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Just patiently waiting for:
1) Ticker change
2) Name change
3) Mexico distribution implementation/rollout
4) DR MoH approval of Escozine as a COVID-19 treatment
5) FDA approving Escozine for a 30-to-60 patient pilot study to show proof of concept within the US
I suspect (as others have posted too) that Dr JJ needs the 25M to pay for legal fees to defend NRXP in the courts. He's going for broke on this bet of his. JMHO
Your welcome. There is a very short wait until they approve it though. I can't remember if that was 1 hour or 1 day.
Good point on mix of time zones. But there's valuable, serious DD dialog mixed in with childish nonsense on the 'general' channel. However, it's very entertaining for folks who have nothing else to do with their time/lives.
wthem... you should be forewarned though that there can be a TON of OT posts (particularly on the GENERAL channel) mixed in with some good discussion. I gave up on trying to sort out the relevant from the irrelevant. There is a lot of playing around on the GENERAL channel with some goofy gifs and all.
All of the channels under "Relief Announcements" are kept very clean though (On Topic is enforced) - ex: clinical-trials-update and lawsuit.
Some of those posters must not have day jobs. They post alllll day long and sometimes into the night. Analysis paralysis! IMO constantly rehashing the DD from every single different angle does NOT add value. On the "lawsuit" channel a @Mopar is a lawyer who occasionally adds some great legal perspective.
IMO we simply have to wait for either the FDA decision on EUA, OR for the June 5, 2022 PDUFA data for ACER-001. Other positive events/catalysts may soon emerge from other trials, but that's grasping for straws IMO. GLTY
Relief Therapeutics Announces That Its Collaboration Partner, Acer Therapeutics, was Issued U.S. Patent 11,202,767 Covering ACER-001 Methods of Use for the Treatment of Urea Cycle Disorders and Maple Syrup Urine Disease
Geneva, Switzerland, February 1, 2022 – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (“Relief”), a biopharmaceutical company seeking to provide patients therapeutic relief from serious diseases with high unmet need, today announced that its collaboration partner, Acer Therapeutics, has been issued a new patent from the U.S. Patent and Trademark Office (USPTO) for certain claims related to ACER-001 (sodium phenylbutyrate). Specifically, patent 11,202,767 covers methods of use claims related to ACER-001’s multi-particulate dosage formulation for oral administration as a potential treatment for Urea Cycle Disorders (UCDs) and Maple Syrup Urine Disease (MSUD). These claims are in addition to the previously reported issuance of patent 11,154,521, which covers pharmaceutical composition claims of ACER-001. Both patents have an expiration date in 2036. Acer Therapeutics’ New Drug Application (NDA) for ACER-001 to treat UCDs is currently under U.S. Food and Drug Administration (FDA) review, with a Prescription Drug User Fee Act (PDUFA) target action date of June 5, 2022.
“Our collaboration partner, Acer Therapeutics, continues to solidify their intellectual property portfolio for ACER-001,” stated Raghuram (Ram) Selvaraju, Chairman of Relief. “We believe this coated formulation of sodium phenylbutyrate could be an important treatment for patients with UCDs and we hope to extend its use as a potential treatment for MSUD and other indications. In the meantime, Relief remains focused on submitting a Marketing Authorization Application for ACER-001 for the treatment of patients with UCDs in Europe.”
About UCDs
UCDs are a group of disorders caused by genetic mutations that result in a deficiency in one of the six enzymes that catalyze the urea cycle, which can lead to an excess accumulation of ammonia in the bloodstream, a condition known as hyperammonemia. Acute hyperammonemia can cause lethargy, somnolence, coma, and multi-organ failure, while chronic hyperammonemia can lead to headaches, confusion, lethargy, failure to thrive, behavioral changes, and learning and cognitive deficits. Common symptoms of both acute and chronic hyperammonemia also include seizures and psychiatric symptoms.1,2 The current treatment of patients with UCDs consists of dietary management to limit ammonia production in conjunction with medications that provide alternative pathways for the removal of ammonia from the bloodstream. Some patients may also require individual branched-chain amino acid supplementation.
Current medical treatments for patients with UCDs include nitrogen scavengers, RAVICTI® and BUPHENYL®, in which the active pharmaceutical ingredients are glycerol phenylbutyrate and sodium phenylbutyrate, respectively. According to a 2016 study by Shchelochkov et al., published in Molecular Genetics and Metabolism Reports3, while nitrogen scavenging medications have been shown to be effective in helping to manage ammonia levels in some patients with UCDs, non-compliance with treatment is common. Reasons referenced for non-compliance associated with some available medications include aversive taste and odor4, frequency with which medication must be taken, required number of pills, and the high cost of the medication.
About ACER-001
ACER-001 (sodium phenylbutyrate) is being developed for the treatment of various inborn errors of metabolism, including UCDs and MSUD. ACER-001 is a nitrogen-binding agent in development for use as adjunctive therapy in the chronic management of patients with UCDs involving deficiencies of carbamylphosphate synthetase (CPS), ornithine transcarbamylase (OTC), or argininosuccinic acid synthetase (AS). ACER-001’s multi-particulate dosage formulation for oral administration is designed to minimize the aversive taste and odor4 of sodium phenylbutyrate while quickly dissolving in the stomach. The ACER-001 NDA for UCDs is currently under FDA review with a PDUFA target action date of June 5, 2022. ACER-001 is also being developed for MSUD and has been granted orphan drug designation by the FDA for this indication. ACER-001 is an investigational product candidate which has not been approved by FDA, the European Medicines Agency (EMA), or any other regulatory authority.
References
1. Ah Mew N, et al. Urea cycle disorders overview. Gene Reviews. Seattle, Washington: University of Washington, Seattle; 1993.
2. Häberle J, et al. Suggested guidelines for the diagnosis and management of urea cycle disorders. Orphanet Journal of Rare Diseases. 2012;7(32).
3. Shchelochkov OA, et al. Barriers to drug adherence in the treatment of urea cycle disorders: Assessment of patient, caregiver and provider perspectives. Mol Genet Metab. 2016;8:43-47.
4. Peña-Quintana L, et al. Profile of sodium phenylbutyrate granules for the treatment of urea-cycle disorders: patient perspectives. Patient Prefer Adherence. 2017 Sep 6;11:1489-1496.
About RELIEF THERAPEUTICS Holding SA
Relief focuses primarily on clinical-stage programs based on molecules with a history of clinical testing and use in human patients or a strong scientific rationale. Relief’s lead drug candidate, RLF-100™ (aviptadil), a synthetic form of Vasoactive Intestinal Peptide (VIP), is in late-stage clinical testing in the U.S. for the treatment of respiratory deficiency due to COVID-19 through Relief’s collaboration partner in the U.S., NeuroRx, Inc. As part of its pipeline diversification strategy, in March 2021, Relief entered into a Collaboration and License Agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001. ACER-001 is a taste-masked and immediate release proprietary powder
formulation of sodium phenylbutyrate (NaPB) for the treatment of Urea Cycle Disorders and Maple Syrup Urine Disease. Finally, Relief's recently completed acquisitions of APR Applied Pharma Research SA and AdVita Lifescience GmbH, bring to Relief a diverse pipeline of marketed and development-stage programs.
RELIEF THERAPEUTICS Holding SA is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFTF and RLFTY. For more information, visit www.relieftherapeutics.com.
Follow us on LinkedIn.
CONTACT:
RELIEF THERAPEUTICS Holding SA
Jack Weinstein
Chief Financial Officer and Treasurer
contact@relieftherapeutics.com
FOR MEDIA/INVESTOR INQUIRIES:
Rx Communications Group
Michael Miller
+1-917-633-6086
mmiller@rxir.com
Relief Forward-Looking Statements
This communication expressly or implicitly contains certain forward-looking statements concerning RELIEF THERAPEUTICS Holding SA and its businesses. Such statements involve certain known and unknown risks, uncertainties and other factors, including (i) whether the FDA will approve Acer’s NDA for ACER-001, (ii) whether any application submitted to European authorities seeking marketing authorization for ACER-001 for the treatment of patient in Europe with UCDs will be approved, and (iii) those other risks, uncertainties and factors described in RELIEF THERAPEUTICS Holding SA’s press releases and filings with the SIX Stock Exchange, all of which could cause the actual results, financial condition, performance or achievements of RELIEF THERAPEUTICS Holding SA to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. RELIEF THERAPEUTICS Holding SA is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
June 5, 2022 PDUFA date just around the corner!!
What Biotech Investors Must Know Before PDUFA Dates....
https://investmentu.com/one-day-gains-of-up-to-74-percent/
The side affect explained in the link is too rare for me to be concerned about (1991 out of 192,405,448). IMO we run much higher risks with other things in day to day living. However, aviptadil (which has been proven to be safe) is needed not only for covid therapy, it's needed for other forms of lung illnesses. The FDA really dropped the ball on this one.
pegs - RLFTF may vote on their pay raises this Friday at the RLFTF Extra Ordinary Meeting. I doubt the FDA is waiting for the NIH trial since that is many, many, months away from completion.
Why not approval for a safe med like aviptadil/zyesami ??
Because it would infringe on the profits made by selling 'remdesivir'.
Why is the FDA Funded in Part by the Companies It Regulates?
65% of the funding for human drug regulatory activities are derived from user fees.
https://today.uconn.edu/2021/05/why-is-the-fda-funded-in-part-by-the-companies-it-regulates-2/?fbclid=IwAR3teoSesPY-77FblIA9CRwwj5aF7myqZCI_aj9AgIkJEKDR5GqW533Sios#
As far as I know the FDA never provided a time table for making a decision. However, a Feb/Mar timeframe would seem logical considering that the FDA has already studied most of the data in the current EUA application.
I've always felt that there should be an independent, bi-partisan oversight committee watching the FDA decision panel. They have too much power, which opens the door to gross biases and even corruption and/or collusion. It's ridiculous that the FDA is given so much power over peoples lives. This topic should be a platform topic for the next presidential election.
Daytrader1 - are you aware of a web service that will text or email an alert if a particular stock order (real time) exceeds a specified $ value (as in this case $40,000)? TradeStation provides "Time and Sales" data, however it won't email/text me if a threshold is triggered.
pegs, yep we bet on the wrong horse. So did GEM and RLFTF insiders, and many others. Let's hope that the courts will set things right for the shareholders.
A post from an attorney who is invested in RLFTF. I wasn't sure if the alias should be kept private, so I'm leaving that off as a precaution. This is just some good food for thought. IMO, one way out of the slew of law suits hitting JJ is to settle quickly out of court which should cause the PPS of of stocks to recover nicely, hence making for happier shareholders.
xxxxxx is a highly experienced professional legal attorney who has just posted some further overview....
Having waited to review the exchange between NRXP and RLF to date..
"When there’s blood in the water sharks come to feed. Class action lawsuits require a lot of money and resources to be paid by the attorneys to certify the class then move forward with costly litigation. Attorneys won’t spend their money and resources unless there is certainty in the claim. They don’t have a client to pick up the cost of an unsuccessful lawsuits when it comes to a class action suit so they do due diligence before committing to a cause that they are ethically required to finance to a completion on their own dime. Unfortunately for NRXP, they are going to have to come up with serious legal fees to defend it. The law firm has identified a pathway to their target. This will be a further dilution of NRXP resources for legal defense against several lawsuits that will be moving at the same time. They have to be perfect and win every lawsuit whereas any loss will cripple them. It’s the worse possible position to be in for NRXP and these law firms know it!!! Perfect storm forming!!"
" Those shareholders lawsuits will have no effect on Relief’s lawsuit. However, it’s gives Relief’s lawyers more resources as they will be sharing investigational data, deposition transcript, and etc. with each other as long as there is no conflict or harm to their respective clients."
Question :- And if NRXP accepts themselves as collaboration partners with relief, would these class action lawsuits still be carried???
Answer...
"I don’t see any joint liability claims in my opinion where Relief incurs joint liability insolido with NRXP as to their shareholders as outlined in the claims. Respondent superior doctrine only apples if the action complained of was directed by Relief or was for the direct benefit of Relief. Besides there is also the doctrine called promissory estoppel that prevents you from switching your positions when it benefits you. Either NRXP considers themselves a CA partner or they don’t. They have clearly stated that they have not acted or consider themselves actively a CA partner. They have already painted themselves out of that defense option in my opinion. But again nothing in law is 100%. Just sharing info on the process not the outcome. No crystal ball has ever worked for me. Lol. But it’s great to know the rules of the game and process to make educated decisions and risk assessments."
That's a another topic. Yes, by fall 2022 covid may be behind us, unless a new dangerous variant surfaces.
Jack, I totally agree with you. My previous prediction was summer 2022 at best for EUA. Likely it will be fall 2022. It takes 30-60 days to collect raw data and package the EUA application (AFTER trial ends). Then give the FDA 30-90 days to make a decision. That assumes that the FDA doesn't ask for new info during the EUA evaluation period...which they have a nasty habit of doing.
So then why did WHO declare that it did NOT come from China? Why not straddle the fence until the truth comes in. If China threatened their life, then those supports my thinking for not trusting anything the WHO says. They are under the control of China.
Giov..I think in 2-3 months Omicron will be behind us. It's like a bad cold sweeping across the country very fast.
Giov.. I don't personally put a lot of credibility on what the WHO says. Wasn't it the WHO that originally stated that the covid virus did NOT come from China. They helped China try and cover it up IMO.
pegs... I'd like to see it happen before mediation talks begin.
Today's PR is great news for investors. It demonstrates that QNTA management is working hard behind the scenes. Crawl before they walk, walk before they run.
pegs - I don't have a crystal ball, but there is always a chance that EUA will be approved prior to ADR Level 3. Dr Joey Johnson believes that the new EUA application is narrowly focused such that it dramatically improves the odds of approval. You may want to check out his latest new video.
I personally feel that the FDA will make a decision on the EUA before NRX gets delisted.
RLFTF does have other things going for it besides the EAU. So if EUA is rejected I for one will NOT be dumping my RLFTF shares. I'll hold until summer/fall when other catalysts should have worked their course.
I have no plans of converting my shares to ADR until I am forced to do so.
GLTA
Neuro also has a growing NASDAQ "Delisting" risk!
Yes, he could be a silent lurker now. Thanks for the info on PMing.
thesword..of course then I assume the reader of the post must also know to read it during those narrow hours.
Great! Thanks for that reminder. Is that all day long? How long is HH?
LJ-Bodhi - If I remember correctly, think that you are one of the 'RLFTF longs' that have been around for a while. Do you remember J-Belfort? He constructed most of this boards Intro page, and he stopped posting here in July 2021. He is not a paid subscriber, so he cannot receive PMs. Are you privy on how to reach him? I'm assuming that he is posting on another board under another alias. If you can find a way to PM me, I can read them. Thanks in advance.
Clef.... J-Belfort's last post here on 7/2/21. He seemed to have predicted that EUA would be linked to the NIH trial.
J-Belfort
Post# 40588 of 43713
Friday, 07/02/2021 02:04:15 PM
We are "at bat" in the major leagues... the NIH trial data will be used confirm efficacy. Just a waiting game.
Best,
JB
Clef...I am reasonably certain (not 100%) that J-Belfort constructed that massive (and highly informative) Intro Page. His last post was on July 2, 2021. He claimed that he and his business partners had a very, very large financial stake in RLFTF. Just look up his posts. He was not happy with the constant, repetitive posts of xxxxx, so I suspect he left ihub for that reason. This will most likely be censored, so I'll PM it to you just in case.
pep...nice update! Thanks
Form S-8
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
QUANTA, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
632 S Glenwood Place
Burbank, CA 91506
(Address, including zip code, of Principal Executive Offices)
81-2749032
(I.R.S. Employer
Identification Number)
Quanta, Inc.
Equity Incentive Plan
(Full title of the plan)
Nevada Agency and Transfer Company
50 WEST LIBERTY STREET SUITE 880
Reno, NV 89501
Telephone: (775) 322-0626
(Name and address of agent for service)
Copies to:
Jeff Turner
JDT Legal, PLLC
897 Baxter Drive
South Jordan, UT 84095
(801) 810-4465
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? Smaller reporting company ?
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered Amount to be
Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (2)
Common Stock, $0.001 par value 35,654,780 shares $ 0.0088 $ 313,762.06 $ 29.09
(1) This registration statement (this “Registration Statement”) is being filed for purposes of registering 35,654,780 shares of common stock of Quanta, Inc. (the “Registrant”), issuable pursuant to our Equity Incentive Plan, as the same may be amended or restated (the “Equity Incentive Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares that may be offered or issued as a result of stock splits, stock dividends, or similar transactions.
(2) Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $0.0097 (high) and $0.0079 (low) sale price of the Registrant’s as reported on the OTC Markets on January 13, 2022, which date is within five business days prior to filing this Registration Statement.
This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.
INTRODUCTION
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with respect to the issuance of 35,654,780 shares of its common stock, $0.001 par value per share (the “Common Stock”), under the Registrant’s Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form S-8 will be sent or given to the individuals who participate in the Equity Incentive Plan in accordance with Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the Registrant’s Equity Incentive Plan are available without charge by contacting: Secretary, Quanta, Inc., 632 S Glenwood Place, Burbank, CA 91506 or by calling (818) 659-8052.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed (other than filings or portions of filings that are furnished under applicable SEC rules rather than filed) by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on April 15, 2021;
(b) All current and periodic reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since March 27, 2017; and
(c) The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form S-1 filed with the Commission on March 27, 2017, including any amendments thereto or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed (other than filings or portions of filings that are furnished under applicable Commission rules rather than filed) by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information filed under current Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
2
Item 6. Indemnification of Directors and Officers.
Nevada Statutes
Except as otherwise provided in the Nevada Revised Statutes (NRS), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director of the corporation against liability incurred in the proceeding if:
? His conduct was in good faith.
? He reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests.
? In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
However, a corporation may not indemnify a director in connection with either:
? A proceeding by or in the right of the corporation in which the director was determined to be liable to the corporation.
? Any other proceeding charging that the director derived an improper personal benefit (whether or not the proceeding involved action in the director’s official capacity), in which proceeding the director was determined to be liable on the basis that the director derived an improper personal benefit.
A corporation may pay for or reimburse reasonable expenses incurred by a director who is a party to a proceeding in advance of a final disposition if:
? The director furnishes the corporation a written affirmation of his good faith belief that he has met the applicable standard of conduct described in Sections 78.138 and 78.7502 of the NRS.
? The director furnishes to the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct.
? A determination is made that the facts then known to those making the determination would not preclude indemnification.
A corporation must indemnify a director who was successful in the defense of any proceeding or claim to which the director was a party because of the director’s status as a director of the corporation against reasonable expenses incurred in defending the proceeding or claim for which the director was successful.
Unless a corporation’s articles of incorporation provide otherwise:
? An officer of a corporation is entitled to mandatory indemnification to the same extent as a director of the corporation.
? A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.
? A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent than to a director. However, this must be consistent with public policy and provided for in the corporation’s articles of incorporation, bylaws, action of its board of directors, or contract.
3
Company Articles and By Laws.
Under our Bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Registrant as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law, or otherwise.
Without limiting the application of the foregoing, our board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Registrant to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Registrant would have the power to indemnify such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of the Registrant or any of our affiliated enterprises. We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act, or otherwise.
4
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4.1 Agreement and Plan of Merger and Reorganization, dated June 6, 2018, among Freight Solution, Inc., Bioanomaly, Inc. and Quanta Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed with the Commission on June 18, 2018).
4.2 Articles of Incorporation of Quanta, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Commission on March 27, 2017).
4.3 Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on February 5, 2019).
4.4 Bylaws of Quanta, Inc. (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Commission on March 27, 2017).
5.1 Opinion of JDT Legal, PLLC.
23.1 Consent of Weinberg & Company, P.A.
23.2 Consent of JDT Legal, PLLC (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
99.1 Quanta, Inc. 2019 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K (File No. 000-56025) filed with the Commission on June 27, 2019).
5
Item 9. Undertakings.
(a) Subsequent Disclosure
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) Incorporation by Reference
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Commission Position on Indemnification
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on January 14, 2022.
QUANTA, INC.
By: /s/ Arthur Mikaelian
Arthur Mikaelian
Chief Executive Officer
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Arthur Mikaelian Director, Chairman of the Board, CEO, CFO (Principal Executive January 14, 2022
Arthur Mikaelian Officer, Principal Accounting Officer)
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Thanks LJ-Bodhi. Your input is greatly appreciated. Are you a shareholder of RLFTF and/or NRXP?
Very nice! That sounds like a small army! Barracudas have a mean face on them, but are nice as long as their private territory isn't breached. So they say anyway.
turbo.. here are the credentials of the person who posted that. Of course I have no way of verifying the credentials, but the poster has posted enough times that I personally believe the poster has credibility.
Mopar
— Today at 2:19 AM
@AJK222 I put up a short synopsis of my legal background in the introduction section some time ago. I have been a civil trial lawyer for 25+ years and I have also been a defense counsel for large utility companies involved in commercial contract litigation plus mediation. I was a Magistrate Judge for 10+years. I am currently engaged in civil trial litigation as a founding member of a law firm. I don’t claim to be a know it all attorney as only a fool would make that claim. But, I’ve been around the block a few times . @Sam77 it’s a blatant error that veteran lawyers like Relief’s team will easily find. It’s very clear that the lawyers didn’t compose/edit that petition. Those lawyers just signed them. We have the more competent team on our side. I feel good about our position but it’s going to take time to conclude matters. #Pay-tience 4 the win!!’
One of the following PR announcements will put a little fire under the SP.
1) Name Change
2) Symbol Change
3) Announcement that FDA Phase 3 trials has begun (on humans)
An attorney's opinion from another board regarding todays PR rant from JJ............
I’ll give you my opinion on the latest update 1.) The complaint was not and I repeat was not written by a competent learned counselor of the law. That complaint was written by a layperson but signed by an attorney which tells me a lot about the attorneys. There was nothing legally significant contained in the document but just personal grievances/thought process of JJ plus I found an error in the document that I won’t disclose because of all of the NRXP spies I hope you guys know are in here. Relief’s attorneys will capitalize on those errors. 2.)Let’s look at the lawyers involved in this dispute. It’s very clear who has experience in this area of law. It’s not even close how superior Relief’s lawyers are when comparing their respective backgrounds. NRXP’s legal team claim to fame is a criminal prosecutor and a lawyer who got a judgment against an absentee defendant Palestine Government in a USA court. Any breathing person could do that not just a lawyer. Lol Look up Relief’s lawyers and you will see that they have done cases exactly like this one. NRXP lawyers are affiliated with Israel and are working at a severe discount I suspect. If you’re serious about your position then you pay for serious lawyers.
JJ’s plan is to delay the inevitable by stringing along litigation. He wants perpetual litigation with no ending. Our legal team will be focused on getting this matter ready for trial and getting an ending. JJ has no intentions of settling this matter. I know I’ve said this before and was reluctant to give my opinion again as I know there are NRXP investors here hoping for a settlement. It’s my wish each party go back and honor the CA but it’s my opinion it won’t happen. I was invested in both stocks but sold all my NRXP shares after assessing both companies. Nothing in the law is 100% but I feel 99% of the law is in favor of Relief. I have family and friends who are lawyers that were invested in Both. We all sold our shares of NRXP. In my opinion there no middle ground on NRXP stock, either they win the case or they lose the case and go under. JJ is going all in to the end and will take all he can during the journey. I plan to relax and focus on the other pipeline drugs that we have coming. I’m holding over 2mil shares and I plan to keep buying more. I have personally decided not to invest in NRXP which is controlled by one person that channel funds to his family. There’s no assurance he will ever show a profit when he can siphon off gains to his family. Just my opinion and my choice. I want everyone to succeed no matter your choices. Don’t let these different filing affect you emotionally as most of them mean nothing. GLTA
.... pill that will be taken at home such data is totally unnecessary.
That would be just your opinion.