I’d love to see those emails go out. But I’d suggest starting with the GFive lawyer. He has some explaining to do. PWC has already reported their findings thoroughly before the deal was approved by the same judges you’re approaching, so likely any miscommunication between PWC and GFives lawyer resides with the lawyer.

Unfortunately that’s how it worked out. The whole lot of assets sold for the 4.34M, which together with the net cash on hand, was to be split between Bioamber Sarnia and Bioamber Inc. 673k was to go toward Bioamber Inc. Comerica was deemed to have a priority interest to Mitsui and so Mitsui would get no recovery from amounts going toward Bioamber Sarnia. Mitsui agreed to accept 77% of the 673k as it’s only recovery, knowing that at the conclusion of bankruptcy their security over the IP would be wiped out (a moot point, as the IP was gone at that point anyway). This was actually in the 12th report, not the 11th, my mistake.

There was a document written by GFives lawyer that alleged pwc stated that the winning bid included a share purchase, an inconsistency cleared up as definitively as possible in the final disclosure of the winning and all bids, followed by no further objection from GFive.

Mitsui willfully signed over their security interest in the IP in exchange for 77% of the amounts owing to Bioamber inc, which ended up amounting to about 500k. Per the 11th Monitor Report.

I recall they qualified via the equity standard, meaning they needed assets less liabilities to equal 5M or more. That is an achievement for any business starting out, but for a company like this it just had to sell itself off to raise the cash. And selling stock at a discount to market is not achievement at all. It’s basically mechanical.

The company’s advisors on the uplist did their job. I’m not sure what they could have done better or why they would be blamed in favor of management who was directing them. They can’t force investors to value the company higher. And most knew exactly how the uplist was going to play out. All of the valuation predictions were silly as the company was valued every trading hour of every trading day beforehand.

That’s fine if you are a huge believer in the ceo. That’s what makes the market. But all the market size and market potential in the world doesn’t mean anything if a company isn’t capturing it. That’s why the upcoming financials will be so important.

Those guys never debunk anything. They just submit new random factoids from time to time and abandon them when they’re pushed to their logical conclusion. And then repeat anew later.

I’ll offer my (unsolicited) thoughts:

Seeking clarity Alpert. How can one be a “scammer” if one delivers on promises?

I don’t think the CEO is a scammer at all. I think in forums like these he’s been plagued by expectations that he’s visionary with a transcendental product. The product has been a real problem, and I think he’s probably a really accomplished guy who is frustrated this has been so hard. In fairness, he has had some real public lapses. Addressing “internet haters” and “shorts” does not instill confidence that he’s “been here before” as those are things crappy companies talk about. Also the time he mentioned that the uplist price wouldn’t be at the level it was trading at (implying it would be higher)- it’s a head shaker. He MUST have known it was going much, much lower in the near term, or else, as another poster has postulated, he has another problem.

VERB may be taking a bit longer that many would have hoped for, but it is unfolding just as Rory promised. From up-listing to NASDAQ (which you and others said couldn’t/wouldn’t happen)

Why is the uplist getting any sort of credit? It’s like getting a mortgage- you qualify, you apply, you get approved. I do think there was skepticism here about the timeframe that was being referenced, which was correct at the time.

to becoming the de facto sales enablement system leader for the $250 Billion Network Marketing space (and soon Interactive Streaming Video Conferencing service with VERBLive).

Such a huge jump. This company isn’t the de facto anything. Doesn’t mean they can’t get there. Give them a chance to try to get traction before shoving this unearned expectation on them.

150 employees now,

Yep, good for them. A sign of real activity. Could yield something positive.

over 1,000,000 users,

Yes. Let’s see what that means, but yes.

100+ business clients from around the globe

Let’s see what that means. Could be really something.

, no debt,

In and of itself not a great accomplishment as they’ve simply shifted toward dilutive equity raises.

Apple’s Nancy Heinen with us...

I think she’s probably fantastic. A great get that may or may not have been made possible by the issue in her background.

progress is unfolding before our very eyes.

Maybe. Let’s see the financials.

How could I have debunked it so completely if I hadn’t read?

Wait so the shareholder salvation isn’t that Bioamber still holds the patents after the documented liquidation and assignment of said patents, its that Mitsui does? When that is disproven, how will you go back (and we know with certainty you will)?

Truth is Mitsui sold its interest in the company for a dollar because it was afraid of the liability and ongoing funding requirements. It also took a security against the IP because it continued to be worried about the company meetings it’s obligations. Then the company threw its hands up, unable to meet its obligations, to get protection from the courts. And Mitsui had to settle for pennies on the dollar. All completely consistent with the trajectory of a company going bankrupt and getting liquidated.

No it is not. It’s old. Subsequent to this, the APA in its entirety was disclosed publicly, including the quantum of the Purchase Price and all other details.

Seriously?

More from the APA:

2.1 Purchase and Sale. At the Closing Time, on and subject to the terms and conditions of this Agreement and the Approval and Vesting Order, the Vendors shall sell to the Purchaser, and the Purchaser shall purchase from the Vendors, all of the Vendors’ rights, title and interests in and to the Purchased Assets, which Purchased Assets shall be free and clear of all Encumbrances, to the extent and as provided for in the Approval and Vesting Order, other than Permitted Encumbrances.

ARTICLE 3 PURCHASE PRICE AND TAXES
3.1 Purchase Price. The consideration payable by the Purchaser to the Vendors for the Vendors’ rights, title and interests in and to the Purchased Assets shall be $4,340,000 (the “Purchase Price”).

Given the conclusiveness of Recital J of the APA, do you still believe a valid argument can be made that separates the company’s interests and rights in and to the Purchased Assets in a way that requires some additional consideration?

Before you answer, please take into account that LCY, through their attorney, has already issued a To Whom it May Concern letter promising that shareholders will receive nothing from them in connection with any of their dealings with the company.

APA, page 4:

J. The Vendors desire to sell, transfer and assign to the Purchaser, and the Purchaser desires to acquire and assume from the Vendors, all of the Vendors’ rights, title and interests in and to the Purchased Assets, on the terms and subject to the conditions contained in this Agreement.


Vendors’ rights is not the same as their rights in and to the Purchased Assets.

But the poster I referenced has just educated you fully with a patent assignment signed by both parties.

Was is right. All the way through closing and discharge. Why would you have to wait for anything beyond that?

There is only one reason to do salary reductions: they are either experiencing, anticipating or preempting so as to try to avoid, a cash crunch.

The prior post contained the FULLY EXECUTED assignment of the patents, rendering the entirety of the second paragraph of the post you are agreeing with, definitively, hopelessly incorrect.

So now you can add a member of Parliament to the overwhelming list of sources who understand the transaction as an acquisition of assets with an opportunity to utilize those assets in (someone else’s) go forward business. How many sources will it take?

A two year lag between approval and announcement and no ability for the investing public to make an investment decision thereon including through deletion? Wow.

Unreal. Pulling evidence from a Monitor report? The same Monitor who issued the 10th report?

The Monitor is dismissed, having done their job. Anyone who's getting paid anything on this has been.

Couple ideas being floated about what the existence of a subdomain sarniajv.bio-amber.com could mean:

1) a JV between LCY and Bioamber

2) a JV between 2 parties who purchased the assets of Bioamber, notably a facility in Sarnia

Well, 2) is completely consistent with the transaction set forth by the Monitor, and approved by the court.

1) is not supported by anything and it was recently tacitly stated by a representative of LCY that they will not be enriching any former Bomber shareholders.

Pure Madness would be believing anything other than 2) above.

So the granting of the contingent comp was worthy of a public disclosure but doing a nine figure deal for equity gets no mention more than a year later?

But did they positively state that an additional transaction involving company equity did not happen in another dimension?

Its like whack-a-mole.

Trying to show patent documents as evidence of an otherwise completely unannounced deal is just nowhere.

The leaps in logic required are astounding. The board would have had to have approved such a deal long ago before resigning. Then the Monitor would have to write 13 reports completely omitting any discussion of such deal while going into agonizing detail on another one.

That the court would allow such a deal to be hidden while the stock gets delisted, meaning the public does not have an opportunity to weigh such information in an investment decision, is ludicrous.

2nd stage is anger. Unbelievably there is still some pockets of denial.

Total insanity that the Monitor is "believed" when they mention a deal with no other details, and then ultimately explained the deal in agonizing details, and those details are the ones not believed.

What? Are you suggesting that outside of reporting to the investing community the result of the liquidation process, some terms for an additional windfall were contained in an NDA cover page?

No, I haven't seen any NDAs or NDA cover pages. I haven't seen emails from companies that submitted their bids, I wasn't present in company board rooms as the composed their bids, and I wasnt on the phone with PWC when they discussed the bids.

Instead, I allowed PWC to conduct the liquidation process, and explain in agonizing detail, what happened. Then when the judge approved it and dismissed the Monitor, I considered it complete.

Sure, no connection for me. I just find it interesting. 600% increase on a stock so dead that the Monitor had to issue a special report on it.

PWC has "allowed you to see" the entire process - the initial sale attempt that failed, the second attempt in the form of a liquidation process, all the bids received, the final deal as executed, cash received and dispersed and their ultimate dismissal.

No, there could not be a court action that you don't know about. That would be bankruptcy fraud.

All the agreements yes. 6th Monitor's report. Why would I see, or care to see, any NDAs?

To avoid any such skepticism, PWC unsealed everything previously sealed in their 6th report after the deal closed. In addition to their careful, step by step reporting of everything up to their dismissal.

Having read them, I know the Monitor actually reported that no such transaction occurred.

Absent a board, you'd have had to have voted on any transaction involving the equity as a shareholder.

Did you vote yes? How much did they offer?

You know their lawyer wrote a "To Whom it May Concern" letter to make sure no thought persisted that shareholders would receive anything from LCY beyond the 4.34M set forth in the APA right?

Speaking of dumping - when you dump every argued theory for how the documents "hinted" at share survival more than 3 months post dismissal and deletion, you don't really have anything.

The only difference remaining is when to accept.

So they are to be believed when they allegedly told GFive the offer involved the shares, but when they subsequently and repeatedly and then annoyingly stated the bids did not, closed the highest deal for the assets, documented it, and then left, they are not to be believed?

How does one know when to believe them?

Why would information in earlier Monitor reports be believed when that information was modified and superseded by later reports as the situation evolved? Why would you believe the Monitor at all on the notion of qualified bids if you do not believe the Monitor on its final report of the sale? Is the Monitor more believable when it is writing about qualified bids than it is writing about the actual bids, the terms of the sale and the ultimate closing?

Why would information in earlier Monitor reports be believed when that information was modified and superseded by later reports as the situation evolved? Why would you believe the Monitor at all on the notion of qualified bids if you do not believe the Monitor on its final report of the sale? Is the Monitor more trustworthy and believable when it is writing about qualified bids than it is writing about the actual bids, the terms of the sale and the ultimate closing?

Its tricky when I think about it.

I think there are a handful of bad characters who perpetrated a movement with some knowledge of where it would lead. A 600% increase in share price AFTER the 6th and 10th Monitors reports is unreal.

I think there are some folks who didn't give it a lot of thought but just saw some materials and got sucked in. They are ones who got the short end here.

And I think there are some in the middle, who thought about it and made a decision, but their problem is they refused to rethink that decision when overwhelming evidence began pouring in against it. Those are the folks I've been trying to figure out. Its like their identity is tied up with their ability to select, or not, a winner disguised amongst all the "hints" and "clues".

I suspect the charter revocation will change nothing amongst those last 2 groups. The hopeful will still hope, and those in denial will continue to deny because of what it would mean to admit a poor decision.

I would be surprised, however, if there was any meaningful pursuit of this involving the paying of additional money to lawyers.

I also don't understand what they think the idea that patents could still reside with the former co even means.

If you take the worlds biggest gulp and say you believe all of the Monitor reports are fabricated (LOL), the company did not sell its patents, it is still operating somehow and is paying to maintain its patents. How did they pay? How did a recapitalization happen without shareholder knowledge or approval? And who paid to recapitalize when LCY recently formally confirmed they did not?