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If it isn't enough in the SAGA trust then PIPES
Yes,
There will likely be a lock-up period for divy shares.
Don't know how long.
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
At the bottom of the 8K they have the Business Combination Agreement:
Exhibit No. Description of Exhibits
99.1 Company Press Release, dated Sept 15, 2023
99.2 Business Combination Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Link to Agreement:
https://www.sec.gov/Archives/edgar/data/1855351/000149315223032803/ex99-2.htm
Actually a bit past March 15, 2024.
If a dividend is declared, all qualified shareholders of the company are notified via a press release. The information is usually reported through major stock quoting services for easy reference. The key dividend dates that an investor should be aware of are:
The declaration date: The date that the dividend is declared and the dividend amount, ex-date, record date, and payment date are set.
The ex-dividend date: The date (aka ex-date) before which an investor must have purchased the stock to receive the upcoming dividend. On this day, the stock begins trading ex-dividend (or, without the dividend).
The record date: The date that determines all shareholders of record who are entitled to the dividend payment. This date usually occurs two days after the ex-date.
The payment date: This is the day dividend payments are issued to shareholders and is usually about one month after the record date.
https://www.investopedia.com/ask/answers/102714/how-and-when-are-stock-dividends-paid-out.asp#:~:text=The%20record%20date%3A%20The%20date,month%20after%20the%20record%20date.
I believe sometime after the 6 months Make-Whole provision (March 15, 2024) a date will be announced for the dividends.
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.
How do public redemptions affect closing of SPAC?
SPAC shareholders have a right to redeem their shares in connection with the approval of a business combination, and in connection with a shareholder vote to approve an amendment to the SPAC’s charter to extend the time period for the SPAC’s completion of a business combination. In either case, the redemptions are funded from the SPAC trust account. As discussed above, SPACs will often raise PIPE investment in order to guard against the risk that redemptions will result in insufficient cash to close. However, in deals where closing depends on a meaningful amount of funds remaining in the SPAC trust account at closing (i.e., minimal redemptions), the shareholder redemption process is critical to the success of the deal and is often a driver for renegotiation of deal terms.
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 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 happens after the Business Combination Agreement is signed?
Once the business combination agreement is signed, the SPAC and target company will work as quickly as they can to finalize and make the requisite filings with the SEC. For de-SPAC transactions where the merger consideration consists of shares of the SPAC, it is customary for the SPAC to file a registration statement on Form S-4 to register the shares issued in connection with the de-SPAC transaction and obtain the approval of its shareholders. In most cases, the SPAC solicits shareholder approval of the de-SPAC transaction through a proxy statement, which will typically be combined with the Form S-4 as a joint Form S-4 registration/proxy statement. Less frequently, the SPAC will conduct a tender offer, in lieu of shareholder approval, that gives the SPAC’s public shareholders the opportunity to tender their shares. How quickly the transaction can close will largely depend on the time it takes to get the S-4 registration/proxy statement on file with the SEC and complete SEC review of the filing.
At the same time, the SPAC will present the transaction to existing investors to ensure their support at the time of the shareholder vote and raise additional investment, if needed, to close the transaction. At the time that the SPAC shareholders have an opportunity to vote, they will have the option to redeem their shares in the SPAC. If redemptions come in at a level that would jeopardize the SPAC’s ability to complete the transaction because of a failure to satisfy the minimum cash condition, the sponsor may try to raise additional capital to replenish cash lost to redemptions, and if necessary, seek to revisit the terms of the acquisition with the target company. Once the acquisition closes, the SPAC will file a “Super 8-K,” effectively the equivalent of an Exchange Act registration statement. Although the Super 8-K is a significant filing, the information required will mostly be the same information that was included in the S-4 registration/proxy statement or tender offer documents. It may, however, require additional financial statements for the target company.
Enzolytics, Inc 36,000 shares of SAGA
Zhabilov Trust 2,250,000 shares of SAGA
Charles Cotropia 2,250,000 shares of SAGA
Dr. Gaurav Chandra 2,250,000 shares of SAGA
Dr Joseph Cotropia 2,250,000 shares of SAGA
There were 100,000 shares of BGEN and 100,000 shares of VIRO.
Both had 44,287 shares issued and outstanding.
The Business Combination Agreement
https://www.sec.gov/Archives/edgar/data/1855351/000149315223032803/ex99-2.htm
People respond to bashers because they choose to defend their investment.
Why is something trying to control someone else choice is beyond me.
The reason ENZC didn't stay intact is because they couldn't raise significant funding to move the company forward.
What has held ENZC back for the past 3 years?
Money.
ENZC has a lot of red flags in its' present state the companies are probably less incline to risk significant funds.
What are these red flags?
1. Stock structure
2. Number of outstanding shares
3. Reporting status
4. Financial situation
5. Different share classes
ENZC has significant potential and will do very very well if they produce results.
No
It is not going to happen.
It is not LEGAL.
Case closed.
Here is what we are dealing with:
ENZC for the most part will be a shell of its former self when the company move all the valuable assets to the newly formed entity.
Normally for a SPAC deal the entire company is part of the business combination.
It did not happen in ENZC case for a number of reasons and here is a few:
1. Stock structure
2. Number of outstanding shares
3. Reporting status
4. Financial situation
5. Different share classes
If ENZC was in a position to due a normal SPAC deal and move the entire company then people wouldn't be confused, upset, concerned or whatever gripe they may have.
It doesn't matter what happens to ENZC the assets and focus are in the new company.
If anything becomes of ENZC, it will be icing on the cake however it will be minuscule as compared to what the newly formed company will produce.
The bottom line is and has always been can they deliver with the newly formed company.
Will we see success in Africa.
Will we see multiple clinical trials started soon after the money is in the bank.
Will we see licensing agreements.
The press releases over the past few months have been very positive, confident and upbeat as you would expect with the situation at hand.
There are Red Flags
1. SAGA not filing their reports on time - it is a minor issue however it happened with the 10K which they filed a month after getting a SEC delinquency notification letter and it happened again with the 10Q so I expect it to be filed by the end of the month (September 25) as they received a SEC delinquency notification letter on July 25, 2023.
2. Limited funds in the trust account will require a significant PIPE transaction.
3. Barry J. Kostiner failed to deliver SPAC deal with Sunfire Acquisition Corp Limited as Chief Financial Officer & Director. He is the Chief Executive Officer & Director in our SPAC.
One needs to be realistic about ENZC and what they do.
RESULTS have been very limited as to leading to revenue however the POTENTIAL of ENZC is through the ROOF.
Going to the NASDAQ is AAA.
We still now little about what is driving this and who the players are besides SAGA.
We don't who the NDAs are with and what they entail.
Is Big Pharma involved waiting in the wings to sign licensing/partnership deals.
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.
It is all about comprehension - the action or capability of understanding something.
It has nothing to do with ENZC per se.
It is a SAGA issue.
It is really not a big deal.
SAGA just needs to respond with a plan.
They have to reply to the SEC in 13 days.
SAGA has some house cleaning to do.
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.
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
https://www.theglobeandmail.com/investing/markets/stocks/ENZC/pressreleases/19097626/virogentics-inc-provides-update-on-african-project-european-medicine-agency-application-and-clinical-trials-for-application-for-type-2-diabetes/
Barry Kostiner, CEO of Sagaliam, commented, "Enzolytics has assembled an impressive team in Bulgaria, and is benefitting from the European regulators who have supported the accelerated development of therapeutics for the benefit of patients desperately in need of improved efficacy at lower costs. EMA's dedication to fostering a healthy and well-regulated pharmaceutical landscape is truly commendable and deserving of praise. I am looking forward to my meetings with our team in Sofia next month, and contributing to the advancement of the financial, implementation and marketing plan."
Barry Kostiner is a wheeler and dealer.
Get the DEAL done Barry!
Jay Pharma to File IND Applications to FDA for a clinical study of proprietary formulations in Radiodermatitis and a combination Therapy in Glioblastoma
https://www.prnewswire.com/news-releases/jay-pharma-to-file-ind-applications-to-fda-for-a-clinical-study-of-proprietary-formulations-in-radiodermatitis-and-a-combination-therapy-in-glioblastoma-301102086.html
On January 10, 2020, Ameri entered into an Amalgamation Agreement (the "Merger Agreement") with Jay Pharma, Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly-owned subsidiary of Ameri ("Merger Sub"), 1236567 B.C. Unlimited Liability Company, a company organized under the laws of British Columbia and a wholly-owned subsidiary of Ameri ("ExchangeCo"), and Barry Kostiner, as the Ameri representative, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Amalgamation Agreement, including, but not limited to, the approval of the proposed transaction by the shareholders of each of Ameri and Jay Pharma, Merger Sub and Jay Pharma will be amalgamated and will continue as one corporation, which shall become a direct wholly-owned subsidiary of ExchangeCo and an indirect wholly-owned subsidiary of Ameri (the "Amalgamation"). In connection with the Amalgamation, Ameri intends to sell substantially all of its current assets, change its name to Jay Pharma and Jay Pharma's business is intended to become the sole business of the combined company following this transaction.
AMERI Holdings Announces 1-for-4 Reverse Stock Split
https://www.prnewswire.com/news-releases/ameri-holdings-announces-1-for-4-reverse-stock-split-301199432.html
Immediately following the spin-off and the tender offer, Ameri Holdings to change its name to Enveric Biosciences, Inc. and will effect a 1-for-4 reverse stock split of its common stock
Enveric Biosciences common stock to trade on NASDAQ Capital Market under the ticker symbol "ENVB" on a split adjusted basis commencing December 31, 2020
Corporate Contact:
Barry Kostiner, Chief Financial Officer
IR@ameri100.com
Platinum Energy Resources, Inc.
https://www.sec.gov/Archives/edgar/data/1329605/000114420405022784/v023395s1a.htm
Platinum Energy Resources, Inc. is a blank check company recently formed for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business in the global oil and gas exploration and production, or E&P, industry. We do not have any specific business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.
Barry Kostiner has been our chief executive officer, secretary and a member of our board of directors since inception. Mr. Kostiner has been involved in energy trading and structuring since 1992. Mr. Kostiner has negotiated structured transactions and built trading desks in electricity, natural gas options and physical gas. Since March 2003, he has been a principal of Ellipse Energy LLC, a consulting and private equity firm. From March 2001 to January 2003, he was a managing director at Allegheny Energy, a energy trading and generation asset management company. At Allegheny, as a managing director, he was responsible for the physical gas trading desk that controlled fuel supply and risk management for 2,800 MW of natural gas fired generation, with an acquisition value of over $2 billion. He also was involved in initiating the coal trading group, the E&P asset acquisition and European trading businesses. From January 1999 until March 2001, he was a vice president at Merrill Lynch in its energy trading group which was subsequently sold to Allegheny Energy. From October 1995 until January 1999, he was an associate at Goldman Sachs in its energy origination group. Mr. Kostiner was a founding employee involved in business development, strategy and management for the joint venture between Goldman Sachs and Constellation Energy. He received a BS in Electrical Engineering and MS in applied mathematics from MIT. His master’s thesis jointly supervised by Harvard’s Kennedy School of Government was on mathematics applied to deregulated electricity markets.
Clone 3 is alive and well
COLLEGE STATION, TX / ACCESSWIRE / August 24, 2023
https://www.biospace.com/article/releases/biogenysis-international-patent-application-covering-its-anti-sars-cov-2-monoclonal-antibodies-advances-to-prosecution-in-europe-and-as-a-u-s-national-stage-application-/
Regarding the Company's therapeutic against HIV, the Company has produced a fully human anti-HIV monoclonal Antibody, Clone 3. The Company is now producing additional anti-HIV mAbs to be used in combination. Experts agree that a cure for HIV may be found in the production and administration of multiple anti-HIV monoclonal antibodies. This is the Company's goal. The Company has successfully produced and tested, in vitro, one HIV monoclonal antibody (Clone 3) and has identified 7 additional immutable conserved sites on the HIV virus against which it is in the process of producing anti-monoclonal antibodies. These antibodies will be produced as fully human, with the starting point being human "immune-B cells" from long-term non-progressor HIV patients. This production is being conducted with pharmaceutical entities to accelerate the process of production and testing of the monoclonal antibodies.
In 2021, the global HIV drugs market was $30.46 billion, with this market projected to grow to $45.58 billion by 2028. The global Monoclonal Antibody market size was $185.50 Billion in 2021, with an expected compound annual growth rate (CAGR) of 11.30% from 2022 to 2030.
The global market for Human Monoclonal Antibodies in 2022 was $55 Billion.
The Company's near-term objective is collaboration with pharma companies producing treatments for HIV. The current HIV treatments available do not cure and must be taken for a lifetime. The Company is focused on licensing or partnering with major pharma entities now producing treatments for HIV. To accelerate and fully execute the successful production of the multiple monoclonal antibodies, the subject of the Company's intellectual property, the Company continuously engages with multiple pharma entities to accomplish the successful goal of production, testing, and delivery of successful therapeutics.
Enzolytics Inc. Files Supplemental Information Report on the Sale of Biogenysis, Inc. and Virogentics, Inc to Sagaliam Acquisition Corp.
COLLEGE STATION, TX / ACCESSWIRE / July 11, 2023
https://www.theglobeandmail.com/investing/markets/stocks/ENZC/pressreleases/18396340/enzolytics-inc-files-supplemental-information-report-on-the-sale-of-biogenysis-inc-and-virogentics-inc-to-sagaliam-acquisition-corp/
SAGA has some house cleaning to do.
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.
If ENZC get the Business Combination Agreement signed, sealed and delivered then we can look forward to the following:
1. ITV-1 immunotherapy treatment in Africa
2. ITV-1 clinical trials in Bulgaria
3. Partnership with Khalpey AI Lab (https://khalpey-ai.com ) and Contenta, Ltd.
4. The issuance of multiple international patents
5.Collaborate with pharma entities and license its technology or partner with major pharma entities now producing therapies for COVID-19.
6.Clone 3
No
Whether ENZC remained as they was or move forward with the SAGA deal they have to PRODUCE some or more of the following:
ITV-1 success in Africa
Clinical trials
Partnerships
Licensing deals
Big money being made isn't predicated on the number of shares one own, it is dependent on ENZC producing results.
Looking at the previous press releases since the SAGA deal was announced, ENZC has been very upbeat about what is coming down the pike.
Talk is cheap.
We need to see results.
This closes the gap a bit.
There is still a 7 or 8 year gap:
Barry Kostiner became our Chief Financial Officer in October 2018. Prior to joining Ameri, Mr. Kostiner served as an advisor on capital markets
and business development to LinKay Technologies, Inc. a company specializing in artificial intelligence technologies, which Mr. Kostiner joined in April
2017. From November 2017 to October 2018, Mr. Kostiner also served as a consultant on data analytics and mergers and acquisition strategy to Cypress
Skilled Nursing, a skilled nursing services company. From January 2011 to October 2018, Mr. Kostiner served as a principal at Three Pillars Energy, a
consulting company. From June 2013 to March 2015, he was a portfolio manager with Platinum Management, a multi-strategy hedge fund. Mr. Kostiner
holds a bachelor of science degree in electrical engineering and a master of science degree in operations research from the Massachusetts Institute of
Technology.
https://stocklight.com/stocks/us/manufacturing/nasdaq-envb/enveric-biosciences/annual-reports/nasdaq-envb-2019-10K-19781535.pdf
Nope only a few years left:
Mr. Kostiner was the CFO of Ameri Holdings Inc. (Nasdaq: AMRH) from October 2018 through December 2020. The operations of AMRH, including its global IT services business focused on SAP with operations in both the US and India, was acquired by management, with the residual Nasdaq vehicle acquired by Enveric Biosciences (Nasdaq: ENVB), an evidence-based cannabinoid pharma company focused on palliative therapies for cancer patients. Mr. Kostiner has been a consultant to ENVB since January 2021. From May 2016 through October 2018, Mr. Kostiner was a consultant to Cypress Skilled Nursing, a healthcare facility operator and from May 2017 through October 2018 he was a consultant to LinKay Technologies Inc., an artificial intelligence incubator with a portfolio of intellectual property focused on AI and LiDAR / geospatial technology, with research staff in India and New York. Mr. Kostiner’s 20-year career in energy includes eight years at Goldman Sachs and Merrill Lynch and their affiliates, with a focus on energy trading and portfolio management, as well as serving as the CEO of an oil & gas SPAC (Nasdaq: PGRI) from 2005 through 2009. Mr. Kostiner earned a Bachelor’s of Science degree in Electrical Engineering and a Master’s of Science in Operations Research from MIT. His thesis on the mathematics of electric industry deregulation was sponsored by Harvard’s Kennedy School of Government.
https://www.sec.gov/Archives/edgar/data/1855351/000149315221012899/forms-1.htm
If you’re thinking of protecting your invention in multiple countries, you have two general options: (1) file your first application directly in each country of interest, or (2) file a Patent Cooperation Treaty (PCT) application, and “nationalize” the PCT application in each country of interest at a later date.
Deciding between these approaches can depend on several factors, such as your stage of funding, the maturity of your technology, how quickly you need the protection, and whether you know yet which markets you’ll be targeting. If commercialization of your invention is imminent, time to patent (i.e., speed) might be your primary goal, and filing patent applications directly in each target market may be appropriate. If your development and/or funding efforts are still ongoing, however, the deferral of costs, as well as of the decision as to where specifically to file, may be desirable. That’s when a PCT application comes in handy.
What is a Patent Cooperation Treaty (PCT) application?
A PCT Application is a “placeholder” utility application that establishes a filing date for your invention, and that can subsequently be “nationalized” in any of the more than 140 countries that are members of the PCT. For a given invention, a PCT application can be the first patent application you file, or it can claim priority to an earlier-filed application (e.g., a U.S. provisional or first-filed non-provisional application). You generally have 30 months (longer in some jurisdictions) from your priority date (from the PCT filing date or from the filing date of the earliest-filed application, if you have one) to nationalize it.
How does the PCT process work?
Filing – You begin by filing the PCT application and specifying an International Search Authority (ISA), which is the patent office that will perform an initial review of the claims in your PCT application.
Search – Your designated ISA searches for prior art. It identifies what it deems to be relevant prior art in an International Search Report (ISR). It also issues a non-binding Written Opinion (WO) containing its view on the patentability of the claims as filed. The U.S. Patent Office, when designated, aims to issue the ISR and WO issue within 9 months of the PCT filing date if the PCT application is the first application, or 16 months from the priority date if the PCT application is a subsequent filing. If the WO is favorable, you can enter prosecution early in some jurisdictions. If the WO is not favorable, you can amend the claims during the PCT process, amend the claims before nationalization, amend the claims after nationalization in each individual country, or allow the PCT application to expire without nationalizing it.
Publication – The PCT application publishes approximately 18 months after the priority date.
Supplemental Search Option – You can request a supplemental search during this “international phase” as well, and may amend the claims beforehand.
Nationalization – Within 30 months (longer in some jurisdictions) from your priority date, you must “nationalize” the application in any of the more than 140 member countries that you desire. At this point you will incur costs for translation preparation and application filings in each of your selected jurisdictions.
Foreign Prosecution – Each of your nationalized patent applications will then follow their own respective, country-specific procedures for prosecution to grant. The PCT application itself simply expires, and never issues as a patent. There is no such thing as an “International Patent.”
What are the benefits of PCT applications?
Time and Cost Deferral: By filing a PCT application instead of filing directly in each country of interest, you get up to 30 months from your earliest filing date (longer in some jurisdictions) to consider your international filing strategy, obtain funding, refine your claims, etc.
A Search is Included: The ISR and Written Opinion provide a preliminary indication of material prior art and patentability. They can inform your decision about where to file, as well as the claims to pursue. Additionally, any claims deemed patentable in the Written Opinion qualify, in some jurisdictions, for expedited entry into prosecution via the Patent Prosecution Highway.
Publication: The published PCT application is free advertising and creates prior art against competitors.
Accelerate U.S. Examination: A parallel U.S. non-provisional patent application may be picked up for examination by a U.S. examiner sooner because the search in the PCT application has already been conducted.
If you’re thinking of protecting your invention in multiple countries, you have two general options: (1) file your first application directly in each country of interest, or (2) file a Patent Cooperation Treaty (PCT) application, and “nationalize” the PCT application in each country of interest at a later date.
Deciding between these approaches can depend on several factors, such as your stage of funding, the maturity of your technology, how quickly you need the protection, and whether you know yet which markets you’ll be targeting. If commercialization of your invention is imminent, time to patent (i.e., speed) might be your primary goal, and filing patent applications directly in each target market may be appropriate. If your development and/or funding efforts are still ongoing, however, the deferral of costs, as well as of the decision as to where specifically to file, may be desirable. That’s when a PCT application comes in handy.
What is a Patent Cooperation Treaty (PCT) application?
A PCT Application is a “placeholder” utility application that establishes a filing date for your invention, and that can subsequently be “nationalized” in any of the more than 140 countries that are members of the PCT. For a given invention, a PCT application can be the first patent application you file, or it can claim priority to an earlier-filed application (e.g., a U.S. provisional or first-filed non-provisional application). You generally have 30 months (longer in some jurisdictions) from your priority date (from the PCT filing date or from the filing date of the earliest-filed application, if you have one) to nationalize it.
How does the PCT process work?
Filing – You begin by filing the PCT application and specifying an International Search Authority (ISA), which is the patent office that will perform an initial review of the claims in your PCT application.
Search – Your designated ISA searches for prior art. It identifies what it deems to be relevant prior art in an International Search Report (ISR). It also issues a non-binding Written Opinion (WO) containing its view on the patentability of the claims as filed. The U.S. Patent Office, when designated, aims to issue the ISR and WO issue within 9 months of the PCT filing date if the PCT application is the first application, or 16 months from the priority date if the PCT application is a subsequent filing. If the WO is favorable, you can enter prosecution early in some jurisdictions. If the WO is not favorable, you can amend the claims during the PCT process, amend the claims before nationalization, amend the claims after nationalization in each individual country, or allow the PCT application to expire without nationalizing it.
Publication – The PCT application publishes approximately 18 months after the priority date.
Supplemental Search Option – You can request a supplemental search during this “international phase” as well, and may amend the claims beforehand.
Nationalization – Within 30 months (longer in some jurisdictions) from your priority date, you must “nationalize” the application in any of the more than 140 member countries that you desire. At this point you will incur costs for translation preparation and application filings in each of your selected jurisdictions.
Foreign Prosecution – Each of your nationalized patent applications will then follow their own respective, country-specific procedures for prosecution to grant. The PCT application itself simply expires, and never issues as a patent. There is no such thing as an “International Patent.”
What are the benefits of PCT applications?
Time and Cost Deferral: By filing a PCT application instead of filing directly in each country of interest, you get up to 30 months from your earliest filing date (longer in some jurisdictions) to consider your international filing strategy, obtain funding, refine your claims, etc.
A Search is Included: The ISR and Written Opinion provide a preliminary indication of material prior art and patentability. They can inform your decision about where to file, as well as the claims to pursue. Additionally, any claims deemed patentable in the Written Opinion qualify, in some jurisdictions, for expedited entry into prosecution via the Patent Prosecution Highway.
Publication: The published PCT application is free advertising and creates prior art against competitors.
Accelerate U.S. Examination: A parallel U.S. non-provisional patent application may be picked up for examination by a U.S. examiner sooner because the search in the PCT application has already been conducted.
U.S. Patent No. 7,479,538, issued January 20, 2009, entitled Irreversibly-Inactivated Pepsinogen Fragment and Pharmaceutical Compositions Comprising the Same for Detecting, Preventing and Treating HIV
U.S. Patent No. 8,066,982, issued November 29, 2011, entitled Irreversibly-Inactivated Pepsinogen Fragment and Pharmaceutical Compositions Comprising the Same for Detecting, Preventing, and Treating HIV.
Biogenysis, Inc. (OTC PINK:ENZC) (or the "Company"). Biogenysis, a subsidiary of Enzolytics, Inc., announces the progress of its Patent Cooperation Treaty (PCT) application covering its inventions relating to Anti-SARS-CoV-2 Monoclonal Antibodies. The PCT application has now advanced to filing as a U.S. National Stage Application in the U.S. Patent Office and as a formal European Patent Organization (EPO) application. The EPO application makes possible coverage in the 39 contracting countries within the EPO. These countries include all of the countries in the European Union, the United Kingdom and the extensive list totally 39 member countries throughout Europe and adjacent regions. https://www.epo.org/about-us/foundation/member-states.html.
The pending applications contain 23 separate patent claims covering (1) the 19 discovered highly conserved antigens and epitopes (sites) on the SARS CoV-2 virus, (2) antibodies that bind to the disclosed antigens and epitopes, (3) vaccines based on the antigens, (4) methods of treating, preventing, or reducing the risks of SARS CoV-2 infection with the antigens or binding proteins, and (5) methods and kits for detecting or diagnosing infection by SARS CoV-2 using the antigens or binding proteins.
Through computer analysis (Artificial Intelligence (AI)), the Company discovered 19 immutable conserved virus sites on the COVID-19 virus by analyzing 2.8 million SARS CoV-2 isolates. This analysis identified these critical, conserved, immutable epitopes of the virus. These sites are now claimed as patentable based on their novel specificity and the finding that they are conserved on SARS-CoV-2. This is significant because antibodies produced to bind to these conserved, immutable sites can neutralize the virus without the possibility of "virus escape" due to virus mutation. Specifically, virus mutants will still contain these target sites allowing these specialized monoclonal antibodies to neutralize the virus even as it mutates.
The Company's patent applications claim the use of any one identified epitope or any combination of any of the multiple identified epitopes in any of the following ways:
For producing a therapeutic monoclonal antibody to treat the CoronaVirus.
For making a vaccine against the CoronaVirus.
For creating related prophylactic/therapeutic methods relating to the epitopes/antigens.
For use in any diagnostic test to identify whether a person has the CoronaVirus.
The Patent Cooperation Treaty (PCT) assists applicants in seeking patent protection internationally for their inventions, helps patent offices with their patent granting decisions, and facilitates public access to a wealth of technical information relating to those inventions.
By filing one international patent application under the PCT, applicants can simultaneously seek protection for an invention in a large number of countries.
The PCT now has 157 Contracting States
Two-Letter
Code Name of State Date on Which State Became
Bound by the PCT1
AE United Arab Emirates 10 March 1999
AG Antigua and Barbuda 17 March 2000
AL Albania 4 October 1995
AM Armenia2 25 December 1991
AO Angola 27 December 2007
AT Austria 23 April 1979
AU Australia 31 March 1980
AZ Azerbaijan 25 December 1995
BA Bosnia and Herzegovina 7 September 1996
BB Barbados 12 March 1985
BE Belgium 14 December 1981
BF Burkina Faso 21 March 1989
BG Bulgaria 21 May 1984
BH Bahrain2 18 March 2007
BJ Benin 26 February 1987
BN Brunei Darussalam 24 July 2012
BR Brazil 9 April 1978
BW Botswana 30 October 2003
BY Belarus2 25 December 1991
BZ Belize 17 June 2000
CA Canada 2 January 1990
CF Central African Republic 24 January 1978
CG Congo 24 January 1978
CH Switzerland 24 January 1978
CI Côte d’Ivoire 30 April 1991
CL Chile2 2 June 2009
CM Cameroon 24 January 1978
CN China3, 4 1 January 1994
CO Colombia 28 February 2001
CR Costa Rica 3 August 1999
CU Cuba2 16 July 1996
CV Cabo Verde 6 July 2022
CY Cyprus 1 April 1998
CZ Czechia 1 January 1993
DE Germany 24 January 1978
DJ Djibouti 23 September 2016
DK Denmark 1 December 1978
DM Dominica 7 August 1999
DO Dominican Republic 28 May 2007
DZ Algeria2 8 March 2000
EC Ecuador 7 May 2001
EE Estonia 24 August 1994
EG Egypt 6 September 2003
ES Spain 16 November 1989
FI Finland5 1 October 1980
FR France2, 6 25 February 1978
GA Gabon 24 January 1978
GB United Kingdom7 24 January 1978
GD Grenada 22 September 1998
GE Georgia2 25 December 1991
GH Ghana 26 February 1997
GM Gambia 9 December 1997
GN Guinea 27 May 1991
GQ Equatorial Guinea 17 July 2001
GR Greece 9 October 1990
GT Guatemala 14 October 2006
GW Guinea-Bissau 12 December 1997
HN Honduras 20 June 2006
HR Croatia 1 July 1998
HU Hungary2 27 June 1980
ID Indonesia2 5 September 1997
IE Ireland 1 August 1992
IL Israel 1 June 1996
IN India2 7 December 1998
IQ Iraq 30 April 2022
IR Iran (Islamic Republic of) 4 October 2013
IS Iceland 23 March 1995
IT Italy 28 March 1985
JM Jamaica 10 February 2022
JO Jordan 9 June 2017
JP Japan 1 October 1978
KE Kenya 8 June 1994
KG Kyrgyzstan2 25 December 1991
KH Cambodia 8 December 2016
KM Comoros 3 April 2005
KN Saint Kitts and Nevis 27 October 2005
KP Democratic People’s Republic of Korea 8 July 1980
KR Republic of Korea 10 August 1984
KW Kuwait 9 September 2016
KZ Kazakhstan2 25 December 1991
LA Lao People’s Democratic Republic2 14 June 2006
LC Saint Lucia2 30 August 1996
LI Liechtenstein 19 March 1980
LK Sri Lanka 26 February 1982
LR Liberia 27 August 1994
LS Lesotho 21 October 1995
LT Lithuania 5 July 1994
LU Luxembourg 30 April 1978
LV Latvia 7 September 1993
LY Libya 15 September 2005
MA Morocco 8 October 1999
MC Monaco 22 June 1979
MD Republic of Moldova2 25 December 1991
ME Montenegro 3 June 2006
MG Madagascar 24 January 1978
MK North Macedonia 10 August 1995
ML Mali 19 October 1984
MN Mongolia 27 May 1991
MR Mauritania 13 April 1983
MT Malta2 1 March 2007
MU Mauritius 15 March 2023
MW Malawi 24 January 1978
MX Mexico 1 January 1995
MY Malaysia2 16 August 2006
MZ Mozambique2 18 May 2000
NA Namibia 1 January 2004
NE Niger 21 March 1993
NG Nigeria 8 May 2005
NI Nicaragua 6 March 2003
NL Netherlands8 10 July 1979
NO Norway5 1 January 1980
NZ New Zealand 1 December 1992
OM Oman2 26 October 2001
PA Panama 7 September 2012
PE Peru 6 June 2009
PG Papua New Guinea 14 June 2003
PH Philippines 17 August 2001
PL Poland5 25 December 1990
PT Portugal 24 November 1992
QA Qatar 2 3 August 2011
RO Romania2 23 July 1979
RS Serbia9 1 February 1997
RU Russian Federation2 29 March 197810
RW Rwanda 31 August 2011
SA Saudi Arabia 3 August 2013
SC Seychelles 7 November 2002
SD Sudan 16 April 1984
SE Sweden5 17 May 1978
SG Singapore 23 February 1995
SI Slovenia 1 March 1994
SK Slovakia 1 January 1993
SL Sierra Leone 17 June 1997
SM San Marino 14 December 2004
SN Senegal 24 January 1978
ST Sao Tome and Principe 3 July 2008
SV El Salvador 17 August 2006
SY Syrian Arab Republic 26 June 2003
SZ Eswatini 20 September 1994
TD Chad 24 January 1978
TG Togo 24 January 1978
TH Thailand2 24 December 2009
TJ Tajikistan2 25 December 1991
TM Turkmenistan2 25 December 1991
TN Tunisia2 10 December 2001
TR Türkiye 1 January 1996
TT Trinidad and Tobago 10 March 1994
TZ United Republic of Tanzania 14 September 1999
UA Ukraine2 25 December 1991
UG Uganda 9 February 1995
US United States of America11, 12 24 January 1978
UZ Uzbekistan2 25 December 1991
VC Saint Vincent and the Grenadines2 6 August 2002
VN Viet Nam 10 March 1993
WS Samoa2 2 January 2020
ZA South Africa2 16 March 1999
ZM Zambia 15 November 2001
ZW Zimbabwe 11 June 1997
All PCT Contracting States are bound by Chapter II of the PCT relating to the international preliminary examination.
With the declaration provided for in PCT Article 64(5).
Applies also to Hong Kong, China with effect from 1 July 1997.
Not applicable to Macau, China.
With the declaration provided for in PCT Article 64(2)(a)(ii) .
Including all Overseas Departments and Territories.
The United Kingdom extended the application of the PCT to the Isle of Man with effect from 29 October 1983, to the territory of Gibraltar with effect from 1 January 2021 and to the territory of the Bailiwick of Guernsey with effect from 23 March 2021.
Ratification for the Kingdom in Europe, the Netherlands Antilles and Aruba. The Netherlands Antilles ceased to exist on 10 October 2010. As from that date, the PCT continues to apply to Curaçao and Sint Maarten. The PCT also continues to apply to the islands of Bonaire, Sint Eustatius and Saba which, with effect from 10 October 2010, have become part of the territory of the Kingdom of the Netherlands in Europe.
Serbia is the continuing State from Serbia and Montenegro as from 3 June 2006.
Date of ratification of the Soviet Union, continued by the Russian Federation as from 25 December 1991.
With the declarations provided for in PCT Articles 64(3)(a) and 64(4)(a).
Extends to all areas for which the United States of America has international responsibility.
Recent Accessions and Ratifications
Mauritius, December 15, 2022
Cabo Verde, April 6, 2022
Iraq, January 31, 2022
Jamaica, November 10, 2021
States bound by the Paris Convention but not the PCT
Fee Reductions
Some applicants who are nationals and residents of countries which meet the necessary criteria are entitled to a 90% reduction of certain PCT fees.
WIPO leads the development of a balanced and effective global intellectual property ecosystem to promote innovation and creativity for a better and more sustainable future.
Media Contact
HHS awards $1.4B in grants to develop future COVID-19 tools
https://thehill.com/policy/healthcare/4164704-hhs-awards-1-4b-in-grants-to-develop-future-covid-19-tools/
The Biden administration on Tuesday announced it is awarding $1.4 billion in grants through its coronavirus initiative to fund the development of “a new generation of tools and technologies to protect against COVID-19 for years to come.” Through the Administration for Strategic Preparedness and Response (ASPR), the Department of Health and Human Services (HHS) awarded the grants to a collection of pharmaceutical companies, nonprofits and nongovernmental organizations. Part of the funding aims to develop longer-lasting coronavirus vaccines. The awards are part of Project NextGen, an initiative led by ASPR that fosters public-private partnerships to develop the next generation of COVID-19 countermeasures. These are the first grants to be issued from NextGen, which has an initial investment of $5 billion. Officials said Tuesday they currently don’t anticipate the need for additional funds. HHS Secretary Xavier Becerra, returning from a visit to India where leaders of the Group of 20 countries are gathering, said in a Tuesday press call that world leaders expect to reach a “global consensus” on coordinating a global response to pandemics by May. “President Biden isn’t waiting until next year to be ready for whatever comes next,” said Becerra, adding that the program is “really going to help us make sure we’re ready for whatever comes around the corner. And we don’t want to wait till we get to the corner to figure out what that is.” Dawn O’Connell, assistant secretary for preparedness and response at HHS, said the HHS’s Biomedical Advanced Research and Development Authority (BARDA) held more than 55 meetings with companies over the past few months focusing on the development of future coronavirus technologies and tools. The bulk of the grants — $1 billion — was awarded to four clinical trial partners of the Biomedical Advanced Research and Development Authority. These partners are ICON Government and Public Health Solutions Inc., Pharm-Olam LLC, Technical Resources International Inc., and Rho Federal Systems Inc. “By activating these clinical trial partners and making them available to partner with manufacturers we are also reducing the financial burden on companies looking to invest in this space,” O’Connell said. “Getting the candidate through Phase IIB trials can be cost prohibitive for some of the smaller biotech companies.” Another $326 million was awarded to Regeneron for the development of a monoclonal antibody to prevent COVID-19 infections. Regeneron developed the monoclonal antibody known as REGEN-COV during the early parts of the pandemic, at one point being the only treatment available for the virus. The efficacy of Regeneron’s first antibody diminished as newer variants arose. Robert Johnson, director of BARDA’s medical countermeasures program, said Tuesday that Regeneron was looking to start a clinical trial this fall. Johnson & Johnson Innovation was granted $10 million for its Blue Knight competition, which focuses on next-generation technologies that enhance preparedness to future infectious disease threats. The nonprofit Global Health Investment Corp. received a $100 million grant to “expand investments in new technologies that will accelerate responses in the future.”
ENZC is a HIGH Risk HIGH Reward investment.
As much as ENZC Science is spot on, companies can't just throw money at them. They have a responsibility to their shareholders.
There are NDAs in place that we have no idea what they say.
There is a business combination offer on the table with a 450 million dollar price tag.
There is an ongoing immunotherapy project in Africa which we won't know the results for months.
Quarterly will be out today that may provide some insight in the subsequent events section.
From an HISTORICAL viewpoint every time ENZC stock price dropped as it is has been doing for several trading sessions, it has always recovered.
Will it recover this time?
What is the most successful HIV treatment?
The most effective treatment for HIV is antiretroviral therapy (ART).
https://stanfordhealthcare.org/medical-conditions/sexual-and-reproductive-health/hiv-aids/treatments.html#:~:text=The%20most%20effective%20treatment%20for%20HIV%20is%20antiretroviral%20therapy%20(ART).
What is the new treatment for HIV injections?
A different way to treat HIV. Every other month, and you're. good to go. CABENUVA is given every other month or monthly by a healthcare provider as 2 injections, initially 1 month apart for 2 months.
https://www.cabenuva.com/#:~:text=A%20different%20way%20to%20treat,good%20to%20go.&text=LONG%2DACTING%20CABENUVA-,CABENUVA%20is%20given%20every%20other%20month%20or%20monthly%20by%20a,month%20apart%20for%202%20months.
Can immunotherapy treat HIV?
UC Davis Health researchers have launched a novel study looking to identify a potential cure for HIV. Using immunotherapy, researchers will take a patient's own white blood cells, called T-cells, and modify them so that they can identify and target HIV cells to control the virus without medication.
Worldwide, almost 38 million people are living with HIV, the virus that can lead to AIDS. Roughly 75% of them receive antiviral treatment, according to UNAIDS. In California, 150,000 people live with HIV and 68% of these individuals are virally suppressed due to treatment.
https://health.ucdavis.edu/news/headlines/could-car-t-cells-offer-hope-for-an-hiv-cure/2022/03#:~:text=Using%20immunotherapy%2C%20researchers%20will%20take,control%20the%20virus%20without%20medication.
About ITV-1 - ImmunH
The UNKNOWNS
NDAs:
To accelerate and fully execute in the successful production of the multiple monoclonal antibodies the subject of the Company's intellectual property (specifically the numerous monoclonal antibodies (mAbs) targeting both human and animal viruses), the Company continuously engages with numerous entities to accomplish the successful goal of production, testing and delivery of successful therapeutics. Entities with whom the Company is working includes companies having:
Expertise in providing specialized peptides having precise amino acid sequences corresponding to the precise target sites on both the Coronavirus and HIV viruses which are then used in the Company's Texas lab against which mAbs are being produced. This strategy accelerates the production of the mAbs for further development.
Specialized cell soring technology that is complementary to the process used in the Company's lab to accelerate production of mAbs for advancing production.
Expertise in hybridoma production techniques for production of mAbs using hybridoma methodologies that are complementary to the process used in the Company's lab.
Animal trials centers, both in the U.S. and abroad, for preparation of animal trials.
Promotional entities with specialized expertise in targeting large funding sources for the purpose of raising the substantial funds needed for the production of the recombinant mAbs necessary for future trials and for conducting animal trials.
As to each of these entities, and those with whom the Company currently works on an ongoing basis, the Company has entered into NDA's (Nondisclosure Agreements) necessary to preserve and protect the intellectual property being discussed and exchanged between the parties. These contractual restrictions are critical for the Company and its partners. Maintenance of strict confidentiality is absolutely essential to preserving intellectual property rights (patent rights) which are now being sought and which will be sought in the future. Premature disclose of technical information may and generally does bar the right to successfully seek patent protection at a later date. The Company is not able to share specific information regarding arrangements regarding these NDA's
https://www.pr-inside.com/enzolytics-announces-the-international-patent-office-search-report-r4885
We are encouraged by the positive feedback received from pharmaceutical companies who have acknowledged an interest in partnering upon achievement of defined milestones.
https://www.biospace.com/article/releases/enzolytics-reports-progress-on-its-multiple-therapeutics-platforms-and-initiatives/
Have those milestones be met?
Who are the pharmaceutical companies?
"In the year ahead, Enzolytics will share additional plans regarding our technologies, planned partnerships, and projects, as well as achievements in each of our therapeutics platforms. We have full faith in our long-term vision and mission and are confident in our team's ability to achieve set goals."
https://www.theglobeandmail.com/investing/markets/stocks/ENZC/pressreleases/12620871/enzolytics-inc-announces-the-completion-of-the-2020-and-2021-audited-financials/
What are all of the substantial POTENTIAL that may rise out of ENZC:
1. The Price
2. Africa ITV-1 treatment
3. Samsung Biologics Website: https://samsungbiologics.com/en
4. Scendea USA, Inc. (www.scendea.com)
5. IPF Immune(TM)
6. SPAC deal with SAGA
7. Abveris, a division of Twist Bioscience Corporation https://www.abveris.com/
8. Effectiveness of ITV-1 immunotherapy on Diabetes.
9. Dividend
10. Development of Feline Leukemia Monoclonal Antibodies
11. Clone 3
12. Production Monoclonal Antibodies against HIV
13. Development Monoclonal Antibodies against the Corona Virus
14. Patents
15. AI
16. Advancing multiple therapeutics targeting numerous infectious diseases
17. Much more yet to be revealed
ENZC does not release PRs with the expectation of a stock price rise, they release PRs to share information with their shareholders.
PRESS RELEASES do not rise up stock prices certain RESULTS does.
Who are these pipe investors bringing up the rear?
Don't know
ENZC for the most part will be a shell of its former self when the company move all the valuable assets to the newly formed entity.
Normally for a SPAC deal the entire company is part of the business combination.
It did not happen in ENZC case for a number of reasons and here is a few:
1. Stock structure
2. Number of outstanding shares
3. Reporting status
4. Financial situation
5. Different share classes
If ENZC was in a position to due a normal SPAC deal and move the entire company then people wouldn't be confused, upset, concerned or whatever gripe they may have.
It doesn't matter what happens to ENZC the assets and focus are in the new company.
If anything becomes of ENZC, it will be icing on the cake however it will be minuscule as compared to what the newly formed company will produce.
The bottom line is and has always been can they deliver with the newly formed company.
Will we see success in Africa.
Will we see multiple clinical trials started soon after the money is in the bank.
Will we see licensing agreements.
The press releases over the past few months have been very positive, confident and upbeat as you would expect with the situation at hand.
There are red flags:
1. SAGA not filing their reports on time - it is a minor issue however it happened with the 10K which they filed a month after getting a SEC delinquency notification letter and it happened again with the 10Q so I expect it to be filed by the end of the month as they received a SEC delinquency notification letter on July 25, 2023.
2. Limited funds in the trust account will require a significant PIPE transaction.
3. Barry J. Kostiner failed to deliver SPAC deal with Sunfire Acquisition Corp Limited as Chief Financial Officer & Director. He is the Chief Executive Officer & Director in our SPAC.
Overall what we know about ENZC suggests that this deal is expected to succeed on all fronts. We have only been shown very little on what the ENZC is sharing with the MAJOR players that brought this deal about in the first place. NDAs are probably playing a role as well as mAbs ready for clinical trials.
Timely, Interesting and Accurate
It is all about comprehension - the action or capability of understanding something.
How financing SPAC takeovers became Wall Street’s new favorite trade
https://www.cnbc.com/2021/01/25/how-financing-spac-takeovers-became-wall-streets-new-favorite-trade.html
KEY POINTS
PIPEs, increasingly deployed in conjunction with red hot SPACs, are mechanisms for companies to raise capital from a select group of investors outside the market.
Bankers from several firms have told CNBC they’ve received an uptick in inbound interest recently from investors looking for future PIPE opportunities.
In 2020, PIPEs generated $12.4 billion in supplemental capital to help fund 46 SPAC mergers, according to data pulled by Morgan Stanley.
The heightened prevalence of this product is raising concerns about the potential lack of understanding among the broader cohort of SPAC investors about how these investments work.
For most investors these days, it’s literally a “PIPE dream.”
PIPEs, or private investments in public equity, are mechanisms for companies to raise capital from a select group of investors outside the market. But as PIPEs are increasingly being deployed in conjunction with a surge in SPAC mergers, a larger group of fund managers are seeking access to this security, with limits on who and how many can invest.
While SPACs, or special purpose acquisition companies, will tap the public markets to raise capital to fund a future takeover, PIPEs are allocated to a small group of investors. Managers of the funds participating in the PIPE will sign a non-disclosure agreement, with trading restrictions, and are brought over a proverbial “wall,” where they’re given material, non-public information from the SPAC about which target they’re looking to acquire. They’re then allowed to choose whether or not they want to invest at the SPAC’s IPO price — or sometimes at a discount — and ride what they’re hoping is a pop when that takeover is announced.
Bankers from several firms have told CNBC they’ve received an uptick in inbound interest recently from investors looking for future PIPE opportunities.
“Many of these transactions are performing very well, and have been well-received in the post-announcement period,” said Warren Fixmer, who runs SPAC Equity Capital Markets at Bank of America. “So the alpha generation that it represents obviously is attracting a broader group of investors.”
In 2020, PIPEs generated $12.4 billion in supplemental capital to help fund 46 SPAC mergers, according to data pulled by Morgan Stanley. Their data looked at SPAC deals with valuations greater than half a billion dollars. On average, PIPE capital added almost triple the purchasing power to the SPAC, Morgan Stanley said. For every $100 million raised through a SPAC, a corresponding PIPE added another $167 million, the data showed.
Big money in PIPEs
Some of the largest PIPEs have surpassed $1 billion in size and were committed over the last few months. The latest was announced Monday morning, with Foley Trasimene’s Acquisition Corp.’s takeover of Alight Solutions, which included a $1.55 billion private placement. Another Foley SPAC utilized a $2 billion private placement, announcing in December a deal to purchase Paysafe. Chamath Palihapitiya’s SPAC, Social Capital Hedosophia V is deploying a $1.2 billion PIPE to acquire SoFi. Additionally, Altimar Acquisition Corporation announced an agreement with both Owl Rock and Dyal to take the combined alternative-asset manager public with a $1.5 billion PIPE.
More committed PIPEs will lag the SPAC IPOs, meaning if 2020 was the year of the SPAC surge, 2021 and 2022 will be the time where these vehicles merge.
Morgan Stanley data showed that there’s still more than $90 billion worth of “dry powder” that needs to be deployed toward acquisitions over the next two or fewer years. That implies a total of $117 billion of PIPE capital is expected to be raised in connection with SPAC mergers during that time frame, Morgan Stanley said.
Against that backdrop, prospective PIPE investors are calling up placement agents en masse and looking to be included in financing those mergers, bankers from three separate firms told CNBC.
The heightened prevalence of this product is raising concerns about the potential lack of understanding among the broader cohort of SPAC investors about how these investments work.
“There are two generic losers, or people at risk: The first are the existing shareholders, but the second is the perception about the fairness of our capital markets,” said Harvey Pitt, former chairman of the Securities and Exchange Commission. “People who are not privy to the disclosures, people who aren’t able to get the benefit of these pricing discounts and people who are seeing the power of their equity holdings downgraded by virtue of what we call dilution.”
Investors in the PIPE usually receive their securities at a discount at least to the market price and sometimes they even get shares below the IPO price. About one-third of SPACs in the 2019 through 2020 merger cohort that issued shares in PIPEs, sold those shares at a 10 percent discount or more to the IPO price, according to a recent SPAC study by Stanford Law School and New York University School of Law. That can ultimately be dilutive to investors who acquired stock at the IPO of the SPAC.
PIPE investors can pressure stock
A key question, Pitt said, is what types of disclosures investors in PIPEs receive compared to that of the broader market. While he notes that it would be “entirely appropriate” for the SPAC to share potential merger plans or things of that nature, other details about the company’s future could be a more grey area.
But proponents of PIPEs say they serve as a signal of validation to the market and therefore can improve performance. Those 2020 SPACs that included PIPEs had a median performance of 46 percent, one month after their deals closed, according to Morgan Stanley. Those without PIPEs saw gains less than half that (21 percent) over the same time period.
But once investors in the PIPE are eligible to sell, that can put pressure on the overall stock as it widens the float. Usually that takes place in the weeks following a SPAC’s deal closing — far shorter than the typical IPO lockup.
Because of these factors, PIPEs could be an area that draws greater regulatory scrutiny this year, as investors start to better understand the rules and potential financial impact around these securities relative to public shares in the SPACs.
“It’s not illegal to engage in one of these offerings, but there are, shall we say, minefields all along the process that could turn what might be legal into something that is illegal or crosses that line,” said Pitt, who currently serves as the CEO of Kalorama Partners, a consulting firm. “That’s why there needs to be scrutiny, and that’s why there is scrutiny of these transactions.”
The Market Minute: This Is Why You Keep Hearing About PIPE Deals With SPACs
https://news.crunchbase.com/public/this-is-why-you-keep-hearing-about-pipe-deals-with-spacs/
If you read about SPACs as much as I do, you’ve probably seen the mention of PIPE deals whenever one of these blank-check mergers is announced.
PIPE deals are nothing new, but they’re an area of the SPAC process we haven’t covered very much in this column. And after I had a very interesting conversation about PIPE deals with an investor, I figured we’d tackled PIPE deals and how they relate to SPACs this week.
PIPE stands for private investment in public equity and refers to deals in which a private investor buys stock of a publicly traded company. A deal like this essentially is another capital raise, and has commonly become a part of the SPAC transaction — though they weren’t created for that purpose.
A PIPE deal is a way, in conjunction with a SPAC, to raise money for a company going public, according to Bryan Koslow, the founder of investment advisory firm Clarus Group.
“You have traditional IPOs, you’ll see shares getting allocated to institutions and high-net-worth individuals as a way to thank them for their business or to ensure future business,” Koslow said. “With PIPE deals they’re similar, but they’re not available to your mainstreet investor or your mom-and-pop investors.”
PIPE deals allow accredited institutional investors to get in on the deal at a below-market price, Koslow said.
In a SPAC merger, the acquirer and the target company typically agree to a minimum cash flow, and that amount is usually more than what’s held in the SPAC’s trust, which is why a company then goes out for a PIPE deal, according to Alex Fayette, a principal investor at ACME Capital.
PIPE deals have just about become standard with a SPAC deal, and they’ve become something of a way to validate a deal by blue-chip investors.
“It’s some stamp of approval of, ‘This is a good deal, this is a good business’…there’s that validating point,” Fayette said. “But the other point, similar to IPOs, is you’re typically trying to optimize for partners who have a long-term investment vision of the company.”
According to SPAC Insider, 349 SPAC IPOs have taken place in 2021 so far, and they’ve generated more than $108 billion in gross proceeds. SPAC activity in the first half of 2021 has already surpassed 2020, which was a record-year for SPACs and essentially put the method of going public on the map.
Increasingly, SPACs are showing up to merger talks with a PIPE deal already “pre-baked,” according to Fayette. It’s often because there was more interest in the SPAC IPO than the amount of money the SPAC was aiming to raise, so the management team had conversations with investors who didn’t make it into the SPAC IPO to come into the PIPE deal. It’s not the norm for SPACs to have the PIPE deal pre-baked, he noted, but it is happening more frequently.
And companies typically want prestigious investors, like the T. Rowe Price(s) and Fidelity Investment(s) of the world, as investors in their PIPE deal.
“You see sometimes SPACs come to the table and maybe they’re fighting over a company, there’s more than one SPAC offer for a company and one of them may say….
‘We already have most of the PIPE or all of the PIPE pre-baked, ready to go,’” Fayette said. “And that takes a lot of risk off the table.”
In a lot of ways, the process of raising money for a PIPE deal is similar to an IPO roadshow orchestrated by an investment bank. Company management pitches investors, though often joined by someone from the SPAC management team.
But a key difference in the allocation process between a PIPE deal and an IPO is that with an IPO the banks typically build a book of interest to determine pricing, whereas with a SPAC, the price is more or less set by the merger, Fayette said.
Another important difference is that PIPE deals are only open to institutional investors, which has drawn some scrutiny from the public, Koslow said.
“Some of this speaks to the general wealth inequality we’re hearing a lot about,” Koslow said. “Where it feels like the rich are getting richer and mainstreet is getting left behind.”
Most SPAC deals usually just buy out the stock of the target company.
It didn't happen in our case and I suspect that it would have been a long and arduous if not impossible process going through all the different series of stock (A, B, D &E) and the commons. Also with over 3 billion outstanding along with the other mishaps from years past probably wouldn't be a good selling point.
SAGA is purchasing two clean shells (lack of better wording) loaded with what we believe to be priceless biotechnology amongst other things.
You have shell one aka Biogenysis Inc. then you have shell two aka Virogentics, Inc. with Artificial Intelligence (AI) and Monoclonal Antibody platforms and whatever else is included will become SAGA Scientific Holdings Corp.
How did ENZC get to a SPAC?
"On behalf of the employees and consultants of ENZC who contributed to making this transaction possible, I can confidently say that we are delighted with the progress we have made in reaching this new pinnacle," stated Charles Cotropia, CEO of ENZC.
To qualify for a SPAC merger a company should ideally meet the following criteria:
https://clearthink.capital/blog/required-criteria-to-qualify-for-spac-merger/
Reasonable Valuation of at Least $250M
From a practical standpoint, SPACs typically acquire companies that are valued at a minimum of 3X the amount of cash in the SPAC. This is due to the dilutive effect of the sponsor’s carry in the SPAC. If the valuation of the target company gets too close to the amount of cash in the trust, the dilution associated with the sponsor’s carry becomes too large relative to the overall transaction size.
As most SPACs are $100M+, with a few exceptions under $100M, we recommend companies only pursue SPAC mergers if they are able to justify a valuation of $250M or greater.
("BGEN") and Virogentics Inc. ("VIRO") was valued at $450 Million.
Ability to Justify Valuation
Anyone can provide a number they think their company is worth, but to get market acceptance the company must be able to justify its valuation. This can be done using comparable companies’ valuations, relevant metrics, etc.
If a company is unable to effectively justify their valuation, it is likely the transaction will have very high redemptions and the stock will fall post-close.
What in the WORLD did ENZC share to justify their valuation?
Don't know however IMHO it is all about the mAbs (and the laboratory testing and research). Heck what do I know? nothing but pure speculation. This is the $64,000 question.
Must Have a Clear Use of Proceeds
If a SPAC transaction is successfully completed, the target company receives a large influx of capital. The company must be able to show a clear use of proceeds and benefit from this capital.
Once completed, the transaction will provide BGEN and VIRO with significant additional capital to continue developing and expanding their existing and future technology platforms.
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.
The sale has nothing to do with shares of ENZC except the amount of ENZC shares you own will determine how many shares of SAGA you get.
It is impossible to determine exactly what ENZC function will be moving forward until we are provided more information after the deal closes.
One needs to be realistic about ENZC and what they do.
RESULTS have been very limited as to leading to revenue however the POTENTIAL of ENZC is through the ROOF.
Going to the NASDAQ is AAA.
We still now little about what is driving this and who the players are besides SAGA.
We don't who the NDAs are with and what they entail.
Is Big Pharma involved waiting in the wings to sign licensing/partnership deals.
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.
ENZC for the most part will be a shell of its former self when the company move all the valuable assets to the newly formed entity.
Normally for a SPAC deal the entire company is part of the business combination.
It did not happen in ENZC case for a number of reasons and here is a few:
1. Stock structure
2. Number of outstanding shares
3. Reporting status
4. Financial situation
5. Different share classes
If ENZC was in a position to due a normal SPAC deal and move the entire company then people wouldn't be confused, upset, concerned or whatever gripe they may have.
It doesn't matter what happens to ENZC the assets and focus are in the new company.
If anything becomes of ENZC, it will be icing on the cake however it will be minuscule as compared to what the newly formed company will produce.
The bottom line is and has always been can they deliver with the newly formed company.
Will we see success in Africa.
Will we see multiple clinical trials started soon after the money is in the bank.
Will we see licensing agreements.
The press releases over the past few months have been very positive, confident and upbeat as you would expect with the situation at hand.
There are red flags:
1. SAGA not filing their reports on time - it is a minor issue however it happened with the 10K which they filed a month after getting a SEC delinquency notification letter and it happened again with the 10Q so I expect it to be filed by the end of the month as they received a SEC delinquency notification letter on July 25, 2023.
2. Limited funds in the trust account will require a significant PIPE transaction.
3. Barry J. Kostiner failed to deliver SPAC deal with Sunfire Acquisition Corp Limited as Chief Financial Officer & Director. He is the Chief Executive Officer & Director in our SPAC.
Overall what we know about ENZC suggests that this deal is expected to succeed on all fronts. We have only been shown very little on what the ENZC is sharing with the MAJOR players that brought this deal about in the first place. NDAs are probably playing a role as well as mAbs ready for clinical trials.
Timely, Interesting and Accurate
It is all about comprehension - the action or capability of understanding something.
Why are you so focused and concerned about ENZC when the company is moving all the valuable assets to the newly formed entity.
Normally for a SPAC deal the entire company is part of the business combination.
It did not happen in ENZC case for a number of reasons and here is a few:
1. Stock structure
2. Number of outstanding shares
3. Reporting status
4. Financial situation
5. Different share classes
It doesn't matter what happens to ENZC.
The bottom line is and has always been can they deliver with the newly formed company.
Will we see success in Africa.
Will we see multiple clinical trials started soon after the money is in the bank.
Will we see licensing agreements.
Timely, Interesting and Accurate
By the way trading on the OTC has nothing to do with what is happening here.
It is all about comprehension - the action or capability of understanding something.