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I also love the Divisive D reorganization……….
Hula Hula Cuckoo Penny
This has an interesting scenario
Split-Up
In the previous two examples, the parent company either gives shares of a new company to existing shareholders or allows existing shareholders to exchange their shares for the new company. In both instances, the parent company survives as a standalone company. In a split-up, the parent company is split into two or more entities, but the parent company is liquidated and does not survive.
Hula Hula Cuckoo Penny
So this is interesting. Pick a card. Pick a card. Hula Hula Cuckoo Penny
Type D divisive reorganizations can take the form of a split-up, a split-off, or a spinoff, whereby a corporation transfers part of its assets to one or more controlled corporations, which then distribute their stock in one of the following ways:
In a split-up, assets are transferred from one corporation to two or more controlled corporations. The stock of the controlled corporations is then distributed to the transferor corporation's shareholders, and the transferor corporation is liquidated. The distribution of the controlled corporations' stock can be made on a pro rata or non—pro rata basis.
In a split-off, certain assets of a corporation are transferred to a newly created corporation in exchange for all of the new corporation's stock. The transferor corporation then distributes the new corporation's stock to one (or one group of) shareholder(s), who are required to give up their stock in the transferor corporation in exchange.
In a spinoff, certain assets of a corporation are transferred to a newly created corporation in exchange for all of the new corporation's stock. The transferor corporation then distributes the new corporation's stock to its shareholders, who are not required to give up any part of their stock in the transferor corporation.
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More consolidation and zombie companies going out of existence next year. Hula Hula Cuckoo Penny
This is what’s one of the key requirements in this tax exemption deal.
“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.”
So waiting 5 years after distribution without a gain or loss being recognized is crucial in this tax exemption scheme. Wow. Crazy how patience is one of the most important attributes one must have to win here. Tis the season. Hula Hula Cuckoo Penny
I would’ve never checked Naya’s trademarks or patents without you indirectly reminding me to do so Mike. So kind of you to bring this stuff up. One must be fully aware of the situation. Simulate Simulate Simulate. Always need to do proper DD. You the man. Hula Hula Cuckoo Penny
No Patent and Trademark application hasn’t been filed for Naya Bioscience. I guess Teper isn’t taking his new business too seriously. I guess the plan was always to find a zombie company and merge shuffling assets and cash around for “whatever reason”. I’m so lost. Hilarious. I’m glad INVO took its business a little more serious. Good for them. I hope all their work was worth the 12 percent management fee they are getting. Hula Hula Cuckoo Penny
No way….cool
The transaction as depicted in this structure chart involves the formation of a new holding company as the primary vehicle to facilitate the combination. The dummy corporations are created by the holding company as the merging subsidiaries, each of which merges into one of the operating corporations seeking the combination. The tendering shareholders of each operating corporation receive shares in the newly organized holding company. This transaction may qualify as a tax-free corporate reorganization under IRC § 368(a)(2)(E). However, provided the shareholders of the combining corporations together receive at least 80 percent of the stock of the holding company (thereby satisfying the IRC § 368(c) “control” requirement), the transaction can qualify as a tax-free incorporation transaction governed under IRC § 351. See Rev. Rul. 84-71, 1984-1 C.B. 106.
Yikes…..
A double dummy structure chart involves the following steps:
The acquiring corporation and the target corporation form a holding company;
The holding company then forms two dummy corporations for purposes of merger;
The dummy corporations merge with and into the acquiring corporation and the target corporation, respectively; and
Shareholders of the acquiring corporation and the target corporation who do not want to tender their stock for the holding corporation’s stock will be “squeezed out.”
this explains why warrants were terminated through transaction by the usage of SPACs.. It also explains how there will be huge dilution and reduction in our shares. It actually doesn’t but truth be known this double whammy deal is quite dilutive. The more investors the more dilutive this transaction becomes for us originals. It is what it is. Sponsors must be fucking and sucking Teper and Jean real hard.. Ouch. Them sluts are getting a very sweet deal. And I thought I paid nothing. Those whores get this investment for nothing with little waiting time. https://www.bluej.com/blog/blog-double-dummy-structures-with-diagram-examples
The “Double Dummy” Transaction Considerations
In structuring a “double dummy” transaction, practitioners must pay close attention to the tax consequences. As a general rule, a “double dummy” transaction should qualify as a tax-free transfer of property to a controlled corporation under IRC § 351. Even though a “double dummy” transaction involves the use of mergers, no continuity of business enterprise or limitation on the amount of boot paid to the non-tendering shareholders is required. Contra. IRC § 368 ; Treas. Reg. § 1.368-1(e)(2)(i)-(iii). Practitioners must also be cautioned that the use of a “double dummy” transaction with respect to a special purpose acquisition company, or “SPAC,” does not provide tax-free treatment on the exchange of SPAC warrants.
Thanks Mike for confirming Cytovia Inc is still with Immune. Phew… I thought we lost it. So we still have our share rights with Cytovia Tx and Naya. Thanks for making that clear. I’m not so wise like you. I was a little lost there. I’m woke again. I can see the light. Now it’s just a matter of getting those shares in our brokerage accounts and getting that darn bankruptcy behind us. Too bad we have one more year to go unless they decide to pull a fast one on us. Stay tuned big guy. Anything can happen. God Bless America. Stay you. Hula Hula Cuckoo Penny
Merry Christmas to you Trader59. You will soon learn how good I will do here. The difference between me and you is that I make this look good. Hula Hula Cuckoo Penny
RLK. Thanks for that reminder about that hilarious licensing deal with Ceplene. Oh I remember John was so ticked with that. I give him a Emmy for that performance. That was the shortest licensing deal. Was it 30 days or longer? Or was it shorter? lol Hula Hula Cuckoo Penny
No extension means no assets are safe from circling predators. Hope you negotiated a good deal Oakpoint. I hope you took everything but the kitchen sink. Hula Hula Cuckoo Penny
I look forward to series B when price is right. Next couple years will be great for making certain “types” of investments. Its time to plan another 10 years out for the next world crisis. Hula Hula Cuckoo Penny
Must be no assets left. No automatic stay equals no assets. The whole point is to protect debtor assets. No more stay in my mind equals no assets.
I really hope you smart folk can share here. All you guys do now is bicker back and forth like little school girls. I wish it wasn’t me being the only one that can see what’s happening, It’s lonely at the top. I understand how Elon feels about advertising. I feel the exact same way. I as well don’t need anyone’s help to get where Im going. Sucks to be the ones that don’t have the ability to get where they need to be on their own accord. It’s a darn shame. Look forward to hearing from you Cut and Paste. Look forward to hearing your thoughts on Cytovia and Immune. I only know that a billion plus was invested in Immune in 2021. Loved taking the snapshots of all the buys. Numbers don’t lie. So glad you have your 1000 shares. I have 17 million plus shares, seventeen million plus shares which is just a surrealistic crazy number. It means squat to no one at this time. There’s nothing to brag about as it never came freely. But your 1000 is better than zero. Hula Hula Cuckoo Penny
That means nothing Mike. Absolutely nothing.
You are right RLK. I forgot that they seperated Ceplene thanks to Massimo and Noventia. I forgot that Cytovia used Ceplene to get the NK cells through that licensing deal that lasted that very short period. 30 days I believe. I forget to be honest. I guess Astra will get Ceplene in the end. So much has happened and is happening that I get lost. But I remember all. Just need reminders. lol. Cytovia is still a pure play and I don’t believe Astra has rights to it. Thanks RLK. Hula Hula
Pretty sure all is seperated. Doesn’t mean people can’t come back and want more. Just saying. Hula Hula Cuckoo Penny
I don't believe Alexion owns Cytovia Tx. Just so people are aware. That’s purely my opinion. I know they own 50 percent of Immune Nevada but I don’t believe that gives them ownership of Cytovia which was separated in 2019 with all its “capital shares”. Just saying. Could be wrong but I think the share rights are seperated. Don’t believe they wanted Cytovia. It was Bert that they wanted. Who knows, maybe they wanted Ceplene. Just don’t know it f they have it. Don’t know how this BK shit works. Maybe the rights are with them and maybe I’m up a creek without a paddle. Hula Hula cuckoo Penny.
Hey Mike. Silly question. Who do you think owns Cytovia Tx shares? They need Cytovia Tx shareholders to vote. Maybe you share your thoughts. Another question. Was Cytovia a wholly owned subsidiary of Immune Pharmaceuticals? Once you answer I’ll have a few more for you. Hopefully you get the answers right cause that will lead me to asking you the rest of the questions. Hula buddy. Stay stay focused and watch your grammar .
Mike. Im glad your back to being the negative character. Keep it up. Hula to you. Cuckoo Penny
All companies sit outside of Bankruptcy. So much can happen with bankruptcy. Don’t give up yet guys. They could always pull a fat one over us. Blind leading the blind helps no one. So glad I can see the light unlike so many. There’s a much bigger picture here. Buyout is everything. I still believe two companies will come out and play. Who knows what happens to them down the road. I just know buy out happens after all is separated. Let’s not forget to get tickets to the rate cut parade. Good times. Hula Hula Cuckoo Penny
Maybe all stays private since Alexion is the major shareholder which cancels us all out. Hilarious. They could easily just keep this moving along. Spin Off requirements are a fickle bunch of rules. Section 355 is a real bitch. Distributing shares is such an exhausting procedure. So much to do. I love the momentum you guys going. Keep it up. I prefer all my shit that I post but hey. I like dust that you guys are kicking up. lol. Hula Hula Cuckoo Penny
RLK. You excited about Cholesterol? How does it relate. Or did you post on wrong board? Thanks again for update. Hula Hula Cuckoo Penny
Maybe judge felt disbursement took precedent here and maybe this was all just a ploy to delay the case. And yet I’m puzzled because a stay of extension is used to protect debtor. Maybe there is something that I’m missing here. Hula Hula Cuckoo Penny
So so sorry Mike. I forgot to thank you about reminding me of that Remnant sale that was being seriously negotiated.. How about the licensing agreements with Lonza and any remaining intellectual property. What’s up????? We still need another 90 day extension. This Trustee needs to step on the gas here. Hula Hula Cuckoo Penny
I agree Mike. I don’t know about any completion of any reverse merger. I only know that Alexion purchased 50 percent of the Immune Pharmaceuticals Nevada. I don’t know about any completion. I only know of Alexion deal that took place March 2021. Alexion is controller of Immune. That’s just the way the ball bounced. Give Bruce a break. He’s a young buck that doesn’t know much about anything. Same goes for me. We both just keep giving our predictions. He’s possibly a nice person. Who knows. Being nice is a check for the good right. Keep us honest Mike. We all thank you for your honesty, commitment and real sincerity. Keep winning. Hula Hula Cuckoo Penny
Look forward to see how they get Naya shareholder votes. I can’t wait to see how that’s done without us having any shares sitting in our accounts. Hula Hula Cuckoo Penny
I think Cytovia deserves the ESHA money. Naya can have a baby over my belief but that’s what I think. Hula Hula Cuckoo Penny
Interesting timing with everything. All based around possible rate cut parade. I guess that’s just a coincidence. lol. Hula Hula Cuckoo Penny
Cytovia TX is outside of the BK. Naya Bioscience is outside of the BK. Immune Pharmaceuticals Nevada is outside of the BK. Thats pretty good I guess. Just need shares in our accounts. Hula Hula Cuckoo Penny
RLK. We still need BK to resolve. That’s the key here. Can’t do anything without that Final Decree. No excitement until that’s behind us. Hula Hula Cuckoo Penny
Still don’t believe anything that crook says. I will believe it when all filed. Teper is a pathetic little man that has lied all the way through. I see that continuing for quite awhile yet. But his deception won’t ruin my holiday. Stay tuned. Thanks again RLK. Not a fan of these data drops but good to see things progressing with the cell treatments. Prepress is a good thing. Still believe a much bigger picture is in store for us Longs. Hula Hula Cuckoo Penny
Naya needs a 100 million to make this happen. Maybe ESHA changes their mind and says hello to Naya. Who knows. I sure don’t Wish I did.. But I do not. Hula Hula Cuckoo Penny .
Thanks for update RLK. I guess we will see what happens. They seem to be sticking with the merger plan / spin off plan. 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).
Internal Revenue Code Section 355(a)(1)(A) provides that in order for a spin-off, split-off, or split-up for Section 355 tax-free treatment, the distributing corporation must distribute stock or securities of “a corporation which it controls immediately before the [spin-off, split-off, or split-up].” The stock distributed must consist either of all of the stock of the subsidiary, or an amount of stock constituting control within the meaning of Section 368(c). Under Section 368(c), control is defined as ownership of at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of all other classes of the corporation.
The distributing corporation must distribute either 1) all the stock and securities of the controlled corporation owned by the distributing corporation immediately before the distribution or 2) an amount of the controlled corporation’s stock constituting control and establish to the satisfaction of the Internal Revenue Service (“IRS”) that the retention of the controlled corporation’s stock or securities is not part of a plan having one of its principal purposes being the avoidance of federal income tax.
Overview of Internal Revenue Code Section 355
A distribution of stock or securities in a controlled corporation will be eligible for Section 355 non recognition treatment only if it meets numerous statutory and non statutory requirements.
1. Control immediately before the distribution- the distributing corporation must distribute solely stock or securities of a corporation which it controls immediately before the distribution; See IRC Section 336.
2. Distribution requirement– the distributing corporation must distribute all of the stock and securities in the controlled corporation held immediately before the distribution. See IRC Section 355(a)(1)(D)(i). As an alternative, the distributing corporation may distribute an amount sufficient to constitute control. In such a case, however, the distributing corporation must also establish that any retention of stock was not in pursuance to a tax avoidance plan;
3. Trade or business requirement– both the distributing corporation and the controlled corporation must be engaged immediately after the distribution in the active conduct of a trade or business. The “trade or business” requirement actually incorporates both a post-distribution and a pre-distribution rule since the statutory definition of an “active trade or business” requires that the corporation’s trade or business have been “actively conducted throughout the five-year period ending on the date of the distribution. See IRC Section 355(b)(2)(B).
4. Non-device requirement– the transaction was not used principally as a device to distribute earnings and profits of the distributing corporation, the controlled corporation, or both. See IRC Section 355(a)(1)(B).
In addition to these statutory requirements, Internal Revenue Code Section 355 incorporates several judicially developed requirements paralleling those required for the reorganization provisions generally. These include business purpose, continuity of the business enterprise, and continuity of proprietary interest requirements. See Treas. Reg. Section 1.355-2(c).
The five years that I always refer to is the continuation of business by a newly incorporated entity which in our case is Cytovia. Cytovia was incorporated in June 2109. The five years of continuation is just one of the Five tax exemption requirements by IRS. Bankruptcy can last a lot longer than 5 years for many businesses. From what I’ve read 5 years is typically the amount of time needed to get the job done. Disbursement process can go on for a while after. This is a process. So just look past everything until 2nd half. Nothing and I mean nothing is happening. You and your fucking updates mean squat to me. Hula Hula cuckoo Penny