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Let’s also not forget that Immune was to go public as well. Now would they go the long way and go the FINRA route or would they go through reverse merger with SPAC ESHA or maybe a triangular merger with Cytovia at the end after completion of these benign transient micro mergers. Anything is possible. Like I’ve said. I welcome all outcomes. Some liquidity sooner than later is a good thing. I just don’t believe for one second that we have liquidity in 2024. Just my opinion. I really hope you can prove me wrong. I welcome it. I am simply going by the lay of the land and who we have as leaders. These guys are all assholes and they will remain assholes long after all is done. Hula Hula Cuckoo Penny
Bruce . I know nothing of a pre-negotiated price. I know this. I know that Immune sold 50 percent stake including Bert to Alexion for a billion plus dollars. I know Cytovia was determined by third party bank to have a 10 dollar valuation in 2022. I know Cytovia also concluded that it would have a new 15 dollar valuation in second anniversary of 2023 and a 20 dollar valuation in 2nd anniversary of 2024. I believe that the first additional 5 dollar value is what’s coming from Naya hence the 5 dollar value. This is what explains the 2023 merger recap. Are they behind on these transactions. Definitely yes. They’re just dragging their feet as usual. The next additional 5 dollar recap will be coming from the new 2024 merger Satellos Bioscience. These two mergers will put Cytovia’s next valuation at the new 20 dollar mark in 2024. Then after all is complete, at the very tail end of 2024, most likely 3rd quarter, we should expect to see another deal which is ESHA which will be the deal that takes them public. This SPAC transaction should complete in early 2025 and soon after Astra will complete acquisition and roll it all up. Hope this helps. This is just my own assumption that’s purely based off speculation on my part. Don’t go expecting a listing. I sure don’t. I could be wrong. Not likely, but I do welcome change if it happens. Liquidity is a good thing. If my conclusions however are right, I can then only be left to assume there will never be a real big lapse of time at the end where all is separated. I believe Astra will absorb everything in one large transaction. Pretty crazy. But that’s my belief. If I’m wrong, so be it. It’s been fun forming my conclusion. Hula Hula Cuckoo Penny
Stay tuned in Bruce. Never know what’s around the corner. I’m tuned into bankruptcy and future mergers. I still believe this is still a transient year for everything. Lots of transitional growth. I’m in for long haul. I like holding and growing. I said 9 years ago that I was a true long supporter of the company. Little did I know this Teper guy was a crazy ass lying thief that would end up taking my money and then in the end giving it all away to discount retailers / creditors and investment bankers living in St.Thomas. Not cool people. Not cool. Hula Hula Cuckoo Penny
Noticing some recent Follow On investments made with Cytovia. No surprise. These guys want to build. They need that money to make it work. Too bad they lied to me for 9 straight years. Lying doesn’t make me want to invest. Of course I already have a mountain heap of shares. Can’t be greedy.. Hula Hula Cuckoo Penny
Obviously dates are all thrown in the air. Good times eh RLK. Hula Hula Cuckoo Penny
I’m joking. Nominee agreement being backdated. Interesting. I know that companies are obligated in some locals to announce when they have created a nominee agreements. Obviously for very good reason.
Wow. Backdating Incorporation dates. That’s crazy stuff. Hula
I didn’t see what one RLK, hula
Great work RLK!
Say what?! You mean a company can be incorporated in other countries. No way. Hilarious. What date can one go by. Hula Hula Cuckoo Penny
Cytovia International LLC, a limited liability company validly existing and incorporated under the laws of Switzerland, duly recorded with the register of commerce of the canton of Vaud under nr CHE-205.849.883, and whose registered office is at route de Chenaux 9, 1091 Grandvaux, Switzerland (“Cytovia”)
Nominee agreement dates back to March 27th 2018.
Cytovia therapeutics holdings inc 04/11/22
Cytovia therapeutics llc 05/31/2019
Cytovia intermediate merger sub inc. 04/11/22
Cytovia Inc 01/09/1998
Hilarious. Hula Hula Cuckoo Penny
Oh I see you see what I see now Bruce. Took you long enough. I tried posting everything for all to learn the basics. I tried oh so hard laying it all out in a not so fragmented way. I didn’t give all the instructions. Why would I do that? I also am a piece of shit. Why would I make things easy. No one helped me like I’m helping you guys. Just so everyone’s aware, there are so many incorporation dates posted on the Internet. Another good way to see truth is reviewing SEC filings. You just have to ask yourself how do you find that date using SEC financial filings etc. Can you believe that even in the last webinar Teper found the nerve to spew more lies. What was the point in that?! That webinar reference is what RLK relies on and what he believed was the gospel truth. lol. Hiilarious. Teper is and will always be a lying sack of shit. I’m glad you were able to find some possible dates for Cytovia. Every date helps. At least you now see what this fruit loop sees. I’m pretty good at what I do people. Slow and methodical is how this delusional nut bag works. A natural born stock killer, that still believes we won’t be doing fuk all until we surpass the active business date and possibly some other good dates. Quite frankly I don’t see that scum bag moving as fast as many may think with those tiny little heads on their tiny little shoulders. These guys still have so much to do. So much. At the end of the day all comes down to what the Plan is. Lots in the their crazy approved plan. I’m still interested in the bankruptcy. Love that bankruptcy. I love Satellos. I love ESHA. I Love INVO. Love collaboration with Astra. I love the big picture. I just hate this Teper guy and all the assholes working for him. Can’t believe that Tony is still working there. What a scum bag. A lying sack of shit. Hope everyone is having an amazing holiday. 2024 will be a slow burn. Second half will be more exciting than first half. 2025 is where it’s at. 2024 is a transitional year. I feel the need now for palm trees and some heat. Good times. Hula Hula Cuckoo Penny
So glad I gave you a good laugh RLK. Hilarious is right. Have a very healthy drug free Happy New Year.. Stay safe and do everything I wouldn’t do. Hula Hula Cuckoo Penny
Love having control. We need it to get the job done. Hula Hula Cuckoo Penny
https://viewpoint.pwc.com/dt/us/en/pwc/accounting_guides/business_combination/business_combination__28_US/chapter_7_common_con_US/71_chapter_overview__1_US.html#pwc-topic.dita_1806103401191450
Cytovia was started in late 2019. We need business to be active for 5 years before any distribution is made, yikes. That puts us at the end of 2024. 2025 will be a greatest year to finish all up. All these future 2024 transactions will be completed without a gain or loss. ESHA will be the last merger. Then Astra will swoop in for the final move. Distribution will happen before Astra comes in for final hoorah. Hula Hula Cuckoo Penny
2025 will be an epic year. Hula Hula Cuckoo Penny
All good info. Hula Hula Cuckoo Penny
7. Not Part of a Plan Described in Section 355(e)
Under Section 355(e), if a Section 355 otherwise applies to a spin-off but the spin-off is part of “a plan or series of related transactions” pursuant to which one or more persons acquire directly or indirectly a “50-percent or greater interest,” measured either by total combined voting power or the total combined value of the shares in the distributing corporation or the controlled corporations, the distributing corporations must recognize gain on the shares of controlled corporation that are distributed.
8. Neither Corporation Should be a Disqualified Investment Corporation
Internal Revenue Code Section 355(g) provides that a distribution will not qualify as a tax-free distribution under Section 355 if the distribution is part of a transaction after which either the distributing corporation or a controlled corporation is a disqualified investment corporation and a person holds immediately after the transaction a 50 percent or greater interest in any corporation and a person holds immediately after the transaction a 50 percent or greater interest in any disqualified investment corporation not so held immediately before the transaction. A corporation will be a disqualified investment corporation not so held immediately before the transaction. A corporation will be treated as a disqualified investment corporation if the fair market value of its investment assets is two-thirds or more of the fair market value of all of its assets. The term “investment assets” includes: 1) cash; 2) any stocks or securities in a corporation; 3) any interest in a partnership; 4) any debt instrument or other evidence of indebtedness; 5) any option, forward or futures contract, notional principal contract, or derivative; 6) foreign currency; and 7) any similar asset. See IRC Section 355(g)(2)(B)(i). Stocks issued by a corporation with respect to which the distributing or the controlled corporations own directly or indirectly 20 percent or greater stock interest represented by vote and value is not, per se, considered to be an investment asset. However, in such cases, the distributing or controlled corporation is treated as owning a proportionate share of the 20 percent or more owned and controlled corporation’s assets.
9. Plan of Reorganization
A Section 355 tax-free reorganization must occur pursuant to a plan. This means, prior to the implementation of a tax-free Section 355 reorganization, a written plan should be entered into by the parties.
Tax Consequences to Shareholders. Very important stuff to know. Hula Hula Cuckoo Penny
A shareholder who transfers stock in connection with a reorganization and receives stock or other assets in return has realized a gain to the extent that the value of the stock or other assets received exceeds the shareholder’s basis in the stock transferred.Similarly, the shareholder has realized a loss to the extent that the shareholder’s basis in the stock transferred has realized a loss to the extent that the shareholder’s basis in the stock transferred exceeds the value of the stock or assets received in the exchange. Absent a special nonrecognition rule, gains and losses realized from these exchanges generally would be recognized for tax purposes pursuant to Sections 61(a)(3) and 1001. Losses would be recognized pursuant to Section 1001.
The Section 354 nonrecognition rule contains several parallels to the Section 351 nonrecognition rule applicable to incorporation transactions. The initial motivating policy behind each of the provisions is similar; that is, providing nonrecognition to exchanges (whether as part of the reorganization or reorganization) that reflect “merely a change in form.” In addition, a shareholder who receives nonrecognition treatment under either Section 351 or Section 354 takes a substitute basis in the stock or securities received pursuant to Section 3658. One significant distinction between Sections 351 and 354, however, is that Section 354 only permits nonrecognition upon receipt of “stock or securities” while Section 351 only permits nonrecognition upon receipt of stock. Moreover, a second significant distinction between Sections 351 and 354 is that the shareholders in the 351 context must receive a quantum of stock representing “control” whereas the shareholder of a target may receive only a minuscule ownership in the acquiring corporation and yet to be entitled to nonrecognition treatment.
While Section 354(a)(1) establishes a general nonrecognition rule, limitations are set forth in Section 354(a)(2). Nonrecognition is not available to the extent that the principal amount of any securities received exceeds the principal amount of securities surrendered. See IRC Section 354(a)(2)(A)(i). In other words, an exchange of securities for the same principal amount of securities is a reorganization will be a tax-free exchange Any excess securities that the shareholder receives will be considered boot and will be taxable. Similarly, if any securities are received and no securities are surrendered, the securities received also will be considered taxable. See IRC Section 354(a)(2)(A)(ii).
Shareholder Receipt of Boot Under Section 356
The nonrecognition language of Section 354 itself is rigid. It requires that the exchange of stock or securities in one corporate party to a reorganization must be solely for stock or securities in the same corporation or another corporate party to a reorganization. This strict requirement is loosened by Section 356, which provides that if Section 354 would apply, but for the fact that something other than stock or securities is received, “then gain, if any, to the recipient shall be recognized, but in an amount not in excess of the sum of….money and the fair market value of…other property.” See IRC Section 356(a)(1)(B). For purposes of Section 356, the term “other property” includes “nonqualified preferred stock” unless the preferred stock was permitted to be received tax-free in a Section 368(a)(1)(E) recapitalization of a family-owned corporation. Thus, to the extent that shareholders receive any “boot” or property other than property permitted to be received tax-free under Section 354, the “boot” will be taxable under Section 356 to the extent of realized gain. Anybexcess securities or “nonqualified stock” received as described in Section 354(a)(2) will be considered “boot” for purposes of Section 356.
Tax Consequences to the Corporation in a Reorganization
Absent special rules, a corporation that transfers property in return for stock or securities of another corporation realizes gain or loss from the exchange under Section 61(a)(3) and 1001. In addition, corporations that distribute property to shareholders realize, and ordinarily must recognize, gains or losses. Gains and losses generally are recognized upo liquidating distributions under Section 336. In the case of nonliquidating distributions, Section 311 requires recognition of gain, but does not permit losses. A special nonrecognition rule is provided in Section 361 for a corporate “party to a reorganization” that “in pursuance of a plan of reorganization” exchanges property in return for stock or securities of another corporate “party to the reorganization.” See IRC Section 361(a). Even if the corporation receives property other than stock or securities in the exchange, the receiving corporation will not be required to recognize gain if the other property is distributed pursuant to the plan of reorganization. See IRC Section 361(b). Finally, the corporation is entitled to nonrecognition treatment on distributions to shareholders of certain qualified property in connection with the reorganization. See IRC Section 361(c).Thus, a properly properly structured corporate reorganization will be tax-free to the participating corporations.
In addition, under Section 1032, no gain or loss is recognized when a corporation receives money or property in exchange for its own stock. Thus, a corporation that acquires stock or assets in a tax-free reorganization generally will not recognize gain or loss.
Great to know. Hula Hula Cuckoo Penny
6. Transaction Must Not Amount to a Distribution of Disqualified Stock
A spin-off may be considered a disqualified distribution if any person holds “disqualified stock” in either the distributing or the controlled corporation and such stock represents a fifty percent or greater interest in such a corporation. For these purposes, the term “fifty percent or greater interest” is defined as stock possessing at least fifty percent of the total combined voting power of all classes of stock entitled to vote or at least fifty percent of the total value of shares of all classes of stock. See IRC Section 335(d).
The term “disqualified stock” is defined as 1) any stock in the distributing corporation that was acquired by purchase during the five-year period ending on the date of the distribution, or 2) any stock in the controlled corporation acquired by purchase at any time during the five-year period ending on the date of the distribution or received in the distribution to the extent attributable to the distribution on any stock of the distributing corporation by purchase during the five-year period. The regulations provide three exceptions to the above general rule: 1) an acquisition of stock in a corporation in exchange for an 80 percent stock interest in another corporation; 2) cash transferred as part of an active trade or business; and 3) transfers between members of the same affiliated group. See Treas. Reg. Section 1.355-6(d)(3)(iii)-(v).
Active Business Test
Each of the distributing corporation and the controlled corporation must and the controlled corporation must each be engaged in the active conduct of a trade or business immediately after the spin-off. Specifically, Section 355 requires that 1) both the distributing corporation and the controlled corporation be engaged, immediately after the distribution, in the active conduct of a trade or business, 2) each such post-distribution business must have been actively conducted throughout a five-year period ending on the date of the distribution, and 3) each such post-distribution business must not have been acquired, directly or indirectly, by a purchase or other transaction in which gain or loss was recognized during the five year period.
To be engaged in the conduct of a “trade or business,” each corporation must engage in a specific group of activities for the purpose of earning income or profit and the activities included in such a group must include every operation that forms a part of, or a step in, the process of earning income or profit. The determination is made on the basis of all the facts and circumstances. The Treasury Regulations exclude two types of activities from qualifying as an active trade or business: 1) holding stock, securities, land or other property for investment purposes; and 2) owning and operating real or personal property used in a trade or business, unless the owner performs significant services with respect to the operation and management of the property. See Treas. Reg. Section 1.355-3(b)(4)(iv).
So much to think about. Hope we followed the guidelines below to a tee. lol. Good times. Hula Hula Cuckoo Penny
Internal Revenue Code Section 355(b)(2)(B) provides that the active business of the distributing and controlled corporations must have been conducted for at least five years prior to the spin-off. The fact that a business has undergone changes in the five-year period is immaterial, so long as the changes are not fundamental enough to constitute the acquisition or adoption of a new business that does not satisfy the five-year period requirement. See Treas. Reg. Section 1.355-3(b)(3).
Merry Christmas to you as well Mike. Have a great one bud. Hula Hula Cuckoo Penny
Merry Christmas to you as well RLK. Be well. Hula Hula Cuckoo Penny
As per the SPAC price going up. That up tick means Jack shit. That’s just dumb traders buying shares in something they have no clue about or it’s insiders buying for whatever reason. That valuation sticker price is standard for SPACS. It’s great for some folk if price goes down and people take advantage of the SPACs potential merger if they receive tip on merger completing. Just like how I remembered Isleworth and how its price went down to 5 bucks then swooped right back up to 10 bucks. How great that was for some folk eh….. So for some idiots that have the inside scoop it’s a great thing. But don’t rely on ESHA price for any guideline. Hilarious what you board guys think. Hula Hula Cuckoo Penny
On a positive note, if by chance Naya / INVO do merge and remain listed, simultaneously this move and other subsequent moves shortly after will create an immediate chain reaction that forces the hands of Immune Pharmaceuticals and Cytovia Therapeutics to expose a certain truth that will make us Longs whole again. All will be known soon, or not. Who knows. Not me. Enjoy your holidays. Hula Hula Cuckoo Penny
ESHA buying in again is just awesome. Another percentage stake for cheap. Which company gets the money is anyone’s guess. Who knows. I sure don’t. Hula Hula Cuckoo Penny
Just remember this Bruce. Cytovia never filed Flex NK INDs in 2022, 2023 and soon 2024. I wonder why. Lol. Cytovia has absorbed few hundred million and yet no filings or work being done on anything that we know of. Cytolynx is a separate company that is basically anther bullshit scam of getting Chinese investors into the fund on the ground floor. So please don’t believe for one second they will be going public in 2024. I think they are just growing and building their fund to do something in 2025. Every company they merge with through this new Naya company is just another way of keeping everything tax exempt and bringing in new shareholders at discounted rates. Building the books as some would say. I call it fixing the books. Soon Satellos will get in there with Bloom and company. C’mon people wake up. Bloom buys controlling stake in Satellos when it’s a shell company posing as a public reporting company. A company standing still for 36 months is bullshit. Hilarious. Hula Hula Cuckoo Penny
Bruce. Cytovia won’t be taking off next year but I like your wishful thinking. lol. Hula Hula Cuckoo Penny
Don’t forget the remnant sale that still needs to proceed. That will take some time. I look forward to see what’s up for grabs. Awesome stuff. Hula Hula cuckoo Penny , I wonder who will compete against Oakridge Boys. Hula Hula cuckoo Penny
Can’t wait to see what bankruptcy trustees say next year, I look forward to the spin. Hula Hula Cuckoo Penny
2025 is the year for change. 2024 is just a transitional year of allowing the late comers in with big discounts. Hula Hula Cuckoo Penny
Bruce. They are private so they don’t have to do much. I look at the world as a whole. So they are working on China stuff. Don’t care about what they are doing in USA. They have done no filing with Naya. At least that we know of. Lots of surprises coming next year. Non-Binary deal so they don’t need us for anything with Naya merger. Recapitalization possibly. ESHA will be a great addition in second half of the year. I still think it’s Cytovia’s deal but maybe it goes to Naya. But why? Naya will be public. Right people. lol. Let’s not forget Satellos and there future deal. They have 55 million just sitting in their coffers. All their shares are just sitting in trust. They couldn’t do shit for 36 months. Loved the timing of that arrangement. Hilarious. I wonder who the parent is in the Naya reverse merger. 2025 is the year of liquidity. Delays will be coming. I feel it in my bones. Hula Hula cuckoo Penny.
Trader59, someday you will figure out how Cytovia was funded with SPAC and how it was also used to get those pieces of shit in at the last moment for few bucks a share. Soon you will learn all this and go, wow, that Penny guy knew his shit and killed the is deal with just his little pinky. You will also learn just how dangerously good this crazy guy is. The art of misdirection is how the game is played. I am what I want you to think I am. Stay you. Hula Hula Cuckoo Penny
You never read that and you never read the Definitive proxy statement. Not my fault you are focusing on too much. Not my fault you never educated yourself with this deal. It pays to remain focused. You’re the multi-tasker. Maybe you will get lucky with your other trades. Sucks to be a trader. I prefer being a Long investor. One deal at a time for me. Better luck next time . I will just keep saying that to you. Better luck next time. Maybe you’ll win like me. I’m a huge winner here. Massive. Keep fighting the good fight. Hula Hula Cuckoo Penny
Hey Trader59. Is this as good as Bioamber Inc? So many interesting investments you have or don’t have. You are a busy person. I only have one thing to focus on. How do you manage all that stuff? You must be super and multi-tasking. Good for you. Great work. I just focus on one thing. Too old to go back and forth. Best to you. Hula Hula Cuckoo Penny
What a great day people. Hope you all are having an amazing week. Hula Hula Cuckoo Penny
Yes that’s what exactly what they said. You just don’t know how to read. Not my fault. They are long gone, merged with Cytovia and then came the name change which was triggered by a merger. All in the deal. Thanks Iisleworth. Soon I will be thanking ESHA, Just read the deal again or not. Don’t care what you people think. You’re no one but a disgruntled board member. Be well. Have a great day. So good to be me Who really knows what it’s like being you. Have a very Merry Christmas ! Life is good. Hula Hula Cuckoo Penny
Let’s say Naya ( private company) merges with INVO ( public reporting company) , not a public shell like Isleworth. Let’s say they do this. They will need some sort of sponsorship mula cause they sure won’t be getting it through a RM. Maybe, just maybe Naya will get some money for ESHA SPAC. At the same time, there is some possible money coming in behind Satellos with that recent 55 million in financing. Hmmm. Maybe Cytovia won’t need the financing since Blackhead and Whitehead said they could easily get more financing if they wanted it. That could be all posturing but still maybe there is a bit of truth there. So maybe, just maybe ESHA is going to sponsor Naya after they absorb Satellos etc. Very interesting stuff here people. Who knows. Not me. I know nothing about nothing. Hula Hula Cuckoo Penny
Great work Trader59. I’m glad the SPAC dissolved and name changed to Cytovia Therapeutics Inc. So good. Great work Trader59. Great DD. Hula Hula Cuckoo Penny
I like the idea of getting Pro Rata shares in each business. It sounds so much better than only getting shares in one business. Stay tuned. Who knows. Not me. Hula Hula Cuckoo Penny