Some numbers that fall out of my conjecture in prior post... (1:20 split on legacy shares, roughly 25% dilution from IPO shares). For starters (again, this is pure conjecture):

- Share count roughly 7.5 million
- Valuation roughly $75,000,000 at time of IPO

Those seem reasonable to me. The valuation is low for a biotech with a product, but this is very risky business. The share count would increase to 10 million or so later, as options and warrants are exercised. But by then it won't matter, if the clinical trials go well. It's still an extremely low share count, leaving them lots of room for later dilution as needed.

Example: Let's say you own 10,000 shares and averaged in around 20 cents a share = $2,000 investment. The reverse split that I proposed would leave you with 500 shares at the IPO price of $10 = $5,000. That's a healthy 150% ROI. Not nearly what I got in this for, but not bad. And this is a new era.

As I said, this scenario would make everyone whole, with a decent premium, assuming demand for the shares develops. For those got into this for highly leveraged returns, the good news is the company is finally positioned to achieve that. It can now sink or swim as a legitimate biotech. If the first clinical trials go well, and the stem cell industry makes progress with the FDA, that $10/share could easily become $100 very quickly -- a $750,000,000 market cap is quite reasonable for a company whose product makes it to Phase II/III. So the potential for substantial return is still there for those who like biotech risk.

These numbers are simply my best guess at a situation that makes sense for all parties, and fits the requirements of an IPO and a NASDAQ listing. I could be completely wrong. It's possible that they devalue legacy shares into oblivion and compensate officers and insiders in other ways. But that has never been their approach, and I don't see it happening now.

@grandslam... I didn't see it specifically in those terms, but it is implied by various statements, public and private. For example, the IPO prospectus lists the outstanding shares, which includes all the shares that used to be public... "the number of shares of our common stock to be outstanding after this offering is based on 115,160,180 shares of common stock outstanding as of September 8, 2022..." It goes on to say that this does not account for shares that can be created in the future from known options and warrants, which is OK (although the problem there is the current document does not attach numbers to two of those categories, but I'll leave that issue for another post). It then states that these shares will be subject to a reverse stock split. Basically, they have to honor the shares -- the CFO admitted that to me in correspondence earlier this year.

The real question is how much will those shares be diluted. The ratio of the reverse stock split, in tandem with the PPS of the IPO shares will determine that (since we know that the value of the IPO shares in $17.25 million). And we know neither at this point. But they cannot simply ignore the shares. The document also refers to an "amended and restated certificate of incorporation", which is the vehicle they will use for the reverse split.

I don't believe the company is out to screw everyone. That has never been Musick's MO. As he told me once, "This is my life's work." In that spirit, remember that, in 2018, he converted all of the substantial debt that the company owed him into stock. That's his skin in the game now. That stock will also be subject to the reverse split. So there is built-in pressure to keep this reasonable. And I think they will.

A lot of IPOs are priced around $10/share. If this one is, then that is 1.7 million new shares. If they did a 1:20 reverse split on the old shares, that would mean the new shares would dilute everyone by roughly 25% in this scenario. That would be a reasonable price to pay for the cash they need. I have no idea if that is realistic in the IPO world, but it would effectively make all legacy investors whole, plus a modest premium for most. That's how an IPO like this should work. Whether it actually will work that way ...who knows. But it's something that I discussed earlier this year, so it is coming as no surprise.

UPDATE: Reverse Stock Split.

Schwab got back to me and basically said that the conversion of the shares will be pending the terms of the IPO. So I dove deeper into the IPO document, and, lo and behold, it does mention that a reverse stock split will go into effect when the IPO goes into effect. Which is what I predicted originally, since there is no way that the market was going to value this company at half a billion dollars right now.

Dilution is a fact of life. The split will affect everyone with common stock. So if it's 1:10, your share count will be reduced accordingly. I'm guessing they will adjust the numbers to split the valuation of the company roughly in half between legacy and IPO shares. Probably something in the range of 1:20. That's a total guess and could be way off. Unfortunately, the prospectus does not specify the ratio. I imagine it is a subject of significant discussion. I contacted the company, but have not heard back yet. I suspect I won't.

I would still contact your broker.

Contact Your Broker ASAP! I am having some difficulty with the Schwab people. They clearly don't know how to handle this situation, and are trying to sweep it under the rug. Believe it or not, they actually suggested that they remove the shares from the account and I buy new IPO shares. Of course, I told them that they will not do that under any circumstances and this needs to be resolved ASAP. There is going to be a serious lawsuit if it isn't.

This is a weird situation, and I get the feeling they don't handle it every day. If they can't just switch the ticker (which should be possible), then they need to contact VB to attest to my shares, and transfer the shares to VB's books under my name. Presumably, I can then put them back into my Schwab account later. Hopefully it doesn't have to work that way. But anything is better than Schwab removing the shares from my account because they don't feel like dealing with it. That would be an instant lawsuit.

In any case, I would check with your broker sooner rather than later, to determine how this will specifically be handled. This process is moving quickly, and all ducks need to be in rows.

Just to clarify... The IPO appears to be for $17,250,000. Number of shares is undisclosed, so PPS is unknown. It's a smallish IPO, a possibility that I discussed months ago. The money is needed to pay for the clinical trials. I think they are moving aggressively because those trials are just sitting there, and they are the key to everything. And they have a much higher burn rate now, as discussed in other posts. It's sink or swim time. They need cash to start swimming.

As for the legacy investors, the issue will be demand and liquidity. The most likely near-tern scenario is that the initial share price will be driven down by folks with smallish blocks of shares with latent, unfulfilled desire to exit. Those folks will get their exit, with a decent profit. The question from there will be how long the new demand for shares will be maintained. A lot of that will be driven by the news cycle. Significant volatility is likely, as rumors get legs. That's how this works.

My advice is to establish your goals and strategy, and stick to it. For me, this was always an accumulate and hold. So I accumulated and held. My strategy from here will depend in part on my confidence in their team going forward, which is TBD. I got into VODG after establishing a baseline comfort level with Dr. Musick's abilities. But the company is much more than just him now.

The other issue is the one that nobody can really answer, which is when will the FDA stop stonewalling cell therapies. I would keep a close eye on Mesoblast's current activities with the FDA. They have been in a battle for a couple years, ever since the FDA decided to reject the near-unanimous recommendation of their own advisory panel for an orphan use of Remestemcel-C. It could be a situation where one player finally knocks the door down, paving the way for others to walk through. Let's hope that VTRO is one of them. Any perceived softening of the FDA's stance on cell technologies will cause the share price to rise significantly, at least temporarily.

Thank you FBC. For those interested in corroborating info, just search "Vitro Biopharma VTRO" and you will find similar info at MarketWatch and other financial sites.

The main morsel of info that remains missing is the number of shares, or, alternatively the initial price. Otherwise, the financial industry clearly expects to see VTRO on the NASDAQ sometime soon. At which point I suppose this good ol' VODG board will become a vestige of a very troubling and uncertain time. The speculation has been fun -- I will miss it, weirdly. But better times ahead.

The Form 10 is filed, as of this morning.

I think the the theme here is this is a clear and intentional break from the past. Although they cannot make their past disappear, they clearly no longer want to be tied to their prior image. All of the older press releases are now gone from the site. Old shareholder letters are gone. The offshore stuff is not discussed, though it still exists.

Most importantly, the pipeline now narrowly focuses on domestic efforts through the FDA. It looks like the pipeline of a legit, early-stage biotech. And that is clearly intentional. The goal now is pretty clear, or at least I think it is -- they want to do an IPO ASAP. And they want to do it on the strength of their research and product pipeline. No stock splits, no games. Furman clearly thinks that he can sell this to institutional investors. He clearly believes that whatever Mosessian is doing with the FDA has enough legs to impress people who analyze biotech offerings.

It's also obvious that they need the funds from an IPO to do what is needed in the relatively near term. These studies are very expensive. And they now have a significant burn rate. I think they brought in Furman to get this done, because Zamora has failed to deliver a cash cow with Infinivive, and Zamora doesn't know the first thing about doing an IPO. Yes, I'm speculating, but I do suspect it isn't much more complicated than this.

Bottom line: They either sink or swim now, along with the legacy investors. They need to close an IPO that results in a listing on a real stock exchange. If they do that, it means that the company will have a shot to succeed in a big way. And it also means that legacy shareholders will have some liquidity at large multiples of their cost basis, at least briefly. In effect, the legacy shares are now functioning like stock options -- similar leverage, similar shelf life.

What I'm seeing is real enough that I will be contacting my broker (Schwab) this week to advise them of the situation, and ensure that the process for converting my shares under VODG to the new ticker is well-defined. This is not the time to leave anything to chance. If you don't have a good handle on what you own or who/what is managing the shares, this might be a good time to fix that. It's going to be an interesting fall and winter.

It's a long document. I have not read the whole thing. The link below is not the SEC site; it's a private site that publishes public SEC filings.

Text of the Filing

The document contains everything that anyone could reasonably want to know about the company -- this is by far the most detailed and fact-oriented release I've seen from them in the 15+ years I've been following their activity.

There are many interesting nuggets, which I will need to explore further to confirm. It appears that they intend to seek a listing on the NASDAQ. And I can't see any indication of the reverse stock split that I conjectured about. In fact, they state the share count pretty precisely. If you put those things together, it suggests that they believe it is possible that the market will value the company at hundreds of millions of dollars. If this actually happens, it means an instant and very large windfall to legacy shareholders for as long as the market can support the share price. I'll believe it when I see it, but this is the path they seem to be pursuing.

Also, they state that they are now required to register their stock with the SEC, as of the end of FY21, due to the number of shareholders. So they have to do this, even if for some reason they didn't want to.

Like any legit prospectus, this one includes long and detailed descriptions of risk factors. They pull no punches. They must be extremely bullish on the efficacy of AlloRx, because they clearly expect results in trials that will render these risk factors tolerable.

I could discuss dozens of interesting things that are buried in the document, but I don't have the time. Bottom line: If all goes well, their stock should be back on the market by next year, and a window of opportunity should exist for legacy shareholders for both liquidity and significant profit. We shall see.

BTW, it also appears that they still own Fitore, and Nathan Haas is still the CFO. I can only assume that they removed Fitore from the web site because it doesn't fit the image that they are now trying to cultivate. But that is conjecture.

Huge News. They filed a Form S-1. First step to going public again. I have not read any of the details yet, so I wouldn't necessarily be jumping for joy. New ticker will be VTRO, apparently. More after I read it.

There are a significant changes to their web site today, presumably reflecting leadership / initiatives from the CEO. I don't think the changes are complete because the site is not 100% functional. Some early observations:

- All of the financial information is gone (I'm glad I have copies...).
- The pipeline is condensed, and focuses on US-based initiatives
- There are various references to expected FDA filings in 2023
- There is some minor clarification on past FDA activities
- Fitore is no longer on the site, as far as I can tell. I have no idea if the CFO is still employed. It appears to me that they have dumped the bioneutraceuticals business. I'd guess they would be dumping Infinivive too, if they hadn't sold the farm to Jack Zamora, the most invisible CEO in world history.

Overall, the implication is they are looking for funding to pay for the costs of legit FDA studies, and they believe they are ready to enter the realm of legitimate biotech companies if they get it. It isn't clear what they mean by "funding". Does that mean an IPO? Or does it mean an angel investor that would likely mostly wipe out legacy equity? There is no way to tell, offhand.

In short, for legacy investors, this could be good or it could be disastrous. But it definitely is significant movement, with some obvious desire to craft an image that, where possible, begins to distance the company from its reputation as a supplier for offshore treatments. Given that the site is clearly not complete, I would expect to see additional changes over the next week or two.

@grandslam... With the change in CEO, it isn't clear. They were a couple months late with Q1 reporting, which I think likely reflected the fact that they decided to come clean on the financial events of the prior 18 months, which took time. In the end, I'm happy they decided to do that, although I am not happy with some of the activity that they documented. E.g., what exactly has Jack Zamora done for VB to warrant the compensation package that he commanded? It sounds to me like Musick was tired of being CEO, Zamora talked a big game and convinced the Board to buy into his vision. Except he ended up being an empty suit, mostly committed to his high-end facial aesthetics business (I'm reluctant to call it dermatology at this point). At least that's my take. So, to your point about waiting, I think we lost a couple years to COVID and Jack Zamora. And I'm not sure which was worse.

Of course, this is all just conjecture. My point is that I would not assume that the wheel-spinning that we have experienced since the delisting is a permanent feature. It might take some time to return to a typical reporting schedule. If they remain two months behind, Q2 could take until early October. I would hope that is not the case, but it would not be "late" relative to their last reporting. That said, it would be a nice precedent for the new CEO to prioritize returning to predictable, prompt reporting ASAP. If they don't report by early October, that would be unacceptable, and then we will be back to looking at alternatives.

More than anything, we need to hear from the new CEO. We need to hear a concrete, realistic plan that adds some teeth and milestones to the happy claptrap about being committed to shareholder value. Our shares are currently worth nothing. That's zero effective shareholder value. He needs to address that situation head-on, and stop with the vague, one-liner references to shareholder liquidity being a challenge. Are they working toward an IPO? Are they working toward an acquisition? If neither, when will they file a Form 10, and allow shareholders to trade while they screw around for another decade? Those are their options. If they won't commit to one of them, then they actually have no discernible commitment to shareholder value. And in that case, they would once again make themselves targets of lawsuits. I hope it doesn't come to that. I look forward to hearing from Furman soon. Next steps from shareholders will depend a lot on what he has to say. And what he does for the balance of CY 2022.

Q2-22 ended in April. It's August now. Time for another report, VB. This time with some information about the business, and a science update, please. Bonus points for a summary of what exactly Jack Zamora did for the Company during his Tenure of Silence, and what exactly made him worthy of the substantial compensation he received. Inquiring minds (and diluted shareholders) want to know.

Also, Mr. Furman, the honeymoon period will be short. Your intro press release mentioned a commitment to shareholder value. That sounds great. Now tell us how and when we will return to trading, as that is one of only two ways shareholder value can ever matter to us. as things stand. Vague references to the future won't do anymore. The Great 5-year Commercialization Plan of 2018 should be maturing by now, even if it was overtaken by events.

Business plans that span multiple human lifetimes are of little value. Shareholders require a plan where the "value" part has substantive meaning in time frames that matter to humans. Thank you.

@B&BB... Curious if that's a rough guess on your part or if you did a calculation. It seems about right to me, depending on what baselines one uses. Before 2018, when I bought a lot of my shares, I think there were about 20 million shares. Then they decided to commercialize and retire the debt to Musick, bringing the total to something like 45 million. The post-delisting reorganization over the past couple years, combined with fundraising, combined with the inexplicable giveaway to Zamora (the most invisible CEO in world history), brings the total to a little over 100 million, plus probably another 50 million that will almost certainly materialize for other reasons. So, maybe 150 million shares total. When you compare that to the 20 million from the bad old days, the dilution is already in the range you cited. An IPO will make it worse. Just curious if something like that is driving your numbers, or if you have more data to pile on.

@grandslam... They cannot do that. The lawsuits would destroy them. They know that. I don't think they have any desire to do anything like that, or actively harm legacy investors. Even if they did, they know they would lose -- professionally and personally, and perhaps even criminally. They are smarter than that.

The issue that they are avoiding is that they (read: then-CEO Jim Musick) publicly promised to file a Form 10 after the delisting, and then they decided to go back on that promise. They know that this is a black mark. But at this point I'm convinced they did not do that to harm anyone. They did it because new leadership quickly realized that doing that would mean "No IPO for you!"

An IPO should be good for everyone, but, more than that for the long term, it is the only way they will ever get the funding that they need to build the company properly. Everything they are doing points to this. The only question in my mind, as I have discussed, is whether they will need to do a reverse stock split to make the numbers work vis a vis exchange listing requirements. In theory, that's bad for everyone. But if the size of the IPO is reasonable, it will be a very good thing regardless.

Again, everyone with shares in brokerage accounts needs to understand that your shares still exist. VB cannot destroy or ignore them. They can be devalued to some extent, as often happens to early-stage investments when successive rounds of fund-raising occur, which is a risk we take. But they cannot be ignored or destroyed.

**** Significant News **** New CEO

See press release on their web site. At first glance, this is a very big deal. Zamora was invisible and ill-equipped for the job, IMHO. But I will need to examine it closer when I get a moment.

Note the wording of the "About Vitro Biopharma" blurb at the end... "Vitro Biopharma is an innovative biotechnology company focused primarily in the field of regenerative medicine and cellular therapies, with ancillary focuses in the research services, cosmeceutical and nutraceutical fields. "

Seems to me that they are finally accepting that ointments for 0.1%ers and bottled supplements in a very crowded market are not going to build the company. That's good to see.

Addendum to prior post... The employee who left is almost certainly not the regulatory liaison person I mentioned, unless she doesn't update her LinkedIn profile. That profile describes her as the "Board Chair & Regulatory Strategist". I don't know what "Board Chair" means, as I thought that the ex-CFO was now the Chairman of the Board. Who knows. Either way, it seems that she is still involved, which is a good sign.

In any case, I don't know the identity of the ex-employee that they mentioned in the last report cycle. But hopefully we will learn more about the strategy of their "Regulatory Strategist", and get some sort of update on their claimed pipeline soon.

I would add that they will likely need to hire a couple more qualified scientists, if they want the credibility required to woo any institutional investors (which, again, are likely needed for an IPO), and portray themselves as a legit biotech. Musick is their only true scientist, as far as I know, and he is not young. Serious investors will want to know that the science doesn't die when he does. If my story about an IPO strategy is true, then I would expect them to start updating news on the pipeline (per my prior posts), and I would expect them to announce the addition of at least one real scientist to the staff.

Again, this is all just logical deduction based on speculation. If they are not seeking an IPO, then none of this applies. Eventually, they will need to clarify this, or they will again start facing the possibility of legal action from shareholders. They are way overdue for a press release, apart from the financial reporting.

Finally, I would note that their most recent reports include a brief statement about a termination settlement with an employee. I have no idea who that is. I hope it wasn't the person they hired to smooth things over with the FDA. If it was her (or even if it wasn't), they have some 'splainin' to do.

@dg33... I'm saying that I believe VB wants no part of seeking a public listing unless it is part of an IPO, because they need the cash from an IPO to build the business to the size they seek. This is is contrast to their initial claim, shortly after delisting, that they would seek prompt relisting on an enhanced OTC board, through a Form 10 process, as soon as enough audited data became available to do that. That was clearly Jim Musick speaking, before the change in officers -- which is consistent with my suspicion that Musick has some scruples and feels some obligation to legacy shareholders. But the entire strategy changed dramatically sometime in the fall of 2020, when Zamora became CEO. I think the Board decided to think big at that point, and decided to treat the delisting as an opportunity to regroup and reorganize.

Given all that, my point is that the only way an investment bank will likely give VB the time of day (to underwrite an IPO) is if one or more of these pipelines shows progress. That is where the real money is. All you really need is one to hit. VB might or might not be able to build a modestly profitable business around aesthetic dermatology, supplements and boutique offshore treatment protocols -- but such a business model will not spawn an IPO. Institutional investors would not touch it. This is why an update on the pipeline is so critical to legacy investors, whose only near term hope for liquidity is an IPO.

If I am wrong about this, I cordially invite anyone from VB to please correct me publicly. I am not here to prove I'm right -- I just want the truth, for the benefit of all investors. This is how I read the situation, based on facts in evidence.

We need a science update!

With the financials now mostly on the table, if still a little questionable, it is time for VB to update the shareholders on their activities of substance. Their Pipeline page makes some bold statements. They have provided no updates on any of these initiatives in quite some time. Progress on these studies and trials will largely determine if VB is a real IPO candidate, or if it melts into the private woodwork as a cash generator for book-cooking insiders, or if it just fades away.

We have every right to expect a Q2 update soon, and it needs to include some updates on these business and scientific joint ventures. For example, their pipeline suggests that they are close to going to market for osteoarthritis in Australia. Is that real? If not, why is it still on the web page? We need to know. Is that Pitt Hopkins study enrolled? If not, why not? Are there any preliminary results with the Crohn's study? That market alone is many billions. Inquiring minds need to know.

The substance of VB as a true success story is in treating disease. Aesthetics for 1%-ers and bioneutraceuticals are nice cash generators in the interim. But the real money is in improving the lives of very sick people. And shareholders need to know if that side of the company is real or mirage.

@grandslam... Sorry for being unclear. Some of that lack of clarity is that this is mostly guesswork, but some of it is on my sloppiness in communicating.

An IPO would by definition create new shares -- it's an "initial public offering" of securities, typically managed by an investment bank that works behind the scenes to gauge and generate institutional interest in large blocks of shares. It's a bit weird in the case of VB because they were already public, and there are millions of inactive shares sitting in brokerage accounts. But, fundamentally, it's not all that different from a typical IPO, where a bunch of pre-existing shares/options are held privately by insiders and early investors. That is, there are almost always legacy shares in play when an IPO occurs. It's just that, in this case, I'd guess about 20 million of the legacy shares are locked up in brokerage accounts with companies like Schwab.

Those shares will become publicly tradable again, under a new ticker, shortly after an IPO occurs. The benefit beyond that is that an IPO price is typically a lot higher, if the investment bank does its job and a lot of interest materializes in the IPO. In theory, an IPO is an instant windfall to legacy shareholders, despite the dilution.

So, what are the problems? First, their coyness about relisting is, IMO, a bunch of nonsense designed to avoid lawsuits, and also to avoid dealing with the real issues in public. The real issue is that they now have a substantial cost structure, a serious burn rate, and limited cash. They do not want to just file a Form 10 with the SEC because that will not generate the pile of cash that they need to remain solvent and build the company. An IPO would generate that cash. That's why I think they want to do an IPO. The problem is, their business isn't currently large enough to justify the kind of IPO that I think they want -- i.e., one worth hundreds of millions of dollars, like they discussed in that putrid, woefully premature business plan that they quietly posted and removed last year. The only thing that will get them into that league is a real breakthrough with the FDA or Patent Office. And I don't see either happening in the time frame they will need.

This is why I think rational minds will prevail in the end, and they will likely end up doing a smaller IPO that generates 3-5 years of survival and growth capital. And as I laid out, I don't think that would be possible without a reverse stock split, due to the listing requirements of major exchanges. While not great, this would be the lesser of three evils, the other two evils being (1) going bankrupt and ceasing to exist, in which case we all go home empty-handed, or (2) a major influx of private equity. The problem with (2), assuming they could even find an angel investor, is that those deals are typically structured to more or less destroy legacy investors.This is why the fine print on very early investments in start-ups is so important -- it usually has no protection against later rounds of fund-raising, which typically are acquired under duress and allow the later investor to own and control everything. I think they would much prefer to do an IPO, because the carnage of the alternative would also adversely impact current insiders. Musick's shares, for example, aren't fundamentally different from ours.

If they do an IPO, the question is how many shares and what will the price per share be? I laid out a possible scenario in my prior post, but the actual numbers would depend a lot on the perceived strength of the company, and whether the broader market views the new field of regenerative medicine as "real". But I have to believe that they are quietly pursuing the IPO route at this point, as it would be the best outcome for the insiders. And, again, if that's the case, the last thing they would do in the interim is file a Form 10, just to provide liquidity to legacy shareholders. This is why they won't commit to doing it -- they would be signing their own death notice, as it would make a traditional, highly-inflated IPO impossible.

HTH. As always, you get what you pay for

Crystal ball time. So what is going to happen with VB? In short, who knows. But I will venture a brief guess, which assumes that they are not buried by litigation from shareholders (which would be justified, but at this point might not be in anyone’s best interest).

I think they want to do an IPO. I think they would do it this year if they could get away with it -- they need the cash. The problem is that the current business, equity structure and valuation can’t support it. A listing on the NASDAQ would require a market capitalization approaching $50 million and a listing price of $4/share. The latter is not going to happen with 150 million shares either existing or soon to exist. But if you divide that number by 10, it suddenly becomes doable in a year or two if the revenues improve substantially this year (as I believe they expect).

With that in mind, I think their only reasonable path to an IPO is a 10:1 reverse stock split in the near term. This would bring the share count down to about 10-15 million shares. They could then reasonably issue, say, another 5 or 6 million shares at, say, $10 a share, and raise $50 million of operating capital. Yeah, that’s a small IPO, but it’s a tiny company, and their prior talk of a larger one is pure fantasy, as far as I can tell. The price would be in line with prior market prices, if you assume substantially improved revenues and a bump in interest and visibility.

That said, the former CFO told me directly, by phone over a year ago, that they had no plans to do a reverse split. But a lot has changed since then. With this many shares now distributed to insiders, I can’t see how they can avoid it. They almost have to be discussing it, unless I am totally misreading the situation..

The alternative is to grow the business quickly, get the annual revenues into the $30-$40 million range, and then either refile with the SEC (and grow the old-fashioned way -- by earning it), or get bought for a couple bucks a share. I think Zamora is far too impatient and greedy to allow either to happen. I think he wants a billion dollar valuation, if not more, within 5 years. And he’s not going to get it without a lot of capital. And that capital isn’t happening without an IPO.

This is pure conjecture on my part. If it happens, it wouldn’t be the worst outcome. For most of us, it would mean a 2X – 10X return. That isn’t terrible. I was expecting more, but if this is where it ends up, I will take it. It beats losing it all.

As an aside, the CFO responded to my inquiry from last week, directing me to the latest releases (which I had already read). It was decent of him to respond, I guess. The following is my reply, which summarizes my thoughts on the situation: In short: (1) Why won't Jack Zamora talk, and why in the world did the company give him such a sweet deal to apparently do nothing except buy & sell some product?, and (2) The company remains in legal jeopardy if it does not address the public listing in a timely manner, as what it has done is unethical at best and and almost certainly worthy of litigation.

Thanks for the note. It is good to see that VB is again releasing information, and it is especially good (though not entirely comforting) to finally get a picture of the current equity structure, as well as significant detail on the equity, personnel and financial transactions that have occurred in the past year or two. All of this was opaque to common shareholders for quite some time, which created understandable unease. The information is necessary and appreciated.

The reports do not provide a lot of color on specific business and research initiatives. I can only assume that expectations are fairly high, given the substantial executive cost structure that VB has now assumed. To the outsider, this seems incongruous with other statements that raise doubt about the near-term viability of VB. With the rather generous compensation package that the CEO now enjoys, and with important underlying financial data now available to shareholders, it would be appropriate for the CEO to end his public exile and discuss the business plan in some detail. Given that he operates a successful medical practice full-time, neither his actual role at VB nor the justification for his outsized compensation package with VB are clear to shareholders on the outside. Since he is a very good communicator in other contexts, it seems appropriate that he should address shareholders directly. That is part of his job. I look forward to hearing from him soon.

Obviously, shareholders are disappointed that VB will not commit to returning to public equity markets, despite early promises. The situation is highly irregular by itself, but it is exacerbated by the fact that such a sizeable percentage of shares now appears to be held by insiders. At a minimum, the optics are questionable, but the issues are deeper. VB damaged shareholders with its failure to maintain its registration. It then substantially revised the equity structure of the Company during a subsequent period of relative silence, and now seems to be using that redistribution of equity to partially justify inaction on behalf of “all shareholders”. It cannot ignore this indefinitely -- nor will legacy shareholders. There are well-defined, legal paths for public companies to become private, but this is not one of them. I look forward to a more specific, palatable and ethically acceptable plan to return to public trading.

The substantial concerns about the CEO and public equity registration aside, I do appreciate the detailed reports, which I am sure represent quite a bit of work. Though overdue, they do clarify a number of important questions. I look forward to seeing VB execute its plans as the year progresses.

Extremely rough summary... I reviewed what I could very quickly. The 2021 report appears to include audited results; Q1-22 is not audited, but I'm not worried about that. If there is any good news, it is that they explain in detail the transactions that got us Zamora and Haas, the compensation and employment arrangements are clear, we finally have a share count, and your shares exist. And I guess you could say the fact that they reported at all is good news. I can see why it took a long time to put these reports together, as they go into a lot of detail about how they are accounting for various transactions.

But I don't see a whole lot to crow about beyond those things. Some obvious concerns:

1. There is still no commitment to return to the market anytime soon.

2. The share count is up to 96 million, with another 59 million potential shares due to options, warrants, etc. While that is still reasonable for a small biotech, they confirmed a little ditty buried in a report from a year or so ago -- that they have authorized 500 million shares. And it is fairly clear that they want to do an IPO, which will obviously use some of that headroom to issue new shares. They are clearly on the road to diluting early holders of common stock into oblivion. It's a common story -- the longer a company takes to hit, the more irrelevant the original shares become. OTOH, if it eventually sells for $10/share... well, that's still $10/share.The problem is, at the rate they are diluting, and with IPO shares tossed in, a share price over $10 will likely require a valuation of at least $3 billion. Good luck with that.

3. Zamora has a sweet deal. Way too sweet for my taste. To his credit, his truly ridiculous payout will only happen if and when the company is sold for nine figures. But I am not comfortable with him being CEO. It smells. It just does. This whole thing is in Zamora's hands now, and the guy has been utterly silent. That is unacceptable. Jack must speak. He must address the shareholders.

4. They are paying all the key people real salaries now. They are on the clock with a real expense structure. That was inevitable of course, but the business will need to start performing, or the dilution will become intolerable and/or the company will fail. On the bright side, this can't drag on for another decade. It's sink or swim time, IMO.

5. The reports do not discuss business initiatives or clinical trials at all, as was the custom in years past. Taken at face value, it isn't clear that they are still in the offshore treatment business, or if they still have any relationship with the FDA. Musick seems tied up with the consulting agreement they have to help another biotech navigate the FDA. Zamora is clearly focused on his own practice and Infinivive. Haas is a financial guy, and his brother is running Fitore. So it isn't clear if they are simply betting the house on Infinivive and Fitore at this point. Perhaps Zamora sees billion dollar potential with the former, who knows.

There is more to analyze and discuss. But that's what I gleaned from a quick read.

The documents are now posted on the VB site. I am reviewing them. Probably will be a couple days before I have any further comments, as I have a couple busy days ahead.

Follow-up on prior post... I checked the site again -- the text of the page changed, but there are no links to the documents. It looks like a mistake, but I don't trust anything with them these days. Hopefully they will fix it. That said, very often these documents will appear on news sites before their web site, but a Google search isn't finding anything. That suggests to me that the documents either don't exist or have not been released yet, and it is likely that the web site update was premature.

There is news on the Investor Relations page of the web site today. I have not had time to look at it. I did contact them last week, basically telling them to release some info to shareholders or expect the lawsuits to begin shortly. They didn't respond, but hopefully whatever is on the site now will answer some questions.

@grandslam... I gave these people the benefit of the doubt for a long time, but I am becoming increasingly suspicious that this has gone off the rails. I don't know that for a fact, but there is certainly no further room for trust here. It's all "verify" going forward.

Let's review... They allow their ticker to be revoked, and within months acquire two businesses, installing the owners of said businesses as the key corporate officers after giving them cash and/or stock. Those officers then go silent, except for one rather strained and defensive E-Mail exchange. Meanwhile, the company starts floating the idea that it is somehow magically private, without having bothered to repurchase public shares, and subsequently announces (and then apparently revokes) plans to somehow do an IPO, without any reference at all to legacy shares. Then, after initially promising (on at least three occasions) that it will file a Form 10 when the (supposed) auditing is complete, they reverse course and won't promise anything. Basically, "Suck it, loser."

Something clearly doesn't smell right here. If they want to be a private company, they need to repurchase all of the formerly public shares. In the meantime, they owe those shareholders the information that they would receive if their listing had not been revoked. If they refuse, and if I don't hear anything from an authority that suggests a different course is indicated, they're getting sued, period. It's that simple.

I contacted the SEC today, providing a full description of the situation and requesting clarification of VB's obligations to shareholders. I also contacted MaloneBailey earlier in the week, but have not received a response (I didn't expect one -- I mostly wanted them to be aware that this situation is about to become very serious if nothing changes).

I'm continuing to pursue contacts and gather info, while awaiting a response from Schwab. I did seek the opinion of an attorney, who agrees that there is likely an obvious civil case here, should it come to that, and perhaps criminal liability should they continue down this path. I am still hoping it does not come to that. But my patience is razor thin at this point.

Part of me wonders if something is terribly wrong that they don't want to talk about -- e.g., a health situation of a key person or some other personal situation. That is 100% conjecture. But otherwise, I cannot see how intelligent people can possibly think they can get away with cutting sweet deals with two new officers (who seem to be doing next to nothing), while simply abandoning an entire class of shareholders.

Update #1. Schwab acknowledged that there is an issue here and has bumped my inquiry up to their Corporate Actions department. Per other messages, I intend to pursue this through various channels until we get some resolution.

I suspect very strongly that certain individuals at VB read this board. If so... Hey VB, this might be a good time to get back to respecting your shareholders. You are officially on the clock. I don't want this to be unpleasant, and it doesn't need to be unpleasant. We need to know what we own, on an audited basis, and we need the information immediately. Failure to supply that information is clear indication that something is wrong. And if that is the case, I intend to find out what that is, and I intend to seek all remedies available under the law.

Inquiry is in to Schwab, awaiting a response. I'd suggest everyone ask their broker, if you have one, to seek formal clarification from VB on the status of the shares they manage on your behalf. My next inquiries will be with MaloneBailey (to confirm that the audits are real), and the SEC. MaloneBailey will almost certainly reject any RFI on the basis of confidentiality, but it is worth an attempt (I'm not asking for the audit results, just confirmation that they have occurred as advertised -- I'm not willing to assume that any longer). The SEC inquiry will seek clarification on the rather bizarre status of a company that claims to be private but has made no attempt to buy back formerly public shares (instead spending $2 million to acquire a company and then appointing the beneficiary of the transaction to be the new CFO).

I will see what this turns up, and then begin contacting business and research partners, as well as the FDA. Every entity that is dealing with VB needs to understand very clearly that VB's behavior is unacceptable, and it is eventually going to lead to serious action by shareholders. Maybe at some point Evans, Zamora, Haas and Musick will wake the hell up before it is too late for their company.

@dg33... I was referring to the fact that they forced the SEC's hand in delisting them, which is something that most public companies desperately want to avoid. It is becoming reasonably clear that VB wanted to go private, but was not willing to raise the capital necessary to do it the right way. Typically, a company will declare its intention and buy back the public shares. The SEC is not an accomplice here, it just did what its policies and regulations require -- which, in this case, I am increasingly convinced that VB eventually decided would be a good thing. Which, again, is atypical.

Being a public company is a lot of work, and it typically creates pressure to perform on a quarterly basis. I'd guess that the new blood (Zamora, Haas and perhaps some Board members) told Musick that there is no immediate reason to reassume those burdens. If you read the initial report after the delisting (which it is still clearly in Musick's voice), you get a sense of remorse, along with a promise to quickly re-establish the equity structure of the company after the audits, including legacy shareholders. That voice changed dramatically soon afterwards, after Zamora took over. It is now pretty obvious that the new leadership figured that they don't owe anyone anything, and we can all go pound sand. They just don't have the cajones or common decency to say it directly. In fact, like a bunch of weasels, they shut down all communications, including their social networking sites. Some real men out there in Golden...

Were laws broken? I suspect they were, but I am not an attorney.This has become dangerously close to fraud. If not that, then they have almost certainly generated torts and will end up being sued through civil channels. They can avoid all that by simply coming clean and issuing some audited financial statements that also clarify the current equity structure. The fact that they apparently refuse to do this is simply raising the stakes every day. I do hope they come to their senses and issue a report to shareholders before next week. If they don't, the legal floodgates will open, and I'm afraid the future of VB and its officers and directors will look decidedly bleaker. All I want is some basic information that any reasonable shareholder is entitled to see. If they are so arrogant -- and, frankly, stupid -- that they won't provide it, they're making their own bed. And they will need to sleep in it.

@Dirk... I am not going away, but I do not want to be rash or presumptuous about their motivations.

I sent yet another E-mail to them a couple weeks ago. I asked for a reporting date, and, failing that, an audited accounting of the current equity structure of the company. These were simple, reasonable and direct requests. They did not respond.

They reported Q1 on 4/27 last year. We need to keep in mind that the “reports” we're discussing are simply shareholder letters. If they don’t report Q1-22 by the end of the week (and I don’t expect that they will, given that they skipped Q4-21), then I think it is safe to assume that they no longer have any regard for the rights or interests of legacy shareholders. I was not willing to make that assumption before, but two missed reports and a combination of evasiveness and non-responsiveness to inquiries is enough evidence. My prior, limited correspondence with the new CFO also had a tone that was weirdly both defensive and indifferent, and hinted that the company is now more obligated to other unspecified shareholders or interests. That is all unacceptable.

VB clearly thinks that it has gone private (which is technically true). But this is not how reputable companies go private in the real world. If they wanted to go private, they were obligated to buy back all the outstanding public shares, which I have to imagine would not have been difficult. Instead, what I think they probably did was issue enough shares to insiders that the float now represents an unambiguously minority interest. And now, having strategically allowed the SEC to do the dirty work for them, they apparently think that they can just ignore those interests. They are tragically wrong.

That is as much as I can say that isn't pure speculation. If I had to speculate, I'd guess that there is some disagreement internally about exit strategies. I suspect the new CFO rashly sold them on the idea of an IPO. And I'd guess that one or two others probably asked the same questions I asked, namely, "We were a public company for decades, until about 10 minutes ago. There are something like 20 million shares abandoned in brokerage accounts. Uh, how exactly does that work without us getting our @$$es sued into oblivion?" Ooops. I don't know whether that happened, but it wouldn't surprise me.

I also suspect that Jim Musick wanted nothing to do with this stuff. So they made him "CSO" and said "Hey Jim, go service that shiny new $2 million dollar contract, and leave the business matters to us." I suspect he stopped the SEC reporting 6 or so years ago because he truly was trying to use limited resources as efficiently as possible. Fast forward, the SEC does its thing, and new people and new money enter the picture without the sense of loyalty. And they see it as an opportunity to re-engineer the equity structure, hoping that time causes all of those day traders and widows to forget what they own.

That is all pure speculation on my part. But their actions need to be explained, and it is difficult to come up with an explanation at this point that does not involve deep suspicion of bad motives.

And so 5/1 is my personal attitude adjustment date, where I officially become “determined foe” rather than “confused friend”. If they don’t provide some sort of update to shareholders by then, then I have to assume they no longer recognize our interests. It’s difficult to imagine that greed could foment stupidity of such dimensions, but that seems to be what has happened. This is apparently not the same company, culturally speaking. It would appear to be a cabal of people who have zero regard for the legitimate financial interests of long-time shareholders.

I am not interested in a class action lawsuit at the moment, as those exist primarily for lawyers to make money and to ease the burden on both defendants and the legal system. I also doubt that you can force them to file for relisting in a time frame. What they did was unscrupulous and has become disingenuous. But I doubt there is any legal way to force them into a public listing. I do think they owe us fully audited financial reports, a fully audited accounting of the current equity structure, and some sort of formal, public recognition of the shares that they abandoned in brokerage accounts.

I intend to begin by contacting Schwab, state and Federal authorities, and VB’s business partners. I want all relevant parties to know that VB is ignoring its obligations to legacy shareholders. If that doesn’t get their attention, then I will move to the next step. I do suspect that real action will ultimately require intervention from attorneys, but I still hope that some common sense prevails before that becomes necessary. As I've said before, in the end, I would prefer to burn the thing down than to allow people to steal money from me.

Class action suits require certification of the class. It's complicated but a possibility. But you are correct that it isn't hard to find attorneys willing to take such cases on contingency.

I'm still hoping it is unnecessary. I know we are all frustrated, and I do not trust the motivations of the new officers as far as I can spit on them. But there are good reasons to believe that they are going to issue a report soon. The first is that Jim Musick told me they would. The second is that they have been paying auditors for a while -- it is very possible that they wanted two full years of audited books under their belts before moving forward again (it's possible that doing the books for prior years proved either too difficult or too incriminating). The third is that they haven't wiped their old reports from the web site. I mean, if I were them and I were planning to discontinue reporting, the last thing I'd want is old reports sitting there that suggest they are either liars or incompetents. All in all, they aren't doing the things that I would expect them to be doing if they were indeed up to something nefarious. Does that mean they're not? No.

The other issue here is that their two primary officers happen to be the two guys running their two key subsidiaries (Infinivive and Fitore). I have no idea what the dynamic is there, but it's very possible (likely in the case of Zamora, who also has a medical practice), that they just aren't paying much attention to the mother ship. And if that's the case, I do hope Evans appreciates that and removes them. But, again, all conjecture.

@blueandblack... We don't know that yet. I have too much of a stake in the company to just let it go. If this were a company in death shakes gasping for air (like 99.999% of revocation situations), I would agree with you. But it's not. This is a company that is going to survive and either make money or get bought, IMHO. There is no way in hell that is going to happen while I stand by and have a good laugh with my equity drained to zero. This is not a "just walk away" situation. Not for me anyway. They are going to have to deal with me until this is resolved, whether constructively or tragically. The latter will be their choice.

@grandslam... If they don't report by mid month, I am going to contact Jim Musick and John Evans one final time, and just lay it out, politely but directly. They have always been open and (I think) honest with me. That communication is already written. If they are not going to report, they will need to supply an audited share count to requesting shareholders privately. If they won't do that, then they need to gird their loins for legal action. I will encourage any and all legacy shareholders to pursue that, when the time comes. If it turns out that they do intend to screw legacy shareholders, I intend to sue them into non-existence.

But I still doubt that they are stupid enough to do that. And I also think Musick and Evans have too much integrity to do that, despite what others might think. OTOH, I do not have any reason to trust the CEO or CFO. The former has all but disappeared. My communications with the latter were unsatisfying, and he finally stopped responding when I posed a couple very direct and specific questions. Not a great sign, admittedly.

The share count is a vital issue. Technically, they have no current obligation to report publicly. But we have a right to know what we own. If they refuse to clarify that, they do need to understand that the consequences will be existential for VB. I have zero patience and tolerance for being scammed. But I still don't fully buy into that idea. I think Musick made some premature statements after the revocation, because he likely felt embarrassed and responsible (he's a scientist, not a businessman). This likely led to a rethinking of strategy by the Board and the subsequent shuffling of officers. COVID didn't help, as it effectively shut down all their revenues. The new officers are a different breed, and (I suspect) have no loyalty to legacy shareholders beyond basic legal obligations -- I think they have a different set of loyalties and motivations, which is a major concern. And, presumably, they are running the show day to day. But Evans is still the Chairman as far as I know, and the current officers serve at his pleasure. I suspect (this is a guess) that if the CEO and CTO take this nonsense too far, Evans and Musick will fire them. They know this is serious. I don't think Musick wants any part of screwing the people who supported his company for a couple decades. Basically, I want Evans and Musick to know that they have to do something about this very, very soon, or this game is going to take a very unfortunate turn.

@grandslam... Well, it's good to be ready.

I have to assume that the ship has sailed on Q4 2021, since we are now well in range for Q1 2022. They did imply that they are focusing on that, to align with SEC requirements. What that means... who knows. It might just be evasive BS.

Worst case scenario is they actually are preparing for a true IPO, with the intent of creating a new class of stock that vastly devalues the old stock. And if they actually are planning something like that, well, that truly would be a declaration of war. Obviously, I hope it doesn't come to that. And I'm not sure it can, to the extent that the numbers don't work as I see things. The share price of an IPO would need to be in the $5 range, but the company just isn't worth anywhere near as much as that would imply, given the number of shares they would need to create. Nobody would be absorbing such shares. Certainly not the institutions that would be needed. Maybe that reality finally dawned on them, I don't know. It's all conjecture.

Along these lines, I think it is more likely that cooler heads prevailed after that turd of a corporate presentation last year, which they recently flushed. I doubt they have immediate plans to refile a Form 10, and I do expect yet more evasive language in the Q1 report. If we can get an audited financials & share count, and some reasonable assurance that they at least are not pursuing an Armageddon scenario for legacy shareholders, that will be enough for me to stand down. For now.

I am less confident at this point but still willing to wait for the pending Q4-21 and/or Q1-22 reports, which I increasingly suspect might end up as one release in April. But that is pure conjecture.

I posed some direct questions to the CFO but have not received a full set of direct answers to date. He did seem to confirm that legacy shares in brokerage accounts were not intrinsically harmed or nullified by the delisting, which is something I pointed out from the beginning. However, he is evasive about plans to refile. I’ll give him the benefit of the doubt and presume this is because of the pending release(s). I assume these will be the first with audited results. Multiple non-specific references to SEC restrictions suggest to me that they will be filing some sort of reports with them again, if nothing else.

I have not yet received an answer to the question of how they specifically view legacy shares in the context of the future IPO that they discussed last year, given that this is a highly unusual situation. Since they pulled the presentation that discussed the IPO, it is possible that they have reconsidered that strategy. Or perhaps it is a question whose real answer they fear we might not like. There is no way to tell at the moment.

For my part, it was good to have a brief dialogue with them, particularly one of the new officers. I gained some basic comfort that they at least acknowledge that legacy public shares exist. But I learned nothing about any plans to regain public status. I would prepare for the possibility that they actually don’t have any such plans, and instead see the best business strategy as remaining private while building value for an acquisition -- again, pure conjecture on my part.

If they do choose that route, and do nothing to specifically harm the formerly public shares in limbo, I would advise strongly against wasting money on attorneys. Although I suspect a case could be won on multiple grounds, the value of the victory would not be worth the investment. OTOH, if they were to take any action that did harm the legacy shares (beyond garden variety dilution, which is to be expected to some extent), that would be a different story.

The thing that I believe we must insist on – and I will fight for if the pending releases do not provide it – is audited results and an audited share count, including a full accounting of insider shares. We need to know how much of the company we currently own, and who the key shareholders are. If they don’t provide that in the next release, I will be willing to take action to get it. As shareholders, we are entitled to this information, and it is well past time that they supplied it.

They are communicating again. I'd prefer not to disclose private communications. But the fact that they are talking again is important, to me at least. I suspect we will be hearing a lot from them over the next month or so, more than the overdue report we're waiting to see.

So, bottom line, I think the correct approach right now for legacy investors is to stay calm keep the powder dry. Give them a chance to announce their plans and address the situation. I suspect they will. If they don't, well, then they'll be making their own bed.

@grandslam... I don't disagree entirely. I'm the one who raised the potential necessity and basis of legal action months ago. I discussed it in part because the new CEO & CFO have given us no basis for trusting them, and they refuse to communicate. Those two in particular need to understand that, if they continue to ignore shareholders, and if they continue to ignore fiduciary responsibilities as officers, there will be serious consequences. The company made promises about filing a Form 10, and those promises have not been kept, without any explanation. And they have also not said a thing about legacy delisted shares, save for for one very brief and vague sentence early on from the former CEO. That is all totally unacceptable.

That said, I don't agree with your entire argument. They are trying to build a business. They are trying to do something that most stem cell companies fail to do, which is establish a reputation of legitimacy with the FDA while continuing to generate cash from offshore treatments. All while surviving COVID and ramping up their manufacturing platform to generate the requisite supply of product. They are trying to be seen as a legit biotech doing legit research with legit products. They couldn't care less about short term shareholder liquidity. Relisting the shares is not a priority for them as a business. It should be a priority for them personally, as they are all sitting on millions of shares. But from the standpoint of the business, it matters not at all. If anything, being public is a big pain in the rear end and a drain on resources. I think they are enjoying the freedom from all of those expenses and requirements.

But, yeah, I am sick of waiting as well. I've been sitting on a lot of shares (hundreds of thousands -- not hundreds or thousands) for 15 years. That's a long time. I took a risk on a longshot company, a rare one that seems to be making it through the minefield that destroys most companies like this. There is a lot of money on the line now, and I'm too close to a highly improbable payoff to allow it to slip through my hands because the company is enjoying its time off from public reporting requirements. I'm as PO'ed as you. This trip through the desert needs to end. All I'm saying is let's see what they have to say. Something has to give soon. But, yeah, if they continue down this path of silence much further, the time for action is not that far away.