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A great thing here people is that with the interests rates being higher, company valuations will be shrinking. This is great news for us. The real truth is here to stay for a while. Fundamentals and mergers will be the way to grow and monitor growth. Hula Hula Cuckoo Penny
Stay you people. 2024 will be pivotal. Some are so lucky to be here. Thank your lucky stars I never bought your shares. Pray as I do for lots of temperance and patience to get you through the next few obstacles. 2025 will be a great year. Hula Hula Delusional Cuckoo Penny
Bruce. What’s good stuff?! Hilarious. Pathetic. Keep talking……. You all stay on your side of the street. I’m comfortable with my Latte on my side of the road. It’s called the high road doing my own DD. I always win. Knowledge is power. Hula Hula Cuckoo Penny
Who doesn’t like the Up-C. One of my favourites. Love to share. Hula Hula Cuckoo Penny
The Up-C Structure in IPOs
Basic Features
The umbrella partnership - C corporation structure (“Up-C”) is an indirect mode for an operating partnership to conduct an initial public offering (“IPO”). It derives its name from the Up-REIT structure, widely used by real estate investment trusts since the 1990s. An Up-C is composed of two entities: the parent company, which is a C corporation (“PubCo”), which will be organized as a holding company, and PubCo’s subsidiary, which is the then-existing operating partnership, usually structured as a limited liability company or a limited partnership (a “Flow-through Entity”). The Flow-through Entity’s capital structure will be modified by reclassifying the interests of its original owners (“Original Partners”) into a new class of interests that is exchangeable for PubCo common stock. The Up-C structure makes it possible for the Flow-through Entity to undertake an IPO while maintaining its partnership status, principal assets and operating business. Private equity-backed and venture capital-backed companies generally favor the Up-C structure because these financial investors often use flow-through entities to hold their interests in portfolio companies. The Up-C structure is a convenient tool to offer the portfolio companies’ shares to the public through an IPO.
Tax-Free Reverse Triangular Merger
Depending on how the deal is executed, a reverse triangular merger can be either taxable or nontaxable. If it is taxable, then it is treated as a stock purchase as described above. On the other hand, it can also be structured as a tax-free reorganization if it qualifies under Internal Revenue Code Section 368(a)(2)(E). A myriad of complex requirements must be met, including the following:
The acquirer must control (the subsidiary immediately prior to the merger;
After the merger the target company must hold substantially all of its assets and substantially all of the properties of the subsidiary; and
The target company’s shareholders must exchange stock of the target company constituting control of the target for voting stock of the acquiring company.
Very generally, “control” is defined as stock possessing 80% of the voting power of all voting stock classes and at least 80% of shares of all other classes of stock.
In addition, the transaction must satisfy the “continuity of business enterprise rule” (i.e., the entity must continue the target company’s business or use a substantial portion of the target’s business assets in its business) as well as the “continuity of interest rule” (meaning that the shareholders of the acquired company must hold an equity interest in the acquiring company).
In other words, in the tax-free version, the shareholders of the former target company receive voting stock of the acquiring company in the exchange. By contrast, the shareholders will receive cash in a taxable reverse cash merger.
So don’t expect any real liquidity for a very long time. Type C deals from here-on one after another. Financing is the only way until collaboration comes to a head and Build and Buy strategy is completed. Liquidity will be there but you should never sell anything that lands in your account. It will be hard not to sell but don’t. Just don’t. Finance at the very best of your ability. Patience is key. I know it sucks, and it really does suck my legit high road Longs but this is what you have to do to win here. There is no choice if you want to play this all out. The only plus here is that you will start seeing your foundation grow. Hula Hula Cuckoo Penny
The only winners are the management in INVO or inside shareholders that knew of this deal and are trading on inside information. Those people are shit bags. The fact that they are changing the articles of incorporation shows exactly what the intentions are. Teper is controlling the entire deal. No one is doing this deal but one person who holds the quorum in this deal. Soon a business will be expiring soon. Hula Hula Cuckoo Penny
So first phase was a mixture of a divisive D,F and G Type and now an acquisitive C Type which is supposedly the first of many to come. General scheme to me is to bring more crooked investors into backend of the deal diluting Longs through squeezing out minority shareholders in target but sadly screwing the Long zombie acquirer shareholders during the process. Of course all is done on a tax free basis which has been known throughout the deal and ultimately doesn’t help me period. No problem. I’m a better man for it. Hula Hula Cuckoo Penny .
Now you may ask yourself what type of reorganization is occurring now. Well I have the answer for you. Is it A, B or C.
C Type is the likely scenario in this latest merger being that it’s a stock for assets merger. Tax free of course. So lots more to come. Nothing gained. Long road ahead.
Hula Hula Cuckoo Penny
This explains why they are changing the voting requirements in articles of incorporation.
2. Generally, for reverse triangular reorganizations under IRC Section 368(a)(1)(A), the consideration paid to the target firm must be voting stock of the acquiring firm without exception.
Tax-Free Reverse Triangular Merger
Depending on how the deal is executed, a reverse triangular merger can be either taxable or nontaxable. If it is taxable, then it is treated as a stock purchase as described above. On the other hand, it can also be structured as a tax-free reorganization if it qualifies under Internal Revenue Code Section 368(a)(2)(E). A myriad of complex requirements must be met, including the following:
The acquirer must control (the subsidiary immediately prior to the merger;
After the merger the target company must hold substantially all of its assets and substantially all of the properties of the subsidiary; and
The target company’s shareholders must exchange stock of the target company constituting control of the target for voting stock of the acquiring company.
The main reason for all this……..
the transaction structure makes it easier to squeeze out minority shareholders. Sucks to be in the minority.
It pays to be me. Hula Hula Cuckoo Penny
Just learned that certain types of reorganization rules can overlap. Makes sense to me. As long as IRS guidelines are respected then all is well. I like Type F, G and D reorganization strategy combined to get the job done. . Hula Hula Cuckoo Penny
Type F: Identity Change
The IRS defines Type F reorganization as one corporation changing its identity, form, or place of organization. This reorganization typically applies when companies change business names, the state where they do business, or make changes to its articles of incorporation (corporate charter), and where there is a transfer from the prior company to the new corporation.
Type G: Transfer of Assets
These reorganizations involving transferring all or some assets of a company that must file bankruptcy to a new corporation. Type D rules for distribution are used to distribute the controlling company’s stock and securities to the former company’s shareholders.
The only reason a spin off is possible is because of the FLS which I shared with everyone years ago. They followed up to that FLS saying they were doing an asset sale which could mean many things. Either way, you people can keep spinning your wafting bullshit to whomever but don’t ever think you are fooling anyone. I for one couldn’t care less what the fuk they do. I am holding 17 plus million shares and I am very comfortable where I stand. You keep saying what you want. Keep spewing your nonsensical statements and I will keep voicing my thoughts and truth as usual. I love your statement that it must be called to effect or face significant legal reprisal. Hilarious. What a joke. What - A - Joke. Stay you. And you. And you. And you. Hula Hula Cuckoo Penny
Spin off terminated.
There’s also lucky G type reorganizations. Those types are always promising to shareholders. Hula Hula Cuckoo Penny
Let’s also not forget restructuring reorganizations like Type F. So many types. Hilarious. Hula Hula cuckoo Penny
I also like acquisitive reorganizations. They are fun too. Hula Hula Cuckoo Penny
Love a good Type F
Type F restructuring: A simple formality change to the corporation. This involves a change in identity, form, or location of the corporation under IRC § 368(a)(1)(F). For example, changes in the state or jurisdiction of incorporation generally qualify as Type F reorganizations.
Please educate me my clever people. Please teach me. hula Hula Cuckoo Penny
Maybe it’s a Split off. Better yet. Maybe it’s an equity carve-out. So much to think about. Divisive D provides so many options. Exchange or don’t exchange. Spin off is still a great way to go. Who knows. Not I. Not me. Still learning and still coping according to some folk. Hilarious. Hula Hula Cuckoo Penny
I still think Split up is possible.
Split-up
The distributing corporation contributes all of its assets to two or more controlled corporations. This is done in return for stock of the controlled corporation. The stock in the controlled corporation is then distributed to shareholders in a single liquidation event of the distributing corporation.
Immune pharmaceuticals New Jersey is in bankruptcy being liquidated. Reseated Nevada Immune company is what I own. Still own it until all is done. Sorry you lost all your money and was a foolish person selling all your shares to me. I’m the last guy you should have sold to. I’m the Grinch. Such is life. Thanks for your shares. You lose. I win. I look forward to buying more of your shares. Hula Hula Cuckoo Penny
Wrong again Bruce, Mike, Trade59 and whoever else continues to pay to play. I have known from day one that this is reorganization / spin off / whatever they had chosen to go forward. Why would I buy in the bankruptcy if I had had not known. What a joke. Hilarious. Many foolish people until the end. I have helped all of you and so many other undeserving people get to where they are. I won’t be helping anyone ever again. That’s one lesson I have learned. I hope you sell so I can buy all your shares as well. I love your thinking. I so love my genius ability to have bought in on the ground floor with rights offering back in 2014 through 2017. What a joke all of you are. Pathetic how some folk just don’t understand what’s happening and how good I am. I’m so good. 17 million shares you awesome folk. Don’t you ever forget who is the Boss here. I always win. I am the one that knew exactly what was happening. I’m no insider so I can’t know exactly like some of the crooks on these boards. I don’t have insiders feeding me info. I don’t trade on tips or inside info. I am not a crook. I did all of this without the help from anyone. Next time don’t forget what side of the street you walk on. You certainly don’t walk on my side. The right side. Hula Hula Cuckoo Penny
I’m wrong. It’s not a split up. It’s not two groups of owners running two separate businesses. I think this Divisive D reorganization butterfly business is still very much part of a Spin Off plan. Nothing changed. I was lumping all into a D reorganization. This should be treated like CP Rail company. Teper is just spreading the assets out to each individual company but remaining the owner of each company. I see what he’s doing now. Crazy process but I’m sure he’s having a blast. I would enjoy that process as well. Good for him. Well done Teper. Just don’t like the time it’s taking to do everything. Hula Hula Cuckoo Penny
I think Teper is going to be at the convention in January for a little meeting with Wuxi Biologics. They are going to be there. Maybe not. It’s the only name on the list with a connection. Could also be a great place just to shake a few hands and get some deals done. Hilarious. All speculation. Hula Hula Cuckoo Penny
I guess you, Bruce and the rest of the clan are just sticking to what you know best. Nothing! It’s not your fault. Don’t lose one wink of sleep. Not everyone is born bald and beautiful like me. Stay foolish and naive. Suits you guys. Love it. Thankfully I worked hard and destroyed this deal using my giant sexy brain. Made this investment my toy. I’m going to do so well here. Incredibly well. Try not to be too envious of my holding that’s compounding by the minute. You still have to work 8 to 5. Boo hoo. Good to be me enjoying the good life. Merry Christmas. Enjoy the holidays. Hula Hula
Bruce and Mike are going down the rabbit hole together. Quite funny. Hilarious. Keep up the good work. I hope you guys keep flapping those lips in the wind. You guys have absolutely know understanding of how things work. Keep spreading those lies. I look forward to future updates. I can go head to head with anyone. Please keep it coming. Hula Hula Cuckoo Penny
Merry Christmas Mike and Trader59. Two peas in a pod. You’re hilarious. Keep it coming. Hula Hula Cuckoo Penny
At the end of the day Bruce, I’m more interested in this BK case and how they get their final decree. Obviously extensions are gone with the wind meaning that all assets have found their proper place. No more worries or protection controls needed here. So that’s a good thing. Distribution process can take time. It’s very clear that they don’t have the funds to appease the creditors. So I guess they’ll have to figure out a method to get everyone happy again. Not concerned. The method is in the plan. This crazy newbie is just learning as he goes along. Hula Hula Cuckoo Penny
At the end of the day, Cytovia remains private and bankruptcy is being delayed to help Teper complete his master plan. Naya shares will be good. Cytovia shares will also be good. But I really like that boot. The whole deal is split up. They are using controlled companies to distribute the shares to Longs. This is the way that no recognition is given to the distribution. Very slick. That 5 year waiting period post distribution is the crazy part. That’s a great piece of information to remember for the next deal. They aren’t all the same but still good to know for future. I agree that Divisive D is likely. But I disagree that it just stopped with Cytovia. I believe this whole deal is all encompassing and it also involves Naya. Cytovia is a controlled company and so is Naya. Both new companies controlled. Immune will liquidated as planned. Immune Pharmaceuticals Nevada and its Bert assets were sold to Alexion. Don’t forget, I won’t, that Ceplene was to be brought back into the picture once all was completed. Noventia is just the custodian for Ceplene and that combination drug will be back into Cytovia’s asset chest. In the filings they mentioned that Ceplene would not be sold. So I take them for their word which was in SEC filings. So I disagree with you. This is more of a split up in my view using two seperate controlled companies to distribute the shares to Longs. It is a Divisive D but it’s not a one trick pony. The boot is where it’s at. Nice to know that I will have two sets of shares. At the same time I also believe that there is a a bigger plan here. This Astra collaboration still has yet to be fully revealed. I look forward to seeing Cytolynx involvement. ESHA deal will be great same goes for Satellos. We still have so many deals that need to be completed before any benefit to us Longs. Sucks but that’s the way the ball bounces. Hula Hula Cuckoo Penny
Yes. All is becoming quite funny to me. No extensions meaning all assets are where they are meant to be. Everything is in its proper place. And yea Teper has that 33 percent of the shares and is able to make things go according to his plan. They don’t need any shareholders to make things happen. Nothing can be recognized or realized until the end. I really like the Idea of getting two sets of shares and some Astra bootie. Of course that’s if my assumption is right based off all my speculation. Court needs to figure out whats happening next. February March is mostly scenario. January is holidays. Spinoff or Split up is great with me. Looks more like Split uo strategy. But I don’t know anything about anything. I just keep guessing until the end. It’s all part of grand plan. I just know that I’m going to be doing very well in the end. I also know that eventually they will have to start distributing sooner rather than later. Can’t wait for my bootie. Hula Hula Cuckoo Penny
1/3 only. Nice. Hilarious
People are making changes.
On December 12, 2023, the board of directors of the Company approved changes to the Company’s bylaws, pursuant to which a quorum for a shareholder’s meeting will, as of the effective date of December 12, 2023, constitute one-third of the shares entitled to vote at a meeting of shareholders.
Hilarious Mike and Bruce character. You are making me laugh. Sec filings are all off. Yup all of them going to prison. You are so hilarious. lol. Love the tenacity. Soon all will be going down the toilet. The only winner is Letterpenny. The guy that will be so much richer after this deal. Already rich but I will be stinking rich when all completes. Hula Hula Cuckoo Penny
Never mind, you were just saying garble. Good to know he’s in town for that event. Lots of people live in that sewer city. I believe Teper has spent lots of time in that area. I know he loves San Diego, New York, Florida. London, Germany, Switzerland, Belgium, France, Luxembourg. You must have a tracker on him. Hula Hula Cuckoo Penny
Bruce. Who told you this? I don’t see any companies that are controlled by Teper that are in attendance. I don’t see Tepers name anywhere. Do you have a tracker on Teper? Why would he go other than to just relax and enjoy the show. It’s a do nothing show. Hula Hula Cuckoo Penny
So cool.
In a Section 355 divisive transaction, a corporation usually distributes stock of one or more controlled subsidiaries to its shareholders without gain recognition at the corporate or shareholder level.
Sadly I’m Canadian. That’s ok. I’ve gone through my grieving process. Hospital said I was free to leave. Back to normal. Hula Hula Cuckoo Penny
I think D is where we’re at thanks to the reorganization plan. I also like this. So. Good
(B) Stock acquired in taxable transactions within 5 years treated as boot.
For purposes of this section (other than paragraph (1)(D) of this subsection) and so much of section 356 as relates to this section, stock of a controlled corporation acquired by the distributing corporation by reason of any transaction—
(i) which occurs within 5 years of the distribution of such stock, and
(ii) in which gain or loss was recognized in whole or in part,
shall not be treated as stock of such controlled corporation, but as other property.