the FDCPA apply to proofs of claim in a bankruptcy case, (ii) the CPA was preempted by the Code’s claim process and (iii) the debtor’s exclusive remedy for disputing the proofs of claim was to object to them in the bankruptcy case. The bankruptcy court held that the Code neither preempted the debtor’s CPA claim, nor precluded the debtor’s FDCPA claim, and thus denied the creditor’s motion.
The BAP, however, disagreed with the bankruptcy court and held that the debtor’s state law CPA claim was in fact preempted by the Code, and thus should have been dismissed. According to the BAP, the Code and the Federal Rules of Bankruptcy Procedure provide the exclusive remedies for a debtor against a creditor who has engaged in wrongful conduct in a bankruptcy case. In addition, allowing debtors to recover under such circumstances could (i) skew the incentive structure of the Code and its remedial scheme and discourage creditors from filing claims and (ii) encourage debtors to dispense with the claim objection process in favor of an adversary proceeding that could result in costly litigation. Furthermore, allowing debtors to pursue state law claims could divest bankruptcy courts of the control that is needed over the remedies for improper filings and undercut the Code’s uniform application.
The BAP also held that the debtor’s FDCPA claim was precluded by the Code, and thus also should have been dismissed. According to the BAP, the Code represents a whole system designed to comprehensively define all rights and remedies of debtors and creditors and to permit a simultaneous claim under the FDCPA would circumvent this remedial scheme.
Burden of proof falls on Creditor. So why even do a adversary claim. I have my suspicions. I enjoyed reading the adversary suit. It helped me understand what happened. It was like telling IMNP telling me a bedtime story. Wanna bet nothing is followed through as planned.
Did any of you notice that all the clinical sites for UC are just in Israel?? For BP, Clinical was done in US. So the scam was to get everyone salivating over BP first using US clinical then keep the major study with LTD in Israel. Unbelievable plan. Genius and diabolical keeping plan in Israel outside of North American sight range. Wow!!!
My Window opens Monday. Anyone wanting to sell, feel free to do so. Remember we will only be accepting bids under 4 cents. Trust me. I am here for you and your well-being. I will now buy at 5 cents but only in large blocks. The larger the better. Thank you for your time and your shares. See you in the morning. Be well and let’s build America great.