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IVF not getting any love in Alabama. This new court decision could give a great temporary advantage for INVO Bioscience and its customers wanting our unique insertion approach. Stay tuned. Great work woke people. Keep woking hard. Hula Hula Cuckoo Penny
Exactly Bruce.” SPAC is coming” was the correct way to say it. I don’t believe SPAC is the pipe that’s possibly coming to say the day. It’s most likely coming as late as June, hopefully sooner, to help prop up the listing after Peter received his shares. Obviously de-SPAC starting in summer will only delay this further into 2025. It is what it is. Enjoy your Spring. Summer is looking promising. Hula Hula Cuckoo Penny
We’ll see what happens in April. March is holiday time. Hope everyone has a great holiday. I expect nothing to happen until April. Enjoy. Hula Hula Cuckoo Penny
Super convenient for all our late comers…..
Final Rule……
“ Deeming any business combination transaction involving a reporting shell company, including a SPAC, to be a sale of securities to the reporting shell company’s shareholders.”
Hula Hula Cuckoo Penny
They extend out BK liquidation / distribution for one more year. Remember it’s 3 years to do distribution. Not 2 years. March / April 2025 is most likely scenario. There’s also legal employee cases pending which still need to be closed. That process alone takes a few months of negotiation. So much shit happening. Lots to do. Abandonment is coming up in March. I suspect we will draw all out into Fall. Too bad guys but that’s life.
Still need S-3 registration etc. So much to look forward to. Enjoy your Spring and Summer Loxxx. Should have better news by November. Hula Hula Cuckoo Penny
I’m expecting delays with effective dates and registration filings. Lots of delays yet Loxxx. I assume nothing with these guys. I just expect lots of delays. Hula Hula Cuckoo Penny
Yup. Happy Anniversary is right. 5 years of nothing burgers. I don’t know about you guys but I’m up for divorce but as we all know we most likely have one more year to go. Lots to do yet. We even have a 6 month lock up to go through. I have been doing some thinking about that lock up and there may be a good chance I’ve been diluted to a point that I can sell. Tough call. Any ways. Real liquidity won’t happen for a while unless Astra says enough is an enough and completes the sale. Wouldn’t that be amazing, Hula Hula Cuckoo Penny
Can’t even finance folk. They have all locked up tight. This would back up the incorporation date and the continued interest. Hula Hula Cuckoo Penny
One caveat people. Can’t sell or do anything until 180 days after the alternative SPAC merger. So if merger is done between April / June then no chance of liquidity until after October. Any ways. All good people. I’m just glad the alternative SPAC is coming in for the save. Be well people. Look forward to the show to begin. I wonder how the BK will be closed. I’m thinking there’s still so much to occur before that ends. Abandonment of Bert is just the first of many steps. We should see it cleaning up in Fall. lol. Hula Hula Cuckoo Penny
Get excited people. I can’t wait for our alternative SPAC transaction. It’s coming. Just around the corner. So jacked. It’s all coming down the pipe. Hula Hula Cuckoo Penny
One alternative SPAC transaction coming up people, Hope you all are getting jacked. Jacked to the tits. I’m not going to stop until I’m done people. No one stopping this train. Good times people. Hula Hula Cuckoo Penny
Like I’ve said people, I’m old and slow like a steam roller. Slow and steady wins the race. Lol. A great quote…..”Persistence and determination alone are omnipotent. Permanence, perseverance and persistence in spite of all obstacles, discouragements, and impossibilities: It is this, that in all things distinguishes the strong soul from the weak.”
Hula Hula Cuckoo Penny
Enjoy……(d) Market Stand-Off Agreement. To the extent requested by the Company or an underwriter of securities of the Company, each Holder and any permitted transferee thereof shall not, without the prior written consent of the managing underwriters in the IPO (as hereafter defined) or the SPAC (in connection with a listing of Common Stock (or the common equity of a Public Issuer) through acquisition by or merger of such Public Issuer with the SPAC, other than the Identified SPAC Transaction (an “Alternative SPAC Transaction”)), offer, sell, make any short sale of, grant or sell any option for the purchase of, lend, pledge, otherwise transfer or dispose of (directly or indirectly), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (whether any such transaction is described above or is to be settled by delivery of Securities or other securities, in cash, or otherwise), any Securities or other shares of stock of the Company then owned by such Holder or any transferee thereof, or enter into an agreement to do any of the foregoing, for up to 180 days following the effective date of the registration statement of the initial public offering of the Company (the “IPO”) filed under the Act or the closing of an Alternative SPAC Transaction. For purposes of this paragraph, “Company” includes any wholly owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this paragraph and may impose stop transfer instructions with respect to the Securities and such other shares of stock of Holder and any transferee thereof (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Holder and any transferee thereof shall enter into any agreement reasonably required by the underwriters to the IPO or the SPAC to implement the foregoing within any reasonable timeframe so requested. The underwriters for any IPO and the SPAC are intended third party beneficiaries of this paragraph and shall have the right, power and authority to enforce the provisions of this paragraph as though they were parties hereto. The provisions of this paragraph shall survive any conversion and/or repayment of this Note.
Found this amazing bit of info that only confirms my belief. This was found in ISLEWORTH agreement under miscellaneous. You are very welcome. Be well. Hula Hula Cuckoo Penny
(d) Market Stand-Off Agreement. To the extent requested by the Company or an underwriter of securities of the Company, each Holder and any permitted transferee thereof shall not, without the prior written consent of the managing underwriters in the IPO (as hereafter defined) or the SPAC (in connection with a listing of Common Stock (or the common equity of a Public Issuer) through acquisition by or merger of such Public Issuer with the SPAC, other than the Identified SPAC Transaction (an “Alternative SPAC Transaction”)), offer, sell, make any short sale of, grant or sell any option for the purchase of, lend, pledge, otherwise transfer or dispose of (directly or indirectly), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (whether any such transaction is described above or is to be settled by delivery of Securities or other securities, in cash, or otherwise), any Securities or other shares of stock of the Company then owned by such Holder or any transferee thereof, or enter into an agreement to do any of the foregoing, for up to 180 days following the effective date of the registration statement of the initial public offering of the Company (the “IPO”) filed under the Act or the closing of an Alternative SPAC Transaction. For purposes of this paragraph, “Company” includes any wholly owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this paragraph and may impose stop transfer instructions with respect to the Securities and such other shares of stock of Holder and any transferee thereof (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Holder and any transferee thereof shall enter into any agreement reasonably required by the underwriters to the IPO or the SPAC to implement the foregoing within any reasonable timeframe so requested. The underwriters for any IPO and the SPAC are intended third party beneficiaries of this paragraph and shall have the right, power and authority to enforce the provisions of this paragraph as though they were parties hereto. The provisions of this paragraph shall survive any conversion and/or repayment of this Note.
And…..https://www.reuters.com/markets/deals/digital-world-shares-surge-us-regulators-clear-way-merger-with-trumps-media-firm-2024-02-15/
Trump is the last one laughing after sham summary decision. And awesome Trump is laughing all the way to the bank. Dem dopes will not keep him down. His percentage of this latest approved deal is 3.8 billion. So HAHAHHA. Suck on that New York. Hula Hula Cuckoo Penny
Nice show today. Appellate court will turn over this stupid ass judgement made by Mr.Furley judge. Mark my words, no one is paying 350 million or any funds other than legal fees which is quickly adding up. Sucks for the kids and pops. Hope they are building a shit kick list. I would if I was them. All the best to the soon elected President Trump and his family. Keep kicking ass you guys. Hula Hula Cuckoo Penny
Good news for us.
3. Business Combinations Involving Shell Companies (New Rule 145a)
The final rules include new Securities Act Rule 145a, which specifies that, for Securities Act purposes, a sale occurs to the SPAC’s existing shareholders when the SPAC enters into a business combination transaction involving another entity that is not a shell company, regardless of whether or not the existing SPAC shareholders receive new securities. In these situations, Rule 145a deems there to be a share exchange implicating Section 5 of the Securities Act’s requirements and protections because the interests the former SPAC shareholders owned have been exchanged for something entirely different: interests in an operating company in the course of a transaction whereby the former SPAC provides the operating company with access to the public markets. The sale identified by the rule occurs regardless of whether securities are changing hands in the business combination transaction, and thus the transaction will need to be registered in accordance with the Securities Act unless an exemption from registration is available.
Just so we are clear…..
Effective Date and Transition Provisions
The final rule will become effective 125 days after publication in the Federal Register. Registrants must begin tagging disclosures in Inline XBRL beginning 490 days after publication of the final rule in the Federal Register (i.e., one year after the effective date of the final rule).
Ongoing SPAC and de-SPAC transactions that have not yet been completed will be required to adhere to the new requirements under the final rule once it is effective.
Did anyone notice they have 8 directors for Naya. I guess plans changed. Wanted 7 but got 8. Plans always seem to change. That’s the way the bounces. Nothing is what it seems. Hula Hula Cuckoo Penny
Last but not least…..They have zero time to get this all done and wrapped up.
Effective dates
The Final Rules will become effective 125 days after publication in the Federal Register. In the adopting release, the SEC noted that the “extended period before the Final Rules are effective will provide sufficient time for an IPO to be made under the existing rules for any transactions that are currently pending or planned. Any filings made on or after the effective date must comply with the Final Rules.” Inline XBRL tagging of information disclosed pursuant to new subpart Item 1600 of Regulation S-K will be required 490 days after publication of the Final Rules in the Federal Register. There are no exemptions or phase-in periods for SRCs, emerging growth companies (EGCs), or foreign private issuers.
As the old saying goes. SHIT OR GET OFF THE POT. Hula Hula Cuckoo Penny
A couple more major facts that affect our situation.
Shell company business combinations involve a “sale of securities”: The new Rule 145a under the Securities Act deems any business combination transaction involving a SPAC or reporting shell company to be a sale of securities to such SPAC’s or other reporting shell company’s security holders. Therefore, regardless of the transaction structure, a registration statement on Form S-4 or Form F-4, rather than a proxy statement on Schedule 14A, will be required unless an exemption from registration is available.
Another rule that is being applied…. Always wondered how they are putting the cart before the horse. Now I understand how Co-registration works…… hopefully you folk understand.
Aligning De-SPAC Transactions With IPOs
Co-Registrant Status of Private Operating Company
The SEC reiterated its view that a de-SPAC transaction effectively is an IPO of the target private operating company and that a private operating company’s method of becoming a public company should not negatively impact investor protection.
With this as backdrop, the SEC adopted amendments to Form S-4 and Form F-4 to require that the target company be treated as co-registrant when these registration statements are filed by the SPAC (or another shell company, like a holding company) in connection with a de-SPAC transaction. Accordingly, the target company along with its required officers and directors must sign a registration statement filed by the SPAC (or another shell company); these parties will be subject to Section 11 liability for any material misstatements or omissions in the Form S-4 or Form F-4 at the time of effectiveness, subject to a due diligence for all parties other than an issuer.
To align the signature requirements for the acquisition of a business or assets as closely as possible to the signature requirements adopted for all other target companies, the amended instructions to Forms S-4 and F-4 provide that, in de-SPAC transactions involving the purchase of assets or a business, the term “registrant” includes the seller of the business or assets.
New rules that are being applied to our deal.
Business Combinations Involving Shell Companies
Shell Company Business Combinations as Sales to Shell Company Investors
The adopting release reiterated the SEC position that when a reporting shell company conducts a business combination with a company that is not a shell company, the substantive reality of the transaction is that reporting shell company investors effectively have exchanged their security representing an interest in the reporting shell company for a new security representing an interest in the combined operating company.
With a view to providing disclosure and liability protections to investors in reporting shell companies under these circumstances, new Rule 145a deems any business combination of a reporting shell company involving another entity that is not a shell company to involve a sale of securities to the reporting shell company’s securityholders.
Rule 145a is narrowly drawn and the adopting release notes it will not have any impact on conventional business combination transactions between operating businesses, including transactions structured as traditional reverse mergers and traditional business combination transactions that make use of only business combination related shells. However, it is not limited to de-SPAC transactions. Rule 145a will apply in situations where, in substance, a shell company business combination is used to convert a private company into a public company. To illustrate, the adopting release provides, “For example, the requirements applicable to reporting shell company business combinations adopted herein will apply to any company that sells or otherwise disposes of its historical assets or operations in connection with or as part of a plan to combine with a non-shell private company in order to convert the private company into a public one. This is true regardless of whether such sale or disposal of the legacy assets or operations occurs prior to or after the consummation of the business combination.”1
Thanks for the MSN fluff video link RLK. It’s hilarious that Teper is doing this road show type program. Nothing will come of it. We still have so much to do before anything can get done. BK is just one of the many hold up factors. All has to be ironed out before we can proceed: Hula Hula Cuckoo Penny
Hey RLK. You would think the employees would have taken lesson from Stanley’s frivolous lawsuit. I guess it’s procedure again. They have to test the company out. I’ve learned about these lawsuits. All they are doing is making precedence and starting up the machine. But what’s funny is that the results will be the same. It’s funny how they need to have lawsuits put against them to get the clogs moving. I would love for someone to really explain that system to me. I find that stuff interesting. So we should be thanking David. Any ways. Same shit different day. I think they have to start something so they can do another thing. I honestly can’t remember. I just know that Stanley was helping the company when he did the lawsuit. It’s basically testing the companies positions and making sure their foundation is set. I chalk it up to setting legal precedence. Same goes for Trump and that whole fiasco. Government is simply testing certain precedence that have been never tested for 150 years since the acts were put in place. The big picture is always ignored by the masses. Some don’t even care. To me this is huge and I’m proud to have acknowledged it and have witnessed this great feat by the legal system. Every level of government is being tested. So many people get lost in the details and all the surrounding faux cases. I’m glad the government is testing precedence and I’m not even a Dem. I believe we need to know that any President going forward has a solid footing and can make the tough decisions without recourse. Obviously they felt this decade was the perfect time to do the lab testing. The only thing that scares me is the level of power that the final determination will bring in the future. But like I said before, I let God do my worrying cause it’s just not worth thinking about the what ifs. The one thing we know today that we didn’t know ten years ago is that all live amongst super crazy people. lol. At least that’s what I’ve learned. I’ve also learned how I can even lose myself if I don’t watch myself. We all have our flaws and weaknesses. Just some have more than others. A lot more. lol. Be well folk. Have a great weekend. Stay frosty and stay you. Hula Hula Cuckoo Penny
Have a spectacular weekend people. This is the day the Lord has made. We can rejoice and be glad in him. Be thankful for today and only today. Only God knows what happens tomorrow people. We can’t predict anything other than the weather and even then we get that wrong most of the time. I will let God do the heavy lifting and worrying for me. We will have our victory in due time. Be strong, stay kind and enjoy your family and what’s been given to you. That goes for you to Mike and Trader59. Live well. Carpe Diem. Hula Hula Cuckoo Penny
The company has done the merger and all is blended like a nice smoothly: just no 7th director etc and a few details like funding and listing. They will do exactly what they did with SPAC. INVO will just lose its listing, company will terminate and deregister and bla bla bla. Then SPAC will come to the rescue. Also don’t forget we still have to complete de-SPAC before we can get this next SPAC in for the next round / stage of financing. I don’t believe Teper for one second he’s listing without some SPAC etc. He’s amalgamating for sure but just not listing. So many things need to happen still. He wants that free money from SPAC. Don’t ever fucking forget that bankruptcy still has to conclude and Bruce, I don’t see that happening for many months. He can’t do a fucking thing without court approval. That’s the final answer. Judge needs to approve all. The new Immune company hasn't done squat. So still a long road ahead. My opinion is just try to remain strong and look forward to one nothing burger with some new financing etc. Which is perfectly ok with me. Life is amazing for me right now. The market is shitty but beautiful at the same time. Teper has done a pony show every time for every deal. Funny stuff. I don’t get why he wastes his time. Maybe it’s just procedure and he feels obliged to do so. I honestly don’t get why. He’s fooling no one. I think he’s a fucking twat and maybe has a few loose screws if he thinks he’s pulling a fast one. No one cares. Peter finch is in there like a wet shirt already and the deal hasn’t even finalized. That should be a sign. So nothing really matters here. Combination is coming together without any real deal finalizing. It’s a recap / reorganization and that’s that, That hub and spoke concept can be shoved up his ass. Hilarious. Who gives a fuck. lol. I just want my Hawaii and relaxation. Needing that warm sunshine. Best to you all. Hula Hula Cuckoo Penny
Still sucks that we won’t see anything this year. Would’ve liked to have filled up my pockets with a little change. Them the breaks. Can’t win all the time. At least we have a few combinations to look forward to. Be well. Have a Coke and a smile. Hula Hula Cuckoo Penny
So lots of slicing and dicing and consolidation of smaller companies. Wow. Didn’t I just say that. lol. Hilarious. I must be on the right track. Lots of growth to come. I’m still on fence with this fertility stuff. I bet Danny was on fence with fertility. lol. I bet it was longer than 2 weeks of deliberation. lol. I’m still on the other side of that fence. Brick and Mortar doesn’t excite me. I just like the drugs. Give me lots of new drugs. Keep developing and acquiring. Cell and gene editing is where I’m at. Keep it coming Teper. Hula Hula Cuckoo Penny
A giant nothing burger. Video was benign and didn’t really say much. Readouts and future liquidity will be 2025 as I mentioned. Great stuff. Nothing happening other than recapitalization and fancy free footwork. Enjoy the video. Be well. Hula Hula Cuckoo Penny
New video out with Teper.
Shut Up Insider…..
Massimo Radaelli
President & CEO presso Noventia Pharma
3d
Dear Daniel
I fully agree on this new vision adopting the hub-and-spoke model, as a very nnovative strategy involving multiple portfolio companies or subsidiaries under the same umbrella, each addressing a different area of treatment
And last but not least investing in this type of companies could come with less risk because if one area doesn't perfectly work out the way management expects, the other areas could lend the additional support required.
Thus means that addressing multiple technologies or treatment areas enables a company to attract capital from a broader range of investors
I wish the best for. Naya
It’s now up to parent company to search for alternative financing, whatever that may entail. A SPAC is just one of many options they have at their disposal. It’s a good one but not the only one. Hula Hula Cuckoo Penny
Oh good. I’m glad you remember my good works. Just making sure you remembered. Hula Hula Cuckoo Penny
Look forward to hearing your reasoning Bruce and if you see the material facts like I do. Hula Hula Cuckoo Penny
My thoughts here are that we may see another definitive agreement in late April. March will be quiet. Maybe we’ll some “who spilt the milk” PRs but that’s about it. This is only the case if they are keeping same program as before. Lots to happen yet. They need to get all the beneficial holdings filed and March is only two weeks of work since holidays are around the corner. Possibly we see some a clerk filing in regard to abandonment. We may get to even hear from Trustee about what’s next to come. But I see it being very quiet in March. End of April is when it starts up again. Then we get monthly amendment announcements for the rest of year. Same shit different day. 2025 is going to be great year. Hula Hula cuckoo Penny
Hey Bruce. Do you know why I believe ESHA is our candidate for next future combination / merger or shall I say recap / reorganization? Usually it’s a combination of many things. lol. Any ways. I want to hear it from your lips to my delicate ears. I want to know if we are actually on the same page. I would like to help you see what I see. I seem to forget what I say these days. Old age is a bugger. Please explain why I think ESHA is the next candidate. Thanks Man. I’m interested to read what you have to say. Maybe we aren’t on the same page and that would be terrible. I’ve been wrong so many times before. I’m not too bright ya know. Some call me delusional. Hula Hula Cuckoo Penny
I also remember Humanigen had a MAb drug. Can’t remember everything RLK. Any ways. Hope you do well bud. Have a superb weekend. Be well. Hula Hula Cuckoo Penny