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It is difficult to put a date on the deal being finalized however the longest leg is the first one in the De-SPAC process. The deal could close within a month after the S-4 is released if there is little or no request for comment from the SEC. It is taking quite a bit of time for the S-4 which is good with the thought in mind that the parties in question are getting the information correct and in proper order.
SPAC Transactions —
Considerations for
Target-Company CFOs
Introduction
A SPAC is a newly created public company that uses a combination of IPO proceeds and additional financing (PIPEs
have been common in recent times) to fund the acquisition of a private operating company. The proceeds raised
in the IPO are placed in a trust account while the SPAC’s management team seeks to complete an acquisition of an
existing operating company (target), generally in a specific industry or geography, within the period stated in the
SPAC’s governing documents (typically, 18 to 24 months). If the SPAC successfully completes an acquisition, the private
operating company target succeeds to the SPAC’s public filing status and, as a result, the target effectively becomes a
public company. If the SPAC is unable to complete an acquisition in the allotted timeframe, the cash held in its trust
account is returned to its investors unless the SPAC extends its timeline via a proxy process.
Benefits and Downsides of a SPAC
A SPAC transaction may offer target companies several benefits. First, a SPAC acquisition allows a private company
target that is otherwise prepared for an IPO and reporting as a public company to effectively go public without making
arrangements with underwriters, conducting roadshows, or preparing a prospectus to sell its securities to the public.
Second, a target is able to privately negotiate a fixed valuation with the acquirer by setting a fixed dollar “purchase
price” that is usually greater than what an operating company could or would offer. Since such a valuation is “locked in”
at the time a merger agreement is executed and announced (and often a PIPE is set to close concurrently), the target
can avoid the potential hit to valuation that is associated with the pricing in traditional IPOs during a difficult time in
the public markets. Third, a SPAC acquisition will typically provide significant cash liquidity for a target’s stockholders by
giving them access to public markets, even during periods of market instability. Fourth, SPAC transactions often present
an opportunity for companies to simplify deal terms by using a public-company-style acquisition approach based on an
enterprise value without negotiating working capital, cash, debt, or transaction expense adjustments.
On the other hand, a SPAC acquisition may require an extended timeline given the hybrid “M&A/IPO” nature of the
transaction and run up extensive transaction costs. In the process, targets may need to negotiate a definitive acquisition
agreement and related M&A agreements alongside preparation of the Form S-4, financial statements, and other public
filings, which may require extensive company attention and resources. And even if all documents are negotiated
successfully, the rights of SPAC shareholders to redeem their shares and receive their pro rata portions of the IPO
proceeds may lead to a substantial amount of uncertainty about the amount of capital the SPAC will have at closing.
In addition, promoter equity will be dilutive to the private company stockholders. SPAC promoters and the operating
company will also have to sell the deal to current private stockholders, public stockholders, and PIPE investors to
implement a capital structure that is aligned with the company’s profile and plans.
Spotlight on Financial Reporting
Although the amount of time between the deal announcement and the deal closing can vary greatly on the basis
of the readiness of the operating company, it can be as short as four to six months.
The financial reporting requirements for a target in a SPAC merger are voluminous and must be completed
in a compressed SPAC merger timeline leading up to the Form S-4/proxy statement filing. The reporting
requirements include preparation of the following:
• Annual financial statements for the required periods in compliance with public company GAAP and SEC
rules and audited under PCAOB standards. Entities may be required to provide three years of annual
historical financial statements in certain circumstances.
• Interim financial statements for required periods.
• Pro forma financial information.
• MD&A and market risk disclosures.
• Other nonfinancial information for a Form S-4/proxy statement and a special Form 8-K (“Super 8-K”).
Furthermore, to meet these requirements, an entity should have a deep understanding of complex accounting
and SEC reporting rules and regulations in order to:
• Determine the historical periods for which target company financial statements are needed in the Form
S-4/proxy statement, while giving consideration to staleness dates.
• Apply public company accounting standards and public company adoption dates for new standards, if
required, and reflect their impact on the entity’s financial statements.
• Determine the “acquirer” for financial reporting purposes.
• Determine the impact of historical acquisitions and dispositions, which may involve additional financial
reporting requirements, and consider potential consultation with the SEC.
• Successfully respond to SEC comments.
Form S-4/Proxy Statement Liability
As with an S-1 registration statement in a traditional IPO, it is important that the SPAC and the target company
provide complete and accurate disclosures to investors in the Form S-4/proxy statement, with no material
misstatements or omissions of material fact. The Form S-4/proxy statement will be subject to extensive review
by the SEC and would be reviewed by the plaintiff’s firms in any potential claims based on inadequate disclosure.
Acquisition Close
If an affirmative vote is obtained from the proxy process, the target acquisition can close by merging into the SPAC, and
the target company becomes a publicly traded entity. A Super 8-K must be filed within four days of the acquisition and
must contain substantially the same information that would be required in a registration statement for companies that
go through a traditional IPO. Further, the sponsor’s founders’ shares and warrants are locked up for a specified period
(the “lock-up period”) starting from the date of the Super 8-K filing. The lock-up period is typically one year, subject to
negotiation at the inception of the SPAC, but the agreement may include exceptions for gifts, transfers to affiliates or
trusts, or estate planning. Some or all of the target’s securityholders will also be expected to sign a lock-up agreement,
which is typically 180 days from the closing of the merger.
https://www.cooley.com/-/media/cooley/pdf/reprints/2020/cobranded-spac-transactions--considerations-for-targetcompany-cfos-secured.ashx?la=en&hash=6346947744D0F11E6E38FFD58F9532CD
Form S-4
Form S-4 is a type of registration statement that is required to be filed with the US Securities and Exchange Commission (SEC) , under the Securities Act of 1933. The SEC Form S-4 is used by all companies who are involved in the process of acquisition, merger, any kind of exchange offer or any other form of business combination.
It is a source of information to the SEC and also for the shareholders of the companies regarding the transaction process and the impact that the collaborations have on the participating companies.
It is an important filing under the regulation which ensures proper communication and transparency to the shareholders and SEC. Form S-4 instructions protect investor interests by helping in clear and correct disclosure of important information and also the securities offered in the process.
Purpose
The purpose of SEC Form S-4 is quite significant in the financial market. It is used to register the securities or financial instruments that will be issued in relation to the business combination.
Form S-4 makes companies disclose merger, takeover, or exchange offer decisions. Thus, it can also be called a disclosure document that provides every details to the shareholders and the SEC about the financial transaction. The security transaction details include the securities receives, the financial reports of the companies who participated in the transaction, the risks involved, management analysis, the impact of the business combination in the financial market and other relevant data among the Form S-4 checklist that can help in making informed investment decisions.
Investors acting properly in a merger announcement have a huge earning opportunity because it offers the details of the securities issued which the investors can use as investment avenue and earn returns. So, this form lets the market work on the merger
announcement, and the share prices of the acquirer and target are decided based on the investors’ confidence in the merger.
Example
Let us understand the concept with the help of an example as given below:
On 15 April 2020, VectoIQ Acquisition Corp. filed Form S-4 to the Securities and Exchange Commission. The merger is between VectoIQ Acquisition Corp. and Nikola Corporation. The form got accepted on the same day.
When To File?
It must be filed with the U.S. Securities and Exchange Commission when a company plans to merge, takeover, or exchange securities. Form S-4 instructions are considered a disclosure from the company’s side, and a chance is given to investors to act on the announcement.
Requirements
One must fill out the form: –
In the case of a merger, the applicable state law does not require the solicitation of the votes or consent of all of the company’s security holders.
Any form of merger.
For exchange offers of securities as well.
Review Period
It is appropriately filled by the companies planning for a merger and sent for review. It is the responsibility of the SEC to review the registration statement as per the Form S-4 checklist and verify whether it complies with the rules and regulations of security laws. Once the form is submitted for review, it is generally seen that comments are provided within 27 business days of filling.
The SEC has the right to request for some additional information if the information submitted is not satisfactory. The filing company should address these requirements to take the process forward. Once a comment is passed, it is seen that subsequent amendments are required. The comments are generally passed within ten business days. However, once the SEC is satisfied with the disclosures of the Form S-4 checklist it declares that the registration is effective and complete.
Frequently Asked Questions (FAQs)
1. What are the benefits of filing form S-4?
Filing Form S-4 provides several benefits. It allows companies to disclose important information regarding mergers, takeovers, or exchange offers, enabling investors to make informed decisions. It also helps establish transparency and investor confidence in the market. Additionally, the form provides an opportunity for companies to attract potential investors and potentially increase their shareholder base.
2. Is it easy to update Form S-4 after its initial filing?
Updating Form S-4 after its initial filing can be a complex process. Any updates or amendments to the form must be carefully reviewed and approved by the Securities and Exchange Commission (SEC). Companies are required to provide accurate and up-to-date information in a timely manner, ensuring that investors have the most recent and relevant details regarding the merger, takeover, or exchange offer.
3. What is the difference between Form S-3 and Form S-4?
The main difference between Form S-3 and Form S-4 lies in their eligibility criteria. Form S-3 is designed for companies that meet certain eligibility requirements, such as having a sufficient public float and a history of timely SEC filings. It is used for registering securities offerings by well-established and seasoned companies. On the other hand, Form S-4 is used specifically for mergers, takeovers, or exchange offers, requiring companies to disclose relevant information related to these transactions.
https://www.wallstreetmojo.com/form-s-4/
Yes they changed the name and it isn't listed on their website.
Also, they appear to be all set to start clinical trials however they have not begun even though the CEO wanted to get this done fast.
A Trial to Learn if Different Doses of REGN17092 Are Safe in Healthy Adults
https://www.clinicaltrials.gov/study/NCT05923424?cond=covid&term=regeneron&page=2&rank=16
Study Overview
Brief Summary:
The purpose of this study is to learn about the safety and tolerability of different doses of REGN17092 administered with a needle either under the skin (called "subcutaneous") or into a vein (called an "infusion") in healthy participants. This is the first time that REGN17092 will be given to people.
Other aims are to assess
How much of the study drug is in the blood at different times
Whether the body makes its own antibodies against the study drug (which could make the drug less effective or lead to side effects)
Show more
OFFICIAL TITLE
A Phase 1, Randomized, Double-Blind, Placebo-Controlled Study to Assess the Safety, Tolerability, Pharmacokinetics, and Immunogenicity of REGN17092, an Anti-SARS-CoV-2 (COVID-19) Monoclonal Antibody, in Adult Healthy Volunteers
CONDITIONS
Healthy Volunteers
INTERVENTION / TREATMENT
Drug: REGN17092
Drug: Matching Placebo
STUDY START (ESTIMATED)
2023-08-11
PRIMARY COMPLETION (ESTIMATED)
2024-11-06
STUDY COMPLETION (ESTIMATED)
2024-11-06
ENROLLMENT (ESTIMATED)
128
STUDY TYPE
Interventional
PHASE
Phase 1
OTHER STUDY ID NUMBERS
R17092-HV-2312
2023- 505041-52-00 ( Registry Identifier ) (REGISTRY: EU CT Number)
2 years ago ENZC partnered with Samsung:
Enzolytics Inc. and Samsung Biologics Announce Development and Manufacturing Agreement for Anti-HIV and Anti-SARS-CoV-2 Monoclonal Antibody Therapies
October 7, 2021
Enzolytics Inc. to leverage Samsung Biologics’ development and manufacturing expertise to advance both Anti-HIV and Anti-SARS-CoV-2 Monoclonal Antibody Therapies to IND.
Samsung Biologics to offer a seamless, end-to-end CDMO service with support from its San Francisco R&D Center.
https://samsungbiologics.com/media/company-news-view?boardSeq=1377
College Station, TX, U.S. and Incheon, S. Korea, October 07, 2021 – Samsung Biologics (KRX: 207940. K.S.), a leading contract development and manufacturing organization and Enzolytics (ENZC), a drug development company committed to commercializing multiple proprietary therapeutics to treat debilitating infectious diseases, announced the signing of a strategic CDMO partnership agreement.
Under the terms of the agreement, Samsung Biologics will provide end-to-end CDMO services from cell line development, clinical drug substance, and drug product manufacturing services to support IND filings for Anti-HIV and Anti-SARS-CoV-2 Monoclonal Antibodies for the treatment of HIV and SARS-CoV-2. In addition, there will be continuing discussions for other Monoclonal Antibodies being developed by Enzolytics.
The Enzolytics protocol offers the opportunity to implement A.I. analysis and provides a platform for creating multiple fully human Monoclonal Antibodies targeting conserved immutable sites on the virus and offering a cure for these viruses. A stable cell line will be manufactured with support from Samsung Biologics' R&D Center in San Francisco. Its related clinical trial materials will be manufactured at Samsung Biologics headquarters in Incheon, South Korea.
“Partnering with Enzolytics reinforces the value of our fully integrated, end-to-end business model, which is designed to meet the unique needs and goals of our biotech clients,” said John Rim, CEO of Samsung Biologics. “We look forward to providing comprehensive services and professional support for the manufacturing of this important class of Monoclonal Antibody therapeutics for the treatment of HIV and SARS-CoV-2, helping to accelerate the process of drug development to IND filing and bring these life-saving products to patients.”
"The collaboration with Samsung Biologics is a significant milestone for Enzolytics' Artificial Intelligence enabled Monoclonal Antibody Platform. We chose to partner with Samsung Biologics because of Samsung Biologics' extensive experience and expertise in developing, producing, and manufacturing Monoclonal Antibodies for Infectious Diseases and Oncology.” said Dr. Gaurav Chandra, Chief Operating Officer Research and Development at Enzolytics. “This partnership marks a pivotal milestone for Enzolytics to significantly advance the clinical development of our universal, durable, broadly neutralizing Monoclonal Antibodies and reduce time to the clinic and offer the much-needed treatment for patients."
Yes for retail however SAGA investors may get to see what ENZC has been holding close to the vest.
Most definitely
Real World Example
On Dec. 22, 2015, Marriott International filed a Form S-4 describing its proposed combination with Starwood Hotel & Resorts Worldwide. The 192-page document, excluding appendices, contains complete details of the proposed transaction, which eventually closed on Sept. 23, 2016. For investors, in addition to the pro-forma figures and valuation numbers of the transaction, perhaps the most interesting sections of the filing are the reasons given by each company for the combination and the timeline of the deal and how and when the deal came together.
What Is SEC Form S-4?
SEC Form S-4: Registration Statement Under the Securities Act of 1933 must be submitted to the Securities and Exchange Commission (SEC) in the event of a merger or an acquisition between two companies. The form must also be submitted for exchange offers.
Form S-4 has two parts. Part I is the prospectus or proxy statement involved. Part II contains supplemental information that can include expenses issued, private placements of securities, and additional tax information.
Understanding Form S-4
A publicly-traded company registering any material information related to a merger or acquisition or companies undergoing an exchange offer will file Form S-4. An exchange offer occurs when a company or a financial institution offers to exchange securities that it provides for similar securities at less demanding terms. This is often done in an attempt to avoid bankruptcy.
Investors closely watch Form S-4 submissions in order to attempt to make quick gains from M&A activity, and can download a company's S-4 directly from the SEC.
Yes,
We are looking at minimum 2 months or until the end of the year.
Depending on what ENZC reveals during their road show to the SPAC's shareholders, we may see some significant buying either SPAC or ENZC or both. If so it would be a tell tell sign of the Holy Grail.
The De-SPAC Timeline
After a SPAC and its target company announce their merger agreement, the first phase of the de-SPAC begins and the companies file an S-4 proxy statement with the SEC. The S-4 form provides financial information about the two parties, along with other information that shareholders may be interested in, such as the history of the target company, information about its industry and the backgrounds of its founders and executives. Sometimes the SEC will ask the merger partners to clarify certain pieces of information in the S-4. This first phase usually takes between two to four weeks to complete.
Once the S-4 is on file at the SEC, the merger parties determine the date that shareholders will vote on the merger. A proxy solicitor is hired and begins the process of contacting shareholders to inform them of the upcoming vote and to encourage them to participate. This second phase generally takes another two weeks to complete.
In the final phase, which lasts about two weeks, the target company holds a road show to meet with the SPAC’s shareholders to sell them on the benefits of the merger. If the transaction goes through, the parties will file another document with the SEC, which is called an 8-K. The 8-K form announces the conclusion of the deal, at which point the target company becomes the surviving entity in the merger.
From beginning to end, the whole de-SPAC process may take as little as six to eight weeks to complete, in a best-case scenario. The process can take up to several more months, however, depending on the length of the SEC’s review of the necessary filings.
The De-SPAC Process
For private companies looking for capital to fund growth, a de-SPAC can offer an accelerated path to that goal. In many other ways, using a de-SPAC transaction to gain access to public capital is similar to the IPO process. There is an intense period of work after the merger plan is announced to complete regulatory filings and answer questions from prospective shareholders. The selling of the deal typically happens in a road show over the course of several weeks, after which shareholders have the right to either commit to the merger or not. This last part differs from an IPO in that a SPAC has already raised money, whereas an IPO involves raising new capital. For the company hoping to become public, however, the stakes are the same: They can raise the capital they’re hoping for, they can get more than they’re hoping for, or they can get less.
https://www.netsuite.com/portal/resource/articles/erp/de-spac.shtml
Absolutely agree.
This administrative failure is an eyesore that puts a big question mark on the business combination.
It is an easy fix if the companies file the required paperwork, however it is not a good look overall.
ENZC may be a diamond in the rough.
ENZC may be a fake diamond.
ENZC is a penny stock.
ENZC epic run in February 2021 was not based on the company's potential. Many OTC stocks ran collectively before coming back to earth some slower than others.
If ENZC is a fake diamond it will eventually fade away.
If ENZC is a diamond in the rough it will eventually prosper.
The only information one has to gauge whether ENZC is a fake diamond or a diamond in the rough is what the company releases and what one may find through DD.
Based on what the company has shared, the following is ENZC expectations after SAGA deal closes:
Enzolytics, Inc. Announces Execution of Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp. and Updates the Progress on the African Project
ACCESSWIRE - Mon Apr 17, 2:00AM CDT
The transaction, once completed, will provide BGEN and VIRO with significant additional capital to continue their development and expansion of existing and future technology platforms. In addition, Sagaliam expects to raise additional capital through a private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by BGEN and VIRO to pay transaction-related expenses and fund the clinical trials of ITV-1, marketing of IPF Immune™, production of fully human monoclonal antibodies (mAbs) and continued advancement in its proprietary technology involving the application of Artificial Intelligence (AI) in therapeutic discoveries and production.
The CEO of BGEN, Dr. Gaurav Chandra, emphasized the progress being made by the Company using its Artificial Intelligence (AI) platform. "We continue to utilize our disruptive AI platform to identify conserved immutable epitopes on viruses and then produce species-specific monoclonal antibodies targeting those sites. We are advancing in production of multiple monoclonal antibodies against HIV, SARS-CoV-2, and the Feline Leukemia virus. Our AI platform drives the Company's drug discovery and development and executes our strategy to produce multiple therapeutics protected by International Patents. We take pride in strengthening our IP portfolio and protecting the anti-virus therapeutics, their production method, use in diagnostics and prognostics. Our application of Artificial Intelligence to drug formulation and creation is a move ahead of big pharma's monoclonal antibody discovery and development. We recognize that large pharmaceutical companies are now focused more than ever on the significant advantage provided by AI in creating highly successful therapeutics. We continue to engage with large pharma and discuss potential partnerships involving our AI platform."
Enzolytics Inc. Continues Progress with Business Combination; Biogenysis Announces Team and Plans for Success
ACCESSWIRE - Thu Apr 27, 2:00AM CDT
Dr. Joseph Cotropia will assume the Chief Scientific Officer position of Biogenysis. Dr. Cotropia said, "I am encouraged to see a roadmap and strategies in place to fulfill my life's work. We were few when we started, and it is encouraging to now have many professionals and partnering companies that believe in our science and therapies. Our AI platform and the collaboration we have with Samsung Biologics will accelerate our progress. Since the steps from early discovery to IND studies are identical, we can move ahead rapidly with production of multiple Monoclonal Antibodies."
Charles Cotropia, CEO of Enzolytics, stated, "At Biogenysis, we have a pipeline of Monoclonal Antibodies. In addition, we are creating a strong IP portfolio for multiple infectious diseases covering diagnostics, therapeutics, and vaccines for these viruses. Strategically, we are focused on meeting milestones and licensing each of these assets. The SPAC agreement allows us to move forward with multiple Monoclonal Antibodies simultaneously, bringing significant value to our shareholders."
Enzolytics, Inc. Reports Amendment to Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp.
ACCESSWIRE - Thu Jun 29, 4:30AM CDT
Sagaliam expects to raise additional capital through private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by VIRO to pay transaction-related expenses and fund the clinical trials of it anti-HIV therapeutic ITV-1, complete the African Project and advance marketing of IPF Immune™. The funds are to be used by BGEN to complete the production of and test species-specific monoclonal antibodies (mAbs) for treating COVID-19, HIV, and Feline Leukemia. The funding will significantly enhance BGEN's drug discovery capabilities using its proprietary, cutting-edge Artificial Intelligence (AI) technology and enlarge its IP portfolio while also expanding the AI platform's capabilities to advance health care from that based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.
It is anticipated that ENZC will dividend to the existing ENZC shareholders the Saga shares received as the purchase price of the subsidiaries. This will occur on the dividend date in accordance with the individual shareholder's percentage ownership of the Company.
Virogentics, Inc. Provides Update on African Project, European Medicine Agency Application and Clinical Trials for Application for Type 2 Diabetes
ACCESSWIRE - Fri Aug 4, 4:30AM CDT
Finally, ENZC has negotiated additional compensation in the form of a monthly management fee to be paid by Sagaliam Acquisition Corp (SAGA) to ENZC over a 30-month period following the close of the purchase of BGEN and VIRO. The funds will be used to facilitate the continued compliance of ENZC's OTC Market filing requirements, administration of the dividend payment of the 45 million SAGA share issuance received as part of the SAGA purchase transaction to the ENZC shareholders and the Company's development of a new business strategy to be implemented after the close of the sale of BGEN and VIRO. ENZC and SAGA have continued the process of documenting the Business Combination agreement and expect to provide further guidance later this month.
Enzolytics Announces the Signing of the Business Combination Agreement with Sagaliam Acquisition Corp (SAGA)
ACCESSWIRE - Mon Sep 18, 3:00AM CDT
Dr. Gaurav Chandra, CEO of BGEN, stated: "Biogenysis strives to make a significant impact in drug discovery and development by utilizing advanced AI technology. Our focus is on safeguarding our assets with multi-layered security while expanding our IP portfolio to include AI-driven monoclonal antibodies. With these antibodies, we aim to revolutionize the fight against HIV, COVID-19 mutations, and other viruses. Collaborating with pharmaceutical companies, our focus is to cover all viruses in our repository, providing patients with necessary diagnostics and therapies. Our AI Platform is constantly evolving with disruptive innovations in healthcare. We are proud to be at the forefront of this crucial work and look forward to continuing to positively impact the world."
Charles Cotropia, Enzolytics' CEO, said, "We have a well-defined strategy and the necessary technology in place for producing numerous therapeutics for successfully treating numerous viruses that affect patients around the world. Completing the business combination with Sagaliam comes at a critical time. By providing additional funding to Biogenysis and Virogentics, this combination will make possible the final development of the numerous therapeutics now being produced."
Barry Kostiner, the CEO of Sagaliam, stated, "Being listed on Nasdaq provides increased visibility and access to a broader pool of investors, facilitating the advance of our pioneering research and drug development initiatives. Bringing Virogentics and Biogenysis to our Nasdaq platform opens the door to funding which serves as the lifeblood of all pharmaceutical development companies. We are working with the investor community, as well as the dedicated VIRO and BGEN management teams, to secure the financial resources required to expedite clinical trials. With these investments, we aim to accelerate our progress, ensuring that both therapeutic and nutraceutical innovations swiftly find their way into the market, ultimately improving the lives of countless individuals."
The above ENZC expectations has been PUSHED consistently in the company's press releases since the business combination has be announced.
Whether it comes to fruition or not is a wait and see situation as the company has said many things, made many promises, missed multiple self-set milestones and yet they are still here preaching great things coming.
The BIGGEST unknown of course are the NDAs. They may be the KEY to all this exuberant, optimistic and confidence spewing from ENZC.
That is most probable.
They should have issue a press release that they did indeed submit a plan.
Waiting to get approve is a rubber stamp unless something fishy was going on.
The company will put out a Press Release with the details of the dividend.
This is the notice to shareholders with specific dates on how the dividend will paid.
I would not rely on an email from the company or trust it.
Example 1:
HOUSTON--(BUSINESS WIRE)--Permianville Royalty Trust (NYSE: PVL, the “Trust”) today announced a special cash distribution to the holders of its units of beneficial interest of $0.069670 per unit, payable on October 13, 2023 to unitholders of record on October 2, 2023. The special distribution represents net proceeds allocable to Trust unitholders from the divestiture of certain oil and natural gas properties in the Permian Basin (the “Divestiture Properties”) that constituted part of the properties burdened by the Trust’s 80% net profits interest. As previously announced, at a special meeting of the Trust unitholders on July 19, 2023, the Trust unitholders approved a transaction pursuant to which (i) COERT Holdings 1, LLC (the “Sponsor”) would sell the Divestiture Properties, (ii) the Trust would release the related net profits interest associated with the Divestiture Properties, and (iii) the net proceeds received by the Trust with respect to such sale would be distributed to the unitholders.
Example 2:
NEW YORK--(BUSINESS WIRE)-- Corebridge Financial, Inc. (NYSE: CRBG) (“Corebridge” or the “Company”) today announced that its Board of Directors has declared a special dividend of $0.62 per share payable on June 30, 2023, to common shareholders of record on June 16, 2023. The aggregate amount of the payment to be made in connection with this special dividend will be approximately $400 million.
Example 3:
WASHINGTON, Aug. 25, 2023 /PRNewswire/ -- Danaher Corporation (NYSE: DHR) today announced that it expects to complete the previously announced separation of Veralto Corporation on September 30, 2023, the first day of Danaher's fiscal fourth quarter. The Danaher Board of Directors has declared a pro rata dividend of all of the common stock of Veralto Corporation to Danaher stockholders of record as of the close of business on September 13, 2023 (the "Record Date"). The dividend is payable on September 30, 2023 ("Distribution Date") in connection with the previously announced separation of Danaher's existing Environmental and Applied Solutions segment through the planned spin-off of Veralto. As a result of the dividend, Danaher stockholders will receive one share of Veralto common stock for every three shares of Danaher common stock they hold on the Record Date.
Fractional shares of Veralto common stock will not be distributed to Danaher stockholders. Instead, the fractional shares of Veralto common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Danaher stockholders who otherwise would have received fractional shares of Veralto common stock.
No action is required by Danaher stockholders to receive the distributed shares of Veralto common stock. Danaher stockholders who hold Danaher common stock on the Record Date will receive a book-entry account statement reflecting their ownership of Veralto common stock or their brokerage account will be credited with Veralto shares. Because September 30, 2023 is a Saturday and not a business day, the shares are expected to be credited to "street name" stockholders through the Depository Trust Corporation (DTC) on the first trading day thereafter, October 2, 2023.
An Information Statement containing details regarding the distribution of Veralto common stock and Veralto's business and management following the consummation of the distribution will be mailed to Danaher stockholders prior to the Distribution Date. The distribution of Veralto common stock remains subject to the satisfaction or waiver of customary conditions, as described in the Information Statement.
Danaher also announced that it expects "when-issued" trading of Veralto common stock to begin on September 27, 2023, on the New York Stock Exchange ("NYSE"), under the symbol "VLTO WI." "Regular-way" trading of Veralto common stock is expected to begin on the NYSE on October 2, 2023, under the symbol "VLTO." The "when-issued" trading market is a market for Veralto common stock that will be distributed to holders of Danaher common stock prior to the opening of the NYSE on October 2, 2023. Stockholders who own Danaher common stock at the close of business on the Record Date will be entitled to Veralto common stock distributed pursuant to the distribution and may trade this entitlement to shares of Veralto common stock, without Danaher common stock they own, on the "when-issued" market.
Shares of Danaher common stock will continue to trade "regular way" on the NYSE under the symbol "DHR" through and after the Distribution Date. Danaher expects that beginning September 27, 2023 there will be two markets in Danaher common stock on the NYSE: "regular-way" under the symbol "DHR" and "ex distribution" under the symbol "DHR WI." Prior to the Distribution Date, shares of Danaher common stock that trade in the "regular-way" market will trade with the right to receive shares of Veralto common stock on the Distribution Date. Shares of Danaher common stock that trade in the "ex-distribution" market will trade without the right to receive shares of Veralto common stock on the Distribution Date. Holders of Danaher common stock are encouraged to consult with their financial advisor regarding the specific implications of selling Danaher common stock on or before the Distribution Date.
For U.S. federal income tax purposes, Danaher's U.S. stockholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution, except with respect to cash received in lieu of fractional shares of Veralto common stock. Danaher stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.
No I don't think they should respond to me.
They miss the deadline which for the most part is it just set so if SAGA don't get their act together at some point and the SEC has to take more drastic actions.
probably not
I don't know if SAGA will respond today.
It is not a good look.
SEC won't be lowering the hammer down just yet.
SAGA need to get a different accounting firm an should have done so after the 10K snafu.
At some point they have to answer the SEC and file the quarterly.
Patience running thin.
I almost called SAGA today to see WTFIU.
I probably will tomorrow and light a fire under their u know what if someone answers.
Don't make sense for he main execs/people of SAGA to buy ENZC shares now for larger SAGA ownership % post-deal.
First off they would have to buy a lot of shares to make it worth it.
Secondly I highly think it would be illegal as it probably would be considered insider trading.
What to expect after the deal closes and SAGA Scientific Holdings Corp. starts trading on the Nasdaq?
SHOWTIME
Enzolytics, Inc. Announces Execution of Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp. and Updates the Progress on the African Project
ACCESSWIRE - Mon Apr 17, 2:00AM CDT
The transaction, once completed, will provide BGEN and VIRO with significant additional capital to continue their development and expansion of existing and future technology platforms. In addition, Sagaliam expects to raise additional capital through a private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by BGEN and VIRO to pay transaction-related expenses and fund the clinical trials of ITV-1, marketing of IPF Immune™, production of fully human monoclonal antibodies (mAbs) and continued advancement in its proprietary technology involving the application of Artificial Intelligence (AI) in therapeutic discoveries and production.
The CEO of BGEN, Dr. Gaurav Chandra, emphasized the progress being made by the Company using its Artificial Intelligence (AI) platform. "We continue to utilize our disruptive AI platform to identify conserved immutable epitopes on viruses and then produce species-specific monoclonal antibodies targeting those sites. We are advancing in production of multiple monoclonal antibodies against HIV, SARS-CoV-2, and the Feline Leukemia virus. Our AI platform drives the Company's drug discovery and development and executes our strategy to produce multiple therapeutics protected by International Patents. We take pride in strengthening our IP portfolio and protecting the anti-virus therapeutics, their production method, use in diagnostics and prognostics. Our application of Artificial Intelligence to drug formulation and creation is a move ahead of big pharma's monoclonal antibody discovery and development. We recognize that large pharmaceutical companies are now focused more than ever on the significant advantage provided by AI in creating highly successful therapeutics. We continue to engage with large pharma and discuss potential partnerships involving our AI platform."
Enzolytics Inc. Continues Progress with Business Combination; Biogenysis Announces Team and Plans for Success
ACCESSWIRE - Thu Apr 27, 2:00AM CDT
Dr. Joseph Cotropia will assume the Chief Scientific Officer position of Biogenysis. Dr. Cotropia said, "I am encouraged to see a roadmap and strategies in place to fulfill my life's work. We were few when we started, and it is encouraging to now have many professionals and partnering companies that believe in our science and therapies. Our AI platform and the collaboration we have with Samsung Biologics will accelerate our progress. Since the steps from early discovery to IND studies are identical, we can move ahead rapidly with production of multiple Monoclonal Antibodies."
Charles Cotropia, CEO of Enzolytics, stated, "At Biogenysis, we have a pipeline of Monoclonal Antibodies. In addition, we are creating a strong IP portfolio for multiple infectious diseases covering diagnostics, therapeutics, and vaccines for these viruses. Strategically, we are focused on meeting milestones and licensing each of these assets. The SPAC agreement allows us to move forward with multiple Monoclonal Antibodies simultaneously, bringing significant value to our shareholders."
Enzolytics, Inc. Reports Amendment to Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp.
ACCESSWIRE - Thu Jun 29, 4:30AM CDT
Sagaliam expects to raise additional capital through private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by VIRO to pay transaction-related expenses and fund the clinical trials of it anti-HIV therapeutic ITV-1, complete the African Project and advance marketing of IPF Immune™. The funds are to be used by BGEN to complete the production of and test species-specific monoclonal antibodies (mAbs) for treating COVID-19, HIV, and Feline Leukemia. The funding will significantly enhance BGEN's drug discovery capabilities using its proprietary, cutting-edge Artificial Intelligence (AI) technology and enlarge its IP portfolio while also expanding the AI platform's capabilities to advance health care from that based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.
It is anticipated that ENZC will dividend to the existing ENZC shareholders the Saga shares received as the purchase price of the subsidiaries. This will occur on the dividend date in accordance with the individual shareholder's percentage ownership of the Company.
Virogentics, Inc. Provides Update on African Project, European Medicine Agency Application and Clinical Trials for Application for Type 2 Diabetes
ACCESSWIRE - Fri Aug 4, 4:30AM CDT
Finally, ENZC has negotiated additional compensation in the form of a monthly management fee to be paid by Sagaliam Acquisition Corp (SAGA) to ENZC over a 30-month period following the close of the purchase of BGEN and VIRO. The funds will be used to facilitate the continued compliance of ENZC's OTC Market filing requirements, administration of the dividend payment of the 45 million SAGA share issuance received as part of the SAGA purchase transaction to the ENZC shareholders and the Company's development of a new business strategy to be implemented after the close of the sale of BGEN and VIRO. ENZC and SAGA have continued the process of documenting the Business Combination agreement and expect to provide further guidance later this month.
Enzolytics Announces the Signing of the Business Combination Agreement with Sagaliam Acquisition Corp (SAGA)
ACCESSWIRE - Mon Sep 18, 3:00AM CDT
Dr. Gaurav Chandra, CEO of BGEN, stated: "Biogenysis strives to make a significant impact in drug discovery and development by utilizing advanced AI technology. Our focus is on safeguarding our assets with multi-layered security while expanding our IP portfolio to include AI-driven monoclonal antibodies. With these antibodies, we aim to revolutionize the fight against HIV, COVID-19 mutations, and other viruses. Collaborating with pharmaceutical companies, our focus is to cover all viruses in our repository, providing patients with necessary diagnostics and therapies. Our AI Platform is constantly evolving with disruptive innovations in healthcare. We are proud to be at the forefront of this crucial work and look forward to continuing to positively impact the world."
Charles Cotropia, Enzolytics' CEO, said, "We have a well-defined strategy and the necessary technology in place for producing numerous therapeutics for successfully treating numerous viruses that affect patients around the world. Completing the business combination with Sagaliam comes at a critical time. By providing additional funding to Biogenysis and Virogentics, this combination will make possible the final development of the numerous therapeutics now being produced."
Barry Kostiner, the CEO of Sagaliam, stated, "Being listed on Nasdaq provides increased visibility and access to a broader pool of investors, facilitating the advance of our pioneering research and drug development initiatives. Bringing Virogentics and Biogenysis to our Nasdaq platform opens the door to funding which serves as the lifeblood of all pharmaceutical development companies. We are working with the investor community, as well as the dedicated VIRO and BGEN management teams, to secure the financial resources required to expedite clinical trials. With these investments, we aim to accelerate our progress, ensuring that both therapeutic and nutraceutical innovations swiftly find their way into the market, ultimately improving the lives of countless individuals."
Super 8-K Material Disclosure
Description of Property
Description of Business
Risk Factors
Financial Information, including:
Three Years of Audited Financial Statements
Selected Financial Data
MD&A
Quantitative and Qualitative Disclosures About Market Risk
Director and Executive Officer Biographical Information
Executive Compensation
Security Ownership of 5% Owners, Directors and Executive Officers
Transactions with Related Persons
Material Pending Legal Proceedings
Description of the Registrant’s Securities
Super 8-K
SEC rules require that SPACs file a special Form 8-K within four business days following completion of a De-SPAC transaction. This Form 8-K is known as a “Super 8-K” and must contain all the information that would be required in a Form 10 registration statement (the registration statement for companies that become public reporting companies other than through a registered IPO). Much of the information in the Super 8-K will already have been included in the SPAC’s proxy statement or tender offer materials for the De-SPAC transaction, but the Super 8-K may require additional financial statement information for the target business.
SPACs, as registrants with assets consisting solely of cash and cash equivalents, are “shell companies” under the Securities Act of 1933, as amended (the “Securities Act”), and forms and regulations thereunder. [10] SEC regulations prohibit or limit the use by shell companies (SPACs) and former shell companies (former SPACs) of a number of exemptions, safe harbors and forms that are available for other registrants. Some of these restrictions were adopted by the SEC in 2005 in response to the perceived use of certain shell companies as vehicles to commit fraud and abuse the SEC’s regulatory processes. The restrictions apply to SPACs and former SPACs for varying periods depending on the specific rule.
For example, a former SPAC is not eligible to register offerings of securities pursuant to employee benefit plans on Form S-8 until at least 60 days after it has filed a Super 8-K.
In addition, stockholders of former SPACs are required to hold their equity for a period of twelve months, measured from the date of the filing of the Super 8-K, before they can rely on Rule 144 under the Securities Act. Rule 144 provides a means by which persons who might otherwise be considered “statutory underwriters” (and therefore required to register their offer of equity under the Securities Act prior to their public sale) may sell their equity without registration, typically after a six-month holding period.
Further, SPACs and former SPACs (i) are not eligible to be well-known seasoned issuers until at least three years after the De-SPAC transaction, (ii) are limited in their ability to incorporate by reference information into long-form registration statements on Form S-1, and (iii) may not use the “Baby Shelf Rule” (which permits registrants with a public float of less than $75 million to use short-form registration statements on Form S-3 for primary offerings of their shares) for twelve months after the Super 8-K filing.
The De-SPAC Timeline
After a SPAC and its target company announce their merger agreement, the first phase of the de-SPAC begins and the companies file an S-4 proxy statement with the SEC. The S-4 form provides financial information about the two parties, along with other information that shareholders may be interested in, such as the history of the target company, information about its industry and the backgrounds of its founders and executives. Sometimes the SEC will ask the merger partners to clarify certain pieces of information in the S-4. This first phase usually takes between two to four weeks to complete.
Once the S-4 is on file at the SEC, the merger parties determine the date that shareholders will vote on the merger. A proxy solicitor is hired and begins the process of contacting shareholders to inform them of the upcoming vote and to encourage them to participate. This second phase generally takes another two weeks to complete.
In the final phase, which lasts about two weeks, the target company holds a road show to meet with the SPAC’s shareholders to sell them on the benefits of the merger. If the transaction goes through, the parties will file another document with the SEC, which is called an 8-K. The 8-K form announces the conclusion of the deal, at which point the target company becomes the surviving entity in the merger.
From beginning to end, the whole de-SPAC process may take as little as six to eight weeks to complete, in a best-case scenario. The process can take up to several more months, however, depending on the length of the SEC’s review of the necessary filings.
The De-SPAC Process
For private companies looking for capital to fund growth, a de-SPAC can offer an accelerated path to that goal. In many other ways, using a de-SPAC transaction to gain access to public capital is similar to the IPO process. There is an intense period of work after the merger plan is announced to complete regulatory filings and answer questions from prospective shareholders. The selling of the deal typically happens in a road show over the course of several weeks, after which shareholders have the right to either commit to the merger or not. This last part differs from an IPO in that a SPAC has already raised money, whereas an IPO involves raising new capital. For the company hoping to become public, however, the stakes are the same: They can raise the capital they’re hoping for, they can get more than they’re hoping for, or they can get less.
Will it be a Halloween Treat, an Early Bird Thanksgiving or a Very Merry Christmas?
Here is a little more details:
Transaction Overview
The combined company is anticipated to have an estimated pro forma enterprise valuation of approximately $700.49 million. Cash proceeds from the transactions contemplated by the Business Combination Agreement (the "Transactions") are expected to consist of up to approximately $136.04 million of cash held in Murphy's trust account (before any redemptions by Murphy's public stockholders and the payment of certain expenses) and approximately $27.00 million attributable to a private investment anchored by new and existing investors of Conduit (the "PIPE Investment"). Proceeds from the PIPE Investment are expected to advance the clinical evaluation of specific activation of Tregs in one of a number of possible autoimmune diseases. The PIPE Investment is expected to close in connection with the business combination and is subject to the satisfaction of other customary closing conditions and a NASDAQ listing. After the closing of the Transactions and assuming no redemptions by Murphy's public stockholders, existing Conduit shareholders will retain 100% of their equity ownership and will own approximately 76.48% of the pro forma combined company.
The Transactions, which have been unanimously approved by the boards of directors of both Conduit and Murphy, are subject to, among other customary closing conditions, approval by the stockholders of Murphy, and the shareholders of Conduit.
A more detailed description of the transaction terms and a copy of the Business Combination Agreement and the definitive documents governing the PIPE Investment will be included in a current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the "SEC") by Murphy. Murphy also intends to file a registration statement (which will be a combined proxy statement and prospectus) with the SEC in connection with the Transactions.
Nobody is going to make money unless the company produce results.
It don't matter who has how many shares or what class of shares.
Bottom line is will the company do any of the following:
1. License agreements
2. Africa ITV-1 treatment success
3. Samsung Biologics Website: https://samsungbiologics.com/en Partnership
4. Scendea USA, Inc. (www.scendea.com) Partnership
5. IPF Immune(TM) revenue
6. SPAC deal with SAGA closes
7. Abveris, a division of Twist Bioscience Corporation https://www.abveris.com/ Partnership
8. Effectiveness of ITV-1 immunotherapy on Diabetes.
9. Clone 3
10. Development of Feline Leukemia Monoclonal Antibodies
11. Clone 7
12. Production Monoclonal Antibodies against HIV
13. Development Monoclonal Antibodies against the Corona Virus
14. Patents protection
15. AI
16. Advancing multiple therapeutics targeting numerous infectious diseases
Nobody knows what the outcome is going to be at the point and time.
The non-binding agreement was made.
The Business Combination Agreement was executed.
De-Spac process is moving forward to the closing of the project.
Will it be a Halloween Treat, an Early Bird Thanksgiving or a Very Merry Christmas?
Which financial statements are required of a target company?
For private companies with audited financial statements, the financials are typically audited under the rules of the American Institute of Certified Public Accountants (AICPA). Although AICPA financial statements are permitted under the proxy statement and tender offer rules, the SEC has issued guidance and comment letters stating that the S-4 registration/proxy statement or tender offer materials must include two to three years of financial statements for the target company, audited in compliance with the rules of the Public Company Accounting Oversight Board (PCAOB). The Super 8-K filed after closing of the de-SPAC transaction requires three years of PCAOB compliant financials. As a result, even if the target company has audited financial statements, additional audit procedures will be required before its financial statements are ready to be filed with the SEC. Because preparation of these audited financial statements tends to be the gating item for the filing of the S-4 registration/proxy statement or tender offer materials, and thus dictates the timeline for completing the acquisition, SPACs will focus early on the target company’s financial statements and audit review or readiness.
What level of SEC review should be anticipated?
SPACs and target companies should anticipate and prepare for a thorough SEC review of the S-4 registration/proxy statement that is similar to the review given to an IPO prospectus. Specifically, the SEC recently issued guidance regarding disclosure considerations for SPACs in connection with their IPOs and business combination transactions focused on conflicts of interest, economic interests and incentives, and compensation to the SPAC sponsors and affiliates.
Which lock-up restrictions are typically negotiated in connection with a de-SPAC?
As compared to the almost standard 180-day lock-up period in IPOs, the lock-up period for target company shareholders can range from 180 days to one year. Sponsors are typically subject to a one-year lock-up that may terminate early if the stock trades above a specified price for a specified period at any time after 150 days following completion of the de-SPAC transaction. The lock-up for target shareholders may be for a shorter period, to stagger the sales, or it may be for a one-year period to align the interests of the target shareholders with the those of the sponsor. In either case, the lock-up will typically be subject to the same performance exception granted to the sponsor.
Which lock-up restrictions are typically negotiated in connection with a de-SPAC?
As compared to the almost standard 180-day lock-up period in IPOs, the lock-up period for target company shareholders can range from 180 days to one year. Sponsors are typically subject to a one-year lock-up that may terminate early if the stock trades above a specified price for a specified period at any time after 150 days following completion of the de-SPAC transaction. The lock-up for target shareholders may be for a shorter period, to stagger the sales, or it may be for a one-year period to align the interests of the target shareholders with the those of the sponsor. In either case, the lock-up will typically be subject to the same performance exception granted to the sponsor.
What to expect after the deal closes and SAGA Scientific Holdings Corp. starts trading on the Nasdaq?
SHOWTIME
Enzolytics, Inc. Announces Execution of Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp. and Updates the Progress on the African Project
ACCESSWIRE - Mon Apr 17, 2:00AM CDT
The transaction, once completed, will provide BGEN and VIRO with significant additional capital to continue their development and expansion of existing and future technology platforms. In addition, Sagaliam expects to raise additional capital through a private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by BGEN and VIRO to pay transaction-related expenses and fund the clinical trials of ITV-1, marketing of IPF Immune™, production of fully human monoclonal antibodies (mAbs) and continued advancement in its proprietary technology involving the application of Artificial Intelligence (AI) in therapeutic discoveries and production.
The CEO of BGEN, Dr. Gaurav Chandra, emphasized the progress being made by the Company using its Artificial Intelligence (AI) platform. "We continue to utilize our disruptive AI platform to identify conserved immutable epitopes on viruses and then produce species-specific monoclonal antibodies targeting those sites. We are advancing in production of multiple monoclonal antibodies against HIV, SARS-CoV-2, and the Feline Leukemia virus. Our AI platform drives the Company's drug discovery and development and executes our strategy to produce multiple therapeutics protected by International Patents. We take pride in strengthening our IP portfolio and protecting the anti-virus therapeutics, their production method, use in diagnostics and prognostics. Our application of Artificial Intelligence to drug formulation and creation is a move ahead of big pharma's monoclonal antibody discovery and development. We recognize that large pharmaceutical companies are now focused more than ever on the significant advantage provided by AI in creating highly successful therapeutics. We continue to engage with large pharma and discuss potential partnerships involving our AI platform."
Enzolytics Inc. Continues Progress with Business Combination; Biogenysis Announces Team and Plans for Success
ACCESSWIRE - Thu Apr 27, 2:00AM CDT
Dr. Joseph Cotropia will assume the Chief Scientific Officer position of Biogenysis. Dr. Cotropia said, "I am encouraged to see a roadmap and strategies in place to fulfill my life's work. We were few when we started, and it is encouraging to now have many professionals and partnering companies that believe in our science and therapies. Our AI platform and the collaboration we have with Samsung Biologics will accelerate our progress. Since the steps from early discovery to IND studies are identical, we can move ahead rapidly with production of multiple Monoclonal Antibodies."
Charles Cotropia, CEO of Enzolytics, stated, "At Biogenysis, we have a pipeline of Monoclonal Antibodies. In addition, we are creating a strong IP portfolio for multiple infectious diseases covering diagnostics, therapeutics, and vaccines for these viruses. Strategically, we are focused on meeting milestones and licensing each of these assets. The SPAC agreement allows us to move forward with multiple Monoclonal Antibodies simultaneously, bringing significant value to our shareholders."
Enzolytics, Inc. Reports Amendment to Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp.
ACCESSWIRE - Thu Jun 29, 4:30AM CDT
Sagaliam expects to raise additional capital through private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by VIRO to pay transaction-related expenses and fund the clinical trials of it anti-HIV therapeutic ITV-1, complete the African Project and advance marketing of IPF Immune™. The funds are to be used by BGEN to complete the production of and test species-specific monoclonal antibodies (mAbs) for treating COVID-19, HIV, and Feline Leukemia. The funding will significantly enhance BGEN's drug discovery capabilities using its proprietary, cutting-edge Artificial Intelligence (AI) technology and enlarge its IP portfolio while also expanding the AI platform's capabilities to advance health care from that based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.
It is anticipated that ENZC will dividend to the existing ENZC shareholders the Saga shares received as the purchase price of the subsidiaries. This will occur on the dividend date in accordance with the individual shareholder's percentage ownership of the Company.
Virogentics, Inc. Provides Update on African Project, European Medicine Agency Application and Clinical Trials for Application for Type 2 Diabetes
ACCESSWIRE - Fri Aug 4, 4:30AM CDT
Finally, ENZC has negotiated additional compensation in the form of a monthly management fee to be paid by Sagaliam Acquisition Corp (SAGA) to ENZC over a 30-month period following the close of the purchase of BGEN and VIRO. The funds will be used to facilitate the continued compliance of ENZC's OTC Market filing requirements, administration of the dividend payment of the 45 million SAGA share issuance received as part of the SAGA purchase transaction to the ENZC shareholders and the Company's development of a new business strategy to be implemented after the close of the sale of BGEN and VIRO. ENZC and SAGA have continued the process of documenting the Business Combination agreement and expect to provide further guidance later this month.
Enzolytics Announces the Signing of the Business Combination Agreement with Sagaliam Acquisition Corp (SAGA)
ACCESSWIRE - Mon Sep 18, 3:00AM CDT
Dr. Gaurav Chandra, CEO of BGEN, stated: "Biogenysis strives to make a significant impact in drug discovery and development by utilizing advanced AI technology. Our focus is on safeguarding our assets with multi-layered security while expanding our IP portfolio to include AI-driven monoclonal antibodies. With these antibodies, we aim to revolutionize the fight against HIV, COVID-19 mutations, and other viruses. Collaborating with pharmaceutical companies, our focus is to cover all viruses in our repository, providing patients with necessary diagnostics and therapies. Our AI Platform is constantly evolving with disruptive innovations in healthcare. We are proud to be at the forefront of this crucial work and look forward to continuing to positively impact the world."
Charles Cotropia, Enzolytics' CEO, said, "We have a well-defined strategy and the necessary technology in place for producing numerous therapeutics for successfully treating numerous viruses that affect patients around the world. Completing the business combination with Sagaliam comes at a critical time. By providing additional funding to Biogenysis and Virogentics, this combination will make possible the final development of the numerous therapeutics now being produced."
Barry Kostiner, the CEO of Sagaliam, stated, "Being listed on Nasdaq provides increased visibility and access to a broader pool of investors, facilitating the advance of our pioneering research and drug development initiatives. Bringing Virogentics and Biogenysis to our Nasdaq platform opens the door to funding which serves as the lifeblood of all pharmaceutical development companies. We are working with the investor community, as well as the dedicated VIRO and BGEN management teams, to secure the financial resources required to expedite clinical trials. With these investments, we aim to accelerate our progress, ensuring that both therapeutic and nutraceutical innovations swiftly find their way into the market, ultimately improving the lives of countless individuals."
The De-SPAC Timeline
After a SPAC and its target company announce their merger agreement, the first phase of the de-SPAC begins and the companies file an S-4 proxy statement with the SEC. The S-4 form provides financial information about the two parties, along with other information that shareholders may be interested in, such as the history of the target company, information about its industry and the backgrounds of its founders and executives. Sometimes the SEC will ask the merger partners to clarify certain pieces of information in the S-4. This first phase usually takes between two to four weeks to complete.
Once the S-4 is on file at the SEC, the merger parties determine the date that shareholders will vote on the merger. A proxy solicitor is hired and begins the process of contacting shareholders to inform them of the upcoming vote and to encourage them to participate. This second phase generally takes another two weeks to complete.
In the final phase, which lasts about two weeks, the target company holds a road show to meet with the SPAC’s shareholders to sell them on the benefits of the merger. If the transaction goes through, the parties will file another document with the SEC, which is called an 8-K. The 8-K form announces the conclusion of the deal, at which point the target company becomes the surviving entity in the merger.
From beginning to end, the whole de-SPAC process may take as little as six to eight weeks to complete, in a best-case scenario. The process can take up to several more months, however, depending on the length of the SEC’s review of the necessary filings.
The De-SPAC Process
For private companies looking for capital to fund growth, a de-SPAC can offer an accelerated path to that goal. In many other ways, using a de-SPAC transaction to gain access to public capital is similar to the IPO process. There is an intense period of work after the merger plan is announced to complete regulatory filings and answer questions from prospective shareholders. The selling of the deal typically happens in a road show over the course of several weeks, after which shareholders have the right to either commit to the merger or not. This last part differs from an IPO in that a SPAC has already raised money, whereas an IPO involves raising new capital. For the company hoping to become public, however, the stakes are the same: They can raise the capital they’re hoping for, they can get more than they’re hoping for, or they can get less.
Will it be a Halloween Treat, an Early Bird Thanksgiving or a Very Merry Christmas?
Please tell us HOW Cotropia, Zhabilov and Barry Kostiner are going to get enrich.
You said:
I would think so.
Form S-4 is a registration statement required by the Securities and Exchange Commission (SEC) for companies planning a merger, takeover, or exchange offer.
The purpose of Form S-4 is to provide transparency and disclosure regarding merger, takeover, or exchange offer decisions.
It allows the market to react to the announcement, and investor confidence in the merger influences the share prices of the acquirer and target companies.
Investor Opportunities: Investors closely following Form S-4 filings can benefit from the market reaction to merger announcements.
Form S-4 is a type of registration statement that is required to be filed with the US Securities and Exchange Commission (SEC) , under the Securities Act of 1933. The SEC Form S-4 is used by all companies who are involved in the process of acquisition, merger, any kind of exchange offer or any other form of business combination.
It is a source of information to the SEC and also for the shareholders of the companies regarding the transaction process and the impact that the collaborations have on the participating companies.
It is an important filing under the regulation which ensures proper communication and transparency to the shareholders and SEC. Form S-4 instructions protect investor interests by helping in clear and correct disclosure of important information and also the securities offered in the process.
What to expect after the deal closes and SAGA Scientific Holdings Corp. starts trading on the Nasdaq?
SHOWTIME
Enzolytics, Inc. Announces Execution of Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp. and Updates the Progress on the African Project
ACCESSWIRE - Mon Apr 17, 2:00AM CDT
The transaction, once completed, will provide BGEN and VIRO with significant additional capital to continue their development and expansion of existing and future technology platforms. In addition, Sagaliam expects to raise additional capital through a private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by BGEN and VIRO to pay transaction-related expenses and fund the clinical trials of ITV-1, marketing of IPF Immune™, production of fully human monoclonal antibodies (mAbs) and continued advancement in its proprietary technology involving the application of Artificial Intelligence (AI) in therapeutic discoveries and production.
The CEO of BGEN, Dr. Gaurav Chandra, emphasized the progress being made by the Company using its Artificial Intelligence (AI) platform. "We continue to utilize our disruptive AI platform to identify conserved immutable epitopes on viruses and then produce species-specific monoclonal antibodies targeting those sites. We are advancing in production of multiple monoclonal antibodies against HIV, SARS-CoV-2, and the Feline Leukemia virus. Our AI platform drives the Company's drug discovery and development and executes our strategy to produce multiple therapeutics protected by International Patents. We take pride in strengthening our IP portfolio and protecting the anti-virus therapeutics, their production method, use in diagnostics and prognostics. Our application of Artificial Intelligence to drug formulation and creation is a move ahead of big pharma's monoclonal antibody discovery and development. We recognize that large pharmaceutical companies are now focused more than ever on the significant advantage provided by AI in creating highly successful therapeutics. We continue to engage with large pharma and discuss potential partnerships involving our AI platform."
Enzolytics Inc. Continues Progress with Business Combination; Biogenysis Announces Team and Plans for Success
ACCESSWIRE - Thu Apr 27, 2:00AM CDT
Dr. Joseph Cotropia will assume the Chief Scientific Officer position of Biogenysis. Dr. Cotropia said, "I am encouraged to see a roadmap and strategies in place to fulfill my life's work. We were few when we started, and it is encouraging to now have many professionals and partnering companies that believe in our science and therapies. Our AI platform and the collaboration we have with Samsung Biologics will accelerate our progress. Since the steps from early discovery to IND studies are identical, we can move ahead rapidly with production of multiple Monoclonal Antibodies."
Charles Cotropia, CEO of Enzolytics, stated, "At Biogenysis, we have a pipeline of Monoclonal Antibodies. In addition, we are creating a strong IP portfolio for multiple infectious diseases covering diagnostics, therapeutics, and vaccines for these viruses. Strategically, we are focused on meeting milestones and licensing each of these assets. The SPAC agreement allows us to move forward with multiple Monoclonal Antibodies simultaneously, bringing significant value to our shareholders."
Enzolytics, Inc. Reports Amendment to Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp.
ACCESSWIRE - Thu Jun 29, 4:30AM CDT
Sagaliam expects to raise additional capital through private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by VIRO to pay transaction-related expenses and fund the clinical trials of it anti-HIV therapeutic ITV-1, complete the African Project and advance marketing of IPF Immune™. The funds are to be used by BGEN to complete the production of and test species-specific monoclonal antibodies (mAbs) for treating COVID-19, HIV, and Feline Leukemia. The funding will significantly enhance BGEN's drug discovery capabilities using its proprietary, cutting-edge Artificial Intelligence (AI) technology and enlarge its IP portfolio while also expanding the AI platform's capabilities to advance health care from that based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.
It is anticipated that ENZC will dividend to the existing ENZC shareholders the Saga shares received as the purchase price of the subsidiaries. This will occur on the dividend date in accordance with the individual shareholder's percentage ownership of the Company.
Virogentics, Inc. Provides Update on African Project, European Medicine Agency Application and Clinical Trials for Application for Type 2 Diabetes
ACCESSWIRE - Fri Aug 4, 4:30AM CDT
Finally, ENZC has negotiated additional compensation in the form of a monthly management fee to be paid by Sagaliam Acquisition Corp (SAGA) to ENZC over a 30-month period following the close of the purchase of BGEN and VIRO. The funds will be used to facilitate the continued compliance of ENZC's OTC Market filing requirements, administration of the dividend payment of the 45 million SAGA share issuance received as part of the SAGA purchase transaction to the ENZC shareholders and the Company's development of a new business strategy to be implemented after the close of the sale of BGEN and VIRO. ENZC and SAGA have continued the process of documenting the Business Combination agreement and expect to provide further guidance later this month.
Enzolytics Announces the Signing of the Business Combination Agreement with Sagaliam Acquisition Corp (SAGA)
ACCESSWIRE - Mon Sep 18, 3:00AM CDT
Dr. Gaurav Chandra, CEO of BGEN, stated: "Biogenysis strives to make a significant impact in drug discovery and development by utilizing advanced AI technology. Our focus is on safeguarding our assets with multi-layered security while expanding our IP portfolio to include AI-driven monoclonal antibodies. With these antibodies, we aim to revolutionize the fight against HIV, COVID-19 mutations, and other viruses. Collaborating with pharmaceutical companies, our focus is to cover all viruses in our repository, providing patients with necessary diagnostics and therapies. Our AI Platform is constantly evolving with disruptive innovations in healthcare. We are proud to be at the forefront of this crucial work and look forward to continuing to positively impact the world."
Charles Cotropia, Enzolytics' CEO, said, "We have a well-defined strategy and the necessary technology in place for producing numerous therapeutics for successfully treating numerous viruses that affect patients around the world. Completing the business combination with Sagaliam comes at a critical time. By providing additional funding to Biogenysis and Virogentics, this combination will make possible the final development of the numerous therapeutics now being produced."
Barry Kostiner, the CEO of Sagaliam, stated, "Being listed on Nasdaq provides increased visibility and access to a broader pool of investors, facilitating the advance of our pioneering research and drug development initiatives. Bringing Virogentics and Biogenysis to our Nasdaq platform opens the door to funding which serves as the lifeblood of all pharmaceutical development companies. We are working with the investor community, as well as the dedicated VIRO and BGEN management teams, to secure the financial resources required to expedite clinical trials. With these investments, we aim to accelerate our progress, ensuring that both therapeutic and nutraceutical innovations swiftly find their way into the market, ultimately improving the lives of countless individuals."
No
The 8K filed on the 15th was to announce the signing of the Business Combination Agreement.
The De-SPAC Timeline
After a SPAC and its target company announce their merger agreement, the first phase of the de-SPAC begins and the companies file an S-4 proxy statement with the SEC. The S-4 form provides financial information about the two parties, along with other information that shareholders may be interested in, such as the history of the target company, information about its industry and the backgrounds of its founders and executives. Sometimes the SEC will ask the merger partners to clarify certain pieces of information in the S-4. This first phase usually takes between two to four weeks to complete.
Once the S-4 is on file at the SEC, the merger parties determine the date that shareholders will vote on the merger. A proxy solicitor is hired and begins the process of contacting shareholders to inform them of the upcoming vote and to encourage them to participate. This second phase generally takes another two weeks to complete.
In the final phase, which lasts about two weeks, the target company holds a road show to meet with the SPAC’s shareholders to sell them on the benefits of the merger. If the transaction goes through, the parties will file another document with the SEC, which is called an 8-K. The 8-K form announces the conclusion of the deal, at which point the target company becomes the surviving entity in the merger.
From beginning to end, the whole de-SPAC process may take as little as six to eight weeks to complete, in a best-case scenario. The process can take up to several more months, however, depending on the length of the SEC’s review of the necessary filings.
The De-SPAC Process
For private companies looking for capital to fund growth, a de-SPAC can offer an accelerated path to that goal. In many other ways, using a de-SPAC transaction to gain access to public capital is similar to the IPO process. There is an intense period of work after the merger plan is announced to complete regulatory filings and answer questions from prospective shareholders. The selling of the deal typically happens in a road show over the course of several weeks, after which shareholders have the right to either commit to the merger or not. This last part differs from an IPO in that a SPAC has already raised money, whereas an IPO involves raising new capital. For the company hoping to become public, however, the stakes are the same: They can raise the capital they’re hoping for, they can get more than they’re hoping for, or they can get less.
Will it be a Halloween Treat, an Early Bird Thanksgiving or a Very Merry Christmas?
Probably not and he does not have to.
He has to file a plan by the 25th not the 10Q.
His auditor is under SEC scrutiny.
I expect a plan to be submitted.
SAGA has until September 25, 2023 to submit a plan:
Sagaliam Acquisition Corp. (the “Company”) received a delinquency notification letter (“Notice”) from the Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) on July 25, 2023 due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q”). The Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
The Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date for filing the Form 10-Q or until November 20, 2023, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
Agreed
ENZC just get shares and a monthly fee for 30 months starting at $30,000 for six months and then it may be adjusted depending on expenditures.
There is money involved.
We just don't know how much is coming from the SAGA trust and how much is coming through PIPES.
We will find out when the 8K is released.
ENZC was unable to raise significant funding being on the OTC.
This agreement gives them an opportunity to move forward.
What ENZC has is POTENTIAL.
Will it be realized?
It is quite possible with what they have on the table.
Whether it is ENZC or any company they must produce results leading to revenue and profits.
As I said earlier and will say again the bottom line is:
Whether ENZC stayed as the are or move forward with SAGA, they must perform ie provide results by producing revenue and profit.
What will drive SAGA Scientific Holdings Corp. share price is results of operations such as announcing clinical trials and their results through different stages ,licensing agreements, partnering and whatever else they can do to bring shareholder value.
Sagaliam Acquisition Corp. (SAGA)
11.50 +0.55 (5.02%)
After-hours:
Sep 15, 2023, 6:42 PM EDT
Sagaliam Acquisition Corp. (SAGA) Signs Definitive Agreement with Enzolytics Inc. (OTC PK: ENZC)
https://www.spacinsider.com/news/deal-announcements-amendments/sagaliam-signs-definitive-agreement-with-enzolytics
Sagaliam (NASDAQ:SAGA), which previously announced it had signed a non-binding letter of intent (LOI) for the purchase of Biogenysis, Inc. and Virogentics Inc., operating subsidiaries of Enzolytics Inc. (OTC Pink: ENZC), announced this afternoon that it has now executed a definitive business combination agreement. However, additional details were sparse.
The LOI was initially announced on April 17, but at that time, the parties expected a definitive agreement to be finalized by May 19.
The LOI was further amended on June 30th and significantly increased the combined purchase price from $250 million to $450 million with a planned raise of additional capital through a PIPE transaction.
Today’s press release did not provide any specifics to the deal, or if the purchase price is still $450 million, but presumably this will be detailed in a subsequent 8-K.
However, prior press releases noted that Virogentics intends to use the funds raised to support clinical trials of its anti-HIV therapeutic ITV-1, complete the African Project, and advance the marketing of its IPF Immune.
As for Biogenysis, it will use the funds to finalize the production and testing of species-specific monoclonal antibodies for COVID-19, HIV, and Feline Leukemia. This funding will enhance Biogenysis’ drug discovery capabilities using proprietary AI technology, expand its IP portfolio, and advance healthcare towards predictive, preventive, personalized, and participatory medicine.
Earlier this year, Sagaliam terminated its proposed merger with Arabian Entertainment Company (AEC), just a few months after their deal announcement.
The Make-Whole provision only comes into play if the stock price is below $10.