Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Spin off combined with a dash of Type D, F and G reorganizational features. Could it be. Who knows. Not me. Hula Hula Cuckoo Penny
I wonder if there is a need for an update with Isleworth. Probably not. Don’t matter to me. 2025
So much has happened. Hula Hula Cuckoo Penny
2025 will be a great year. Turning 50 folks. Look forward to it. 2024 is just another boring transitional repositioning year. The only good thing is Trump will take the White House and Senate will be controlled by Republicans. Then 2025 will roll around and kick out Trudeau and elect Conservative Party. Good times. Hula Hula Cuckoo Penny
April 27, 2022
Cytovia signs business combination agreement with Isleworth
Unconditional offer in relation to acquire the public entity
FORT LEE, VA / ACCESSWIRE / March 29, 2021 / Immune Pharmaceuticals Inc's (IMNPQ), (FZRQ.F) has received an unconditional offer to take over the public company.
Great to know. Especially that 5,000,001 deal thing. Interesting stuff. That explains why they knocked it all down to 5,000,000. Good planning. Loved that thing about 2021. Especially 2021 they said. Crazy stuff eh folk. Too sexy for this shirt. Hula Hula Cuckoo
Deadline Extensions for De-SPAC Transactions
The vast majority of SPAC charters contain a deadline by which a SPAC must complete a business combination. If a SPAC has not completed a business combination by the deadline, the SPAC must cease all operations except for the purpose of winding up. In that case, SPACs are required to return the funds remaining in the IPO trust account (net of any amounts permitted by the charter to be removed for taxes and dissolution expenses) to public stockholders via redemption. To avoid this result, SPACs that are approaching their deadline can seek to extend their deadline by obtaining stockholder approval to amend their charter and obtain more time to complete a business combination.11 In order to compensate public stockholders for the additional time requested, SPACs often offer to deposit additional funds into their trust accounts on the theory that eventually (upon completion of a business combination or a later dissolution) public stockholders will have the opportunity to acquire these funds via redemption.
The first quarter of 2023 remained on trend with many SPACs seeking such extensions. Extensions have become more common as many SPACs that were formed during the SPAC boom years of 2020 and especially 2021 are now approaching their deadlines.
When a SPAC seeks shareholder approval for a charter extension amendment, it is obligated to offer public stockholders the opportunity to redeem their shares upon adoption of the amendment. However, SPAC charters also provide that no redemption may occur to the extent that it would result in the SPAC having less than $5,000,001 in net tangible assets.12 When the number of stockholders exercising their redemption rights is high, it can lead to a “catch-22” where a SPAC has the votes necessary13 to effect a charter amendment for an extension, but the number of redemptions would reduce a SPAC’s net tangible assets below the required amount. In that case, a SPAC may be legally unable to adopt the amendment necessary to extend its deadline, and the SPAC would be forced to liquidate instead. SPACs facing this situation have undertaken a variety of maneuvers and transactions designed to avoid this result, including entering into non-redemption agreements with certain shareholders or forward purchase agreements with new or existing investors, seeking waivers to significant deferred liabilities and obtaining additional capital from the SPAC’s sponsor. These strategies have differing advantages and disadvantages and there are many factors to consider, not least of which is the SPAC’s ability to satisfy the continued listing requirements of the NYSE or Nasdaq and its prospects for timely consummating a de-SPAC transaction. The best course of action for any particular SPAC considering an extension will depend on the SPAC’s objectives and the surrounding circumstances.
Cytovia needs some money. Hopefully they can get some next year. Hula Hula Cuckoo Penny
How long to De-SPAC? Is it 2 years , 3years, 4 years. A birdie told me that there’s a 2 year process. Who knows. I sure don’t. Do you. Hula Hula Cuckoo Penny
What is de-SPACing? De-SPACing is a merger transaction that allows a specialized shell company, called a SPAC, to put its money into a private operating company that will then trade in the public market. Once the merger is complete, the operating company becomes the surviving entity and the SPAC dissolves.
Measurement period should be up for this Isleworth deal that’s still pending from 2022 April deal. April / May will interesting. Who knows. I know nothing. Then you have the regulatory authorities needing to make some decisions as well regarding this bullshit reverse merger. One big scam to me. Again. I know nothing. I’m just going to keep spewing my thoughts until stuff is figured out. Hula Hula Cuckoo Penny
This deal with INVO is simply a non-binary deal. Don’t you love how Teper asserts that little piece of info right at the end of the webinar. Hilarious. That guy has full control as a controlling shareholder of Naya. The whole point of making an investment in INVO is to have a controlling position. It’s not science. He gives up certain rights in doing this non-binary deal but that means dick to him. It means nothing. This whole Naya deal is just a way to get more financing for Cytovia and to allow more LATE TO THE PARTY crooked PE investors into the company at a huge discount. That’s just the way the ball bounces I guess. I wish I was Bloom. Those jerks got in right at the end. Lucky bums. Hula Hula Cuckoo Penny
Bruce. Cytovia has been in a triangular reverse merger for a while. I believe it’s still pending right. There is no timeline or restriction with private companies and shell companies that are set up as financing vehicles. There are zero deadlines. They go until the deal is done. https://application.matterhorndata.com/transactions/shared/926e501e5837c58d17510f8d4bc3dd141b11
Just in case you didn’t understand what I meant by non-binary.
https://scholarship.law.upenn.edu/cgi/viewcontent.cgi?article=1638&context=jbl
I hope my teachings helped you Bruce to understand how long a reverse merger can take. I understand that it’s hard to figure this stuff out with all the false information uploaded on the internet. You also have to understand how “discount rates” shoot up when interest rates are high. So lots more deals happening these days. The window won’t be open for the too much longer. Discount season is amazing right now. Enjoy. Hula Hula Cuckoo Penny
Business model isn’t binary. Holarious. Hula Hula Cuckoo Penny
I love how Teper discusses INVO fertility. It’s foreign to him as you can tell by how fluent he is discussing it. I will give him a C+ for effort and A+ for showing business purpose and desire for continued interest. All bullshit but well done. Hula Hula Cuckoo Penny
The only plus in that webinar is that Astra is showing interest. Possibly partnership in 2025. Teper if you remember mentioned that those other mergers will be made post current merger completion. So we have a ways to go. Fall of 2024 feels promising. Hula Hula Cuckoo Penny
Teper said in webinar that they did not start Cytovia until late 2019. So lies right to the end. So 5 year continued interest mark will not be June 2024. It will be later in 2024 which will be great for ESHA money coming in. So all fucking lies by asswipe. Hula Hula Cuckoo Penny
This part below in LinkedIn is bullshit.
Daniel Teper
Executive Chairman
CYTOVIA Therapeutics,Inc
Jun 2019 - Present 4 years 7 months
Cambridge, Massachusetts, United States
Hope this helps regarding quorum change thanks to Teper the Snake.
“The end result is the same as a pure stock purchase, but reverse triangular mergers offer the advantage of requiring only the approval of a majority in interest of stockholders (unless a higher percentage is required by the target companys governing documents), subject to statutory appraisal and dissenters rights, instead of the approval of all stockholders (or at least a sufficient amount of shares to qualify for a follow-on short-form merger).”
RLK. We also have the merger agreement to rely on. Lots of fluff and misdirection in that baby. And you are right. Can’t trust Teper one bit. Not one bit. I wish he was in that Gaza battle. Guys like him don’t deserve to walk this earth. So many people like him. Not worth thinking about them. He has done nothing for shareholders. He is a lying sack of shit. End of story. Any ways. Life is good. Be happy and enjoy the holiday season. Hula Hula Cuckoo Penny
I also don’t believe there is any ticking fee attached to this deal. So no real preventative measure to stop Teper from slow walking this deal. Yes there’s the million dollar termination fee but that’s just the price of doing business if this is terminated like Isleworth. The more I think about the deal the more I just don’t give a flying fuuuuuk about it. These guys are on a different playing schedule. There is no value in any of these small deals. No proof. All intellectual assets that have zero proof of anything. This is just pure bullshit. ESHA is real money that will help Cytovia out with its clinical work. Stay tuned for that. I can see this merger being left open until the chickens come home to roost. Hula Hula Cuckoo Penny
Great information eh Bruce.
The bona fide needs rule is one of the fundamental principles of appropriations law: A fiscal year appropriation may be obligated only to meet a legitimate, or bona fide, need arising in, or in some cases arising prior to but continuing to exist in, the fiscal year for which the appropriation was made.
This makes sense to me Bruce. Hope it helps you out. As you know, the acquirer is required to meet a bona fide needs rule. If legitimate needs arise in the fiscal year of the reverse triangular acquisition, a fiscal year appropriation may be obligated to be met. The acquirer will have rights to the assets and the liabilities of the target company, as well as retain their identity and business contacts. The acquirer will be required to continue with the business of the target company or utilize a reasonable part of the assets in their operations. The acquirer may also qualify for a tax-free merger if the shareholders of the selling company hold stakes in the acquiring firm.
So hope that gives you some idea of how long this can go on for. Hula Hula Cuckoo Penny
And yes Bruce, they wanted to do a reverse triangular merger. That process can take as little as 30 days. Or put to 4 months to complete. As we all know they can make things last longer based on their desire to complete the deal. Hula Hula Cuckoo Penny
Crazy as it sounds, I love the journey and all the parts of the deal. I’m now more interested how the Trustees spin everything. Remnant sale will be awesome whenever that starts. This bankruptcy stuff is super interesting to me. Love the courts. Watching John Kirkland in action was a real thrill. He’s a pretty funny guy. Hula Hula Cuckoo Penny
Bruce. It takes 1 month to 4 months to complete reverse merger. So these guys are taking their time. There isn’t any real need for them to go public. I figure they will just do another Isleworth scam and roll in the new shareholders. Who knows. These guys could do anything. So many PE backed companies wanting to list and get their money out. I think some folk are just tired and willing to take the lower valuations. Not I senor. I didnt wait 9 years for chump change. Fuuuuuuuk that idea. Any ways. Nothing will happen either way until summer and then some. Of course if the merger does take off then that would be positive for some people. Not me but some people. Hula Hula Cuckoo Penny
One more thing. Think about it. It won’t take much effort. They couldn’t finish INVO merger by year end. They now have extended to first quarter. Now hold that in your mind. Teper said they have other mergers lined up after this INVO merger. Well that BIG HOPE strategy was based on INVO completing merger by year end. Ok now hold all that in your mind. Now at this present moment we are out three months on Merger that’s tentatively closing with INVO. Now take us out another 90 days to complete the share cancellation. Now ask yourself where this second or third merger comes into play when they can’t even complete a merger until after Spring and does this 90 day extension affect any future subsequent merger. I think we will see a possible second merger with Satellos in second half of 2024 year and then at the very end of the year if not Spring of 2025 we will have a merger with ESHA. These guys are slow as hell and are in absolutely no rush to get this done. If I am right. I see liquidity coming second half of 2025 in October / November. Remember, I’m not including all the needed time it takes to liquidate and have shares absorbed etc. These processes take serious time to complete. If the company does the usual and terminates deal and absorbs new investors then I see the same thought process being applied. These guys can’t handle two mergers at once. No way. No how. Any ways. Chew away. Lots to think about if you care like me. Hula Hula Cuckoo Penny
If the deal closes in Spring, all shareholders will still need to wait another 90 days to get shares cancelled out. That alone will take time and will be done during the summer based off the 90 day delay. All could take even longer. I still believe all will be terminated like they did in the past. Who knows right. lol. Hula Hula Cuckoo Penny
What’s funny here is that they just aren’t in a rush to do anything. A tiny deal with INVO takes 5 - 6 months to complete or shall I say terminated. Either way these guys will diddle for a while yet. Look forward to seeing the Satellos deal this Spring. Termination should come quicker for that one. Need to get all tidied up for second half closer with ESHA being the financier for future clinical trials. We should see them start up everything in February. January won’t be anything exciting. The court news is what I’m interested in. I curious to how they get more extensions and what happens with Trustee and how he spins things. Should see some court news in second half of January or later. There really isn’t a need for anything to come out. Creditors are happy and they are in collusion with Teper so there’s really no pressure to do anything. There’s only one instalment that needs to be paid. Court doesn’t even believe that everything needs to be paid at once. First instalment has been given 4 months to complete and that’s if Trustee is even willing to transfer. So just remember that it could take several more months for the second instalment. Then you have months to wait for remnant asset sale to complete and decree to follow. I think all should be completed by 2025 Spring. That’s cutting it close but I think it can be done. Well know better by end of 2024. Hula Hula Cuckoo Penny
Merry Christmas to you as well Lyneborg. Hope you have an amazing 2024. Hula Hula Cuckoo Penny
That the exact answer I was aiming to get from you Mike. Great work bud! Proud of you. Consistency is key. Keep it coming. Hula Hula Cuckoo Penny
I was also going to say Mike that next year is going to be so brutal on so many good people and their homes. I’m going to hate watching that. People better buckle up cause those rates won’t be coming down as quick as they want. Mortgages will need to be renewed at the present rates. People renewing this year won’t be able to use the rate cuts and it’s going to be insane. It gives me a huge pit in my stomach knowing what’s to come. Only saving grace for some is deflating prices but even then it’s going to be vicious. Policy rate cuts will not drop mortgage rates as quickly as they want. 2025 renewers will be better off but still not so much better. Any ways. Just feel bad for them. It sucks to see these things coming before most do. Knowledge is power but sometimes having that knowledge sucks. lol. I hope everyone I know on these boards aren’t feeling the crunch. Big waves ahead in 2024. Stay positive. Stay strong. Just one more year to go. 2025 will be a much better year. Hula Hula Cuckoo Penny
Unfortunately Mike so see no strategic buy out until 2025. I see no IPO and no exits until 2025. I think 2024 is just going to be status quo. More delay and more preparation and building until PE feels more comfortable with rates possibly being cut in second half. I think people are over reaching for the first half. Just my opinion. I think Feds aren’t going to act as quickly as some might like. Who knows. I see Cytovia remaining silent and being quiet and private. I see Naya just building next year providing zero liquidity for shareholders. Starting to believe Naya will just build through INVO, Satellos and then finance and recapitalize with ESHA. Then eventually 2025 NAYA and Cytovia will merge leaving ASTRA to buy remaining shares and take the full package. Pretty confident this is how it plays out. No financing for anyone until 2025 and until opportunity of liquidity presents itself. At the same time no one will need the financing once Astra completes its part of the collaboration. It would’ve been so nice to have some of that liquidity. So many great deals to be had. Sadly it won’t happen. Still looking forward to a great productive 2024. Not looking forward to paying disqualified share tax again. Argh. That’s just throwing money out the window. lol. I don’t think you Americans have to do that but us Canadians do. I will be looking forward to palm trees in the Spring. That will be a nice distraction. A slow start to the year for many. Look forward to election. So excited. Hula Hula Cuckoo Penny
Hope you win big at the slots Mike. I hear Reno is beautiful this time of year. Hope you’re having a truly lovely Christmas holiday. I wish you to have continued grace, patience, wisdom and strength until the blood stops flowing through your veins. Never give up and keep fighting the good fight. Hula Hula Cuckoo Penny
New Jersey Immune good bye and hello to Nevada Immune, CytoviaTx, Isleworth Healthcare, Naya Bioscience, Satellos Bioscience, ESHA and probably many more to come. Build Build Build……… Hula Hula Cuckoo Penny
Make sure to keep eating your wheaties Mikey. You will need the energy. We have many more years to go with this investment. Lots of mergers to come without any liquidity. Get your scissors and glue ready. Keep up the good work. I own Cytovia, Immune, Naya and soon Invo. Then I’ll own Satellos and ESHA SPAC. lol. Keep it coming. It’s music to my ears. Hula Hula Cuckoo Penny
Mike. An A+ for effort but all that stuff is hilarious to me. All part of the plan. Your approach is hilarious. I love silly people like you. Keep trying. You get a smiley face sticker. Hula Hula Cuckoo Penny
Cancellation of Shares. At the Effective Time, all shares of Company Capital Stock will no longer be outstanding and all shares of Company Capital Stock will be cancelled and retired and will cease to exist, and, subject to Section 3.1(a), each holder of: (i) a certificate formerly representing any shares of Company Capital Stock (each, a “Certificate”); or (ii) any book-entry shares which immediately prior to the Effective Time represented shares of Company Capital Stock (each, a “Book-Entry Share”) will cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration in accordance with Section 3.2 hereof, (B) any cash in lieu of fractional shares of Parent Class B Common Stock payable pursuant to Section 3.1(e), and (C) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Capital Stock in accordance with Section 3.2(g).
Great to know……..
So in the summer of 2024 things will balance out . Hula Hula cuckoo Penny
(c) Within ninety (90) days after the Closing Date, the Parent shall prepare, or cause to be prepared, a written statement that provides a good-faith estimate of the actual Closing Liabilities as of the Closing Date (the “Final Closing Liabilities”). If the Final Closing Liabilities are greater than the Estimated Closing Liabilities, then the pre-Closing shareholders of the Company shall be issued additional amount of Merger Consideration, so that the aggregate Merger Consideration shall be (i) as if the Exchange Ratio in Section 3.4(b) reflects the Final Closing Liabilities and (ii) equal to the Naya Merger Shares.