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We need Cellectis to come back into the fray. Naya needs some of that Astra money.
Cytovia LLC incorporated May 31st 2019
Two years later……value should remain for us Longs……..
Cytovia Therapeutics Terminated its Business Combination Agreement with Isleworth Healthcare
In Apr 2022, Cytovia Holdings entered into a definitive business combination agreement with Isleworth to form a combined company named Cytovia Therapeutics. The combined company would continue Cytovia’s operation along with developing and manufacturing complementary NK cell and NK engager antibody platforms. The transaction valued the combined company at a pro forma equity value of $602M at a $10 per share price with no redemptions. Cytovia shareholders received $227M in gross proceeds including $207M in cash from Isleworth's trust account and received $20M in PIPE financing by issuing 2,600,000 shares of Isleworth Common Stock. Isleworth stockholders were to receive certain payments in two tranches upon achieving $15.00 and $20.00 per share in the first and second years. Later in Jun 2022, Cytovia terminated its merger agreement with Isleworth.
Staying with innovation in oncology, my conversations pointed me in the direction of Cytovia Therapeutics – a company created in the summer 2019 to harness the power of natural killer (NK) cells to defeat cancer.
Kaouthar Lbiati, VP of Product Strategy, told me how the Boston-based biotech is one of a handful of companies capable of producing billions of identical NK cells or gene edited CAR NK cells, from induced pluripotent stem cells (iPSC). iPSC derived NK cells have superior characteristics vs NK cells legacy and hold the promise of being more potent than Blood Cord derived NK. These cells treat cancer patients safely and effectively with multiple doses that are administered in the hospital or in an outpatient basis.
Most importantly, Cytovia is the first NK cell therapy company to develop their own bispecific antibodies to target both NK cells and well identified and validated targets on the tumor cells. Bispecifics have the potential to be used synergistically with universal NK cells in select solid tumors and blood cancers.
Precision NK therapies have the potential to revolutionize cancer treatment with unsurpassed safety and efficacy. Cytovia is expected to bring their NK Cell Engager antibodies and CAR-NK cell therapies to initial clinical trials in 2021 and 2022, moving towards broad patient access to cancer-defeating cures.
Cytovia Inc. founded April 30th, 2018
Immune Pharmaceuticals
Share class
Vote. Quantity Free-Float Company-owned shares. Total Float
Stock A 0 3,713 0 0 100.00 %
Stock B 1 172,878,093 172,878,093.( 100.00 %) 0
Oxygen Therapy, Inc. Chief Executive Officer 02/08/2018 -
Chairman 02/08/2018 -
Director of Finance/CFO 02/08/2018 -
Corporate Secretary 02/08/2018 -
Treasurer 02/08/2018 -
There’s three…..
DOS ID: 6438138
Company Name: IMMUNE PHARMA LLC
Date of Incorporation: 2022-03-22
Status: Active
Type: FOREIGN LIMITED LIABILITY COMPANY
Jurisdiction Delaware, United States
County Westchester
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity) IMMUNE PHARMA LLC
90 AMHERST DRIVE
YONKERS, NY, 10710
updated on 2024-02-03
Website website
And this one. There’s two…..
DOS ID: 3946505
Company Name: IMMUNE PHARMACEUTICALS USA CORPORATION
Date of Incorporation: 2010-05-06
Status: Active
Type: FOREIGN BUSINESS CORPORATION
Jurisdiction DELAWARE
County NEW YORK
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity) C/O KVB PARTNERS INC
60 BROAD STREET SUITE 3502
NEW YORK, NY, 10004
updated on 2024-02-03
Website website
You’ll like this one RLK. How do you like the most recent date below. Hula Hula Cuckoo Penny
DOS ID: 3441204
Company Name: IMMUNE PHARMACEUTICALS INC.
Date of Incorporation: 2006-11-22
Status: Active
Type: FOREIGN BUSINESS CORPORATION
Jurisdiction DELAWARE
County WESTCHESTER
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity) C/O PARACORP INCORPORATED
ONE COMMERCE PLAZA 99 WASHINGTON AVENUE #805A
ALBANY, NY, 122102822
CEO DANIEL TEPER
DANIEL TEPER BROADWAY
CAMBRIDGE, MA, 02142
Registered Agent Name: REGISTERED AGENT REVOKED
updated on 2024-02-03
Website website
Company Name: IMMUNE PHARMACEUTICALS INCORPORATED
Entity Type: NEW JERSEY FOREIGN PROFIT CORPORATION
File Number: 0450199266
Filing State: New Jersey (NJ)
Domestic State: Delaware (DE)
Filing Status: Active
Filing Date: September 11, 2017
Company Age: 6 Years, 5 Months
Registered Agent: Paracorp Incorporated
208 W State Street
Trenton, NJ 08608-1002
Mailing Address:
1 Bridge Plaza North
Suite 270
Fort Lee, NJ 07024
Business Category: Pharmaceuticals
Governing Agency: New Jersey Division of Revenue
11. Here, the Trustee asserts that the former Directors and Officers of the Debtors who are parties to the Settlement Agreement breached their fiduciary duty by causing Immune to enter into convertible debentures and other obligations after it had become insolvent, failing to authorize and register sufficient common shares to enable conversion of the Debenture, and negotiating to transfer corporate assets including Ceplene and Bertilimumab to insiders. Am. Compl.
Are you asking me bud. Or stating a fact. I like your find RLK. I personally am referring to stand by agreement that is still open. I’m wondering if Kaz will play his role in this deal or is it still a wait for future deal with Cytovia.
The financing was to come when they defaulted on payment. And it didn’t need to be Cytovia making the default. They gave many scenarios of how the default could happen. I know that Rat King Kazado is coming back into the fold, I just don’t know when. Same goes for Cameron. I’m not surprised RLK of Kaz’s involvement in foreign business. Obviously Kaz is in there like a wet shirt. I guess Gad and Stancic decided to stick around keeping their fingers in the cookie jar. Thick as thieves. I actually don’t blame them. Maybe they’re sticking round to protect investment and to ensure they get their cut as promised. I would stick around if I were them.
Are you driving at anything with those findings RLK? Good stuff bud. Hula Hula Cuckoo Penny
They have up until June to get that funding from ESHA of Kazado. I see a mutual termination coming here and a few amendments being made until then. S-4 is effective soon. Abandonment set for early March. Peter is already on board so his money is good as gold. Trying to figure out if they drag feet for a month or so. Maybe BK will start up again. Hmmmm. Lots to think about. Hula hula Cuckoo Penny
At the end of the day. Where the Fuck is Daniel Kazado and why the fuck has he not shown his dick. Hello sir I will gladly pay the bill says Kazado. I am the stand by man. The go getter. They call me the back up singer. The man tits with a plan. Hello people. Where’s the kaz to foot the bill. Come out come out wherever you are. I know you are out there little man. C’mon. Pull that snake out. Show us that tiny pee pee you fuck Teper with. C’mon. Don’t be shy now now. If you can sing in a casino you can sing here. Hilarious. Hula Hula Cuckoo Penny
Need I remind you guys that BK still weighs heavy over everything. Cytovia and Immune. We need that shit to close before we can move on. It’s funny how we focus on this INVO deal and future SPAC deal but Trustee still needs to finish up everything. Remnant sale and Final Report still need to be completed in my mind. Could be wrong. Like I said, maybe I am wrong with how encompassing abandonment is. I wonder when that will finalize and allow Immune to move on to bigger and better things. Trustee is moving at a snails pace. So much work to be done. So much. This micro merger stuff is so benign in the big scheme of things. Hula Hula Cuckoo Penny
I forgot to comment on your ESHA SPAC deal involving multiple companies. This is why I believe they initially created two SPACs. I’m figuring if companies want to merge later, they can do so. Second SPAC ESHA can buy this company now and then if the last SPAC merger Cytovia Tx is still available, merge with it after its de-SPAC transaction has completed. Does that make sense? It does to me. I could be saying this wrong. lol. All I know is that it still won’t give us any liquidity until final de-SPAC is completed. I just want to be qualified again. Geez. Not too much to ask for is it. lol. Hula Hula Cuckoo Penny
In the end Bruce, they could find some financing without the use of a SPAC. Is that the likely scenario? Who knows. Not I. I highly doubt it. Maybe we just have to wait and see. They valued Naya at 90 million. That valuation is pushing it. It’s only that if they receive the investment from ESHA. I believe BioXcell needs a whole lot of money to run its program as well. I really like that company. A good looking bunch of solid scientists. Looks like a fun group. It seems like the founders are very passionate about the programs they’re working on. I can see from outside looking in that a healthy lab and corporate environment means a lot. This fertility clinic stuff though is a joke but if it isn’t broke then don’t fix it. I think that’s the approach Teper is taking. Especially if it produces revenue. It could also provide a good look for the company and it provides Teper some fixed locations to play with. Lol. Any ways. Those are my few thoughts for today. We’ve got such a long journey ahead of us. lol Hula Hula Cuckoo Penny
Bankruptcy is the only situation that I don’t have any knowledge of other than what I learn each day. Obviously much is tied to it. We need to wait and see. Doesn’t seem like it’s moving a fast as I would like it to. I think they will keep it open for a while yet. Possible SEC suit or maybe just claim litigation. Who knows. Cytovia is outside of BK. Naya is outside of Bk. But Immune is tied up. Maybe a windfall from either one will sever the BK case and all just gets terminated / closed and abandoned in one swoop. Hula Hula cuckoo Penny
Just so I don’t frighten you, I want to make sure you know Bruce that amalgamation has already happened and recap will occur. Meaning Peter Kash and other bad actors get their share percentages etc which only dilutes us further but that’s the name of the game. This isn’t a pretty game. It’s survival of the fittest and brightest. I’m doing ok on both those levels. lol. I’m not known to toot my horn right. lol. So don’t fret about de-spac. It’s always been part of the final stage. You know this. Merger is basically completed. They just need the last nails for coffin. I didn’t know about all the final rules coming into play. That was new to me. That sucks for late comers. But c’mon, they had to eventually shut the door and tighten things up. Can’t leave those golden gates open forever. lol. I believe rules will be tested and appealed and our deal shouldn’t be hurt here thanks to ESHA being alive and well for a while now. But like I said. Once consummated, de-SPAC will take another year or so to finalize. I’ve heard some SPACs can take as little as 2 months to complete de-SPAC. But do we really think Teper is going to wrap it up that quickly. I wouldn’t count your chickens before they hatch. Hula Hula Cuckoo Penny
Bruce, you do realize it takes 12-24 months for a de-SPAC to provide value. The SPAC consummation is the de-SPAC. So when merger happens with SPAC, that’s when clock starts ticking. Either way we are going deep into 2025 before any value. That’s if of course they use SPAC for financing. I see BK being extended somehow through possible suit by SEC and prolonged distribution and remnant sale that would come. Maybe I was wrong and maybe abandonment is just for Bert. Maybe there is still plenty of work to do in BK. Usually abandonment is congruous with termination. I don’t know if they are playing the wait-and-see game with interest rate cuts. I would be doing deal now and then let the cuts and market do the heavy lifting once all comes together in second half. But I’m just a simpleton. So what do I know. Not much. I see Peter Kash is in there like a soaking wet shirt. He’s attached himself pretty good to all. Shumm is the last to join once complete. But all can change once SPAC joins. Don’t forget the 6 months lock up after de-Spac. Also they still have to file S-3 to register shares. So much to do. Trust me. This ain’t fucking over this year. I actually saw a glimmer of hope for this Spring to be fruitful. Can’t be so hopeful. They did a good job with filing that S-4. All a sham now that payment has been missed. Sort of expected something to happen so really not surprised. They are in a plan involving many moving parts. Obviously they still have plenty of work to do. Hula Hula Cuckoo Penny
Once SPAC is consummated this year, Teper will have 24 months to complete de-SPAC and 36 months to list. So lots of time yet. Hula Hula Cuckoo Penny
The NASDAQ and NYSE exchange listing rules impose a 36-month time limit as a condition to being listed on those exchanges, and the market practice has routinely accepted at least a 24-month period to complete a de-SPAC transaction (though we acknowledge that there may be situations where a well-advised SPAC decides to move its trust account to cash to take pressure off a longer than expected duration to achieve its business objective of closing a de-SPAC transaction).
6.2 Conduct of the Business of Parent. During the period from the date of this Agreement until the earlier of the termination of this Agreement (in accordance with its terms) or the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except as expressly permitted or contemplated by this Agreement, as required by applicable Law, or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the ordinary course of business. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or contemplated by this Agreement, or as required by applicable Law, Parent shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed):
(a) amend the Parent Charter or its By-Laws in a manner that would adversely affect the Company or the holders of Company Capital Stock relative to the other holders of Parent Common Stock;
(b) reclassify any Parent Securities or Parent Subsidiary Securities in a manner that would adversely affect the Company or the holders of Company Capital Stock relative to the other holders of Parent Common Stock;
(c) issue, sell, pledge, dispose of, or encumber any Parent Securities or Parent Subsidiary Securities, other than the (i) issuance of shares of Parent Common Stock upon the exercise of any Parent Equity Awards outstanding as of the date of this Agreement in accordance with its terms, (ii) issuance of shares of Parent Common Stock in connection with or upon the exercise of any Parent Equity Awards granted after the date hereof in the ordinary course of business consistent with past practice; or (ii) issuance of shares of Parent Common Stock upon the exercise or conversion of any outstanding Parent Securities as of the date of this Agreement in accordance with its terms;
(d) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or Person or division thereof or make any loans, advances, or capital contributions to or investments in any Person, in each case that would reasonably be expected to prevent, impede, or materially delay the consummation of the Merger or other transactions contemplated by this Agreement;
(e) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization;
(f) make, change or revoke any material Tax election, fail to pay any income or other material Tax as such Tax becomes due and payable (subject to good faith disputes with respect to such Taxes), file any amendment making any material change to any Tax Return, settle or compromise any income or other material Tax liability, enter into any Tax allocation, sharing, indemnification or other similar agreement or arrangement, request or consent to any extension or waiver of any limitation period with respect to any claim or assessment for any income or other material Taxes (other than pursuant to an extension of time to file any Tax Return granted in the ordinary course of business of not more than six months), or adopt or change any material accounting method in respect of Taxes;
(g) engage in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Company or other Person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC;
(h) take any action that would cause any of the changes, events or conditions described in Section 5.11 to occur; or
(i) agree or commit to do any of the foregoing.
We have a long ways to go…..
Within ninety (90) days after the Closing Date, the Parent shall prepare, or cause to be prepared, a written statement that provides a good-faith estimate of the actual Closing Liabilities as of the Closing Date (the “Final Closing Liabilities”). If the Final Closing Liabilities are greater than the Estimated Closing Liabilities, then the pre-Closing shareholders of the Company shall be issued additional amount of Merger Consideration, so that the aggregate Merger Consideration shall be (i) as if the Exchange Ratio in Section 3.4(b) reflects the Final Closing Liabilities and (ii) equal to the Naya Merger Shares.
If all of NAYA’s conditions to closing conditions are satisfied or waived and NAYA fails to consummate the Merger, NAYA would be required to pay the Company a termination fee of $1,000,000. If all of the Company’s conditions to closing conditions are satisfied or waived and the Company fails to consummate the Merger, the Company would be required to pay NAYA a termination fee of $1,000,000.
How the hell is Naya going to pay out 1 million when it can’t even make a 500k payment. Hilarious. This is bonkers. lol. I guess Naya better get that ESHA money or whoever’s standing by money to get this deal done eh. What the fuk. All a joke to me. I guess INVO didn’t do its DD. Lol
I don't see anything new RLK. I just see our merger completing in 2025 with INDs being pushed out to 2025. Good times. Just building value. Hula hula Cuckoo Penny
If you see anything of significance, please point it out. I see nothing. Same shit different day.
Now they won’t need any shareholder votes. A lot more ways to play with cap table when involving SPAC. A great way to add shares. Just sucks no money coming off the table for us longs. Oh man. Too bad too sad. Another full year to wait. Hula Hula Cuckoo Penny
It sucks for us Longs but that’s the way the ball bounces. The deal should be terminated during summer and then another six months to get past lock up period for all the new comers. 2025 will be a great one. Enjoy. Hula Hula Cuckoo Penny
If I am right Bruce, SPAC will not take them to a listing. It will just fund them through 2024. I don’t see this deal listing. It’s just another recap like the last SPAC deal. Once deal is done, all will be delisted and deregistered. Then Satellos will come in for the rescue. I’m looking forward to see how the bankruptcy case carries on through out the year. Lots to do. Lol. Hula Hula Cuckoo Penny
If by some crazy reason it’s not my ESHA, then it’s most likely an interested investor which In sure we all know who that may be. I’m sure he’s standing by somewhere close. lol, Hula Hula Cuckoo Penny
What is possible source for alternate financing….. survey says……. What is called a SPAC….. stay tuned to the next episode to get your answer. Hula Hula Cuckoo Penny
Let the chaos begin once again. Same shit different day. Hula Hula Cuckoo Penny
Item 8.01 Other Events
As previously disclosed in a Current Report on Form 8-K filed on January 3, 2024, INVO Bioscience, Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with NAYA Bioscience, Inc. (“NAYA”) on December 29, 2023 for NAYA’s purchase of 1,000,000 shares of the Company’s Series A Preferred Stock at a purchase price of $5.00 per share. The parties agreed that NAYA’s purchases will be made in tranches in accordance with the Minimum Interim Pipe Schedule. The SPA contains customary representations, warranties and covenants of the Company and NAYA.
As of January 31, 2024, NAYA had failed to fund the second tranche of $500,000 due no later than January 19, 2024.
In accordance with the previously announced agreement and plan of merger (the “Merger Agreement”) by and among the Company, INVO Merger Sub, Inc. (“Merger Sub”), and NAYA, the Company is now seeking to secure alternative funding to make up for the shortfall.
I guess they want to involve only the creditors and parties that are directly involved in the BK. We are just the equity shareholders. The Legacy shareholders. We are of no concern to anyone in this process which is perfectly fine with me. I prefer to be unknown and not on anyone’s list. I don’t like being accountable to anyone. lol Hula Hula Cuckoo Penny
It “is” a good investment because they are not including this company’s value in merger. They have successfully devalued company to be worth zip. Personally, whenever I see a company shuffling the deck and making their Baby sit in the corner is when I start getting interested. As RLK shared, that little gem is being funded and partnered up which to me only stats the obvious which is for us Longs to get ready for a good time. I’m a patient man. I’m willing to wait for the rounds to begin. This time I will get involved on a lower floor. Cellectis and Astra is another deal that’s going to be super sweet. Love printing money. Duracell was another great one if you remember that one. Hula Hula Cuckoo Penny
Sorry Guys, what was / is the long term play. Don’t compute.. Are you referring to BioXcell which I believe is the next pay day years down the road. Or are you referring to Immune getting Bert back for possible sale and maybe BK case getting terminated like asap. Or are you referring to Cytovia Tx coming to life. Or are you referring to Naya and Invo being the dividend player. Lots of options. I just like to hear everyone’s predictions. Speak up. Can’t hear you through the bullshit horn.. I’m deaf. What deal are you referring to? Oh wait…. Are you talking about Russian doll and his beauty? Or are you talking about Cameron and his advisory board position with Naya/ INVO / BioXCell. Or maybe you’re referring to ESHA and it’s money coming our way. Don’t forget ICO therapeutics / Satellos. So many bouncing balls in the air. What say you Choo Choo Magoo. I’m sure all you guys are on this like glue. I’m sure all you guys know what’s up before I do. lol. Hilarious. Soon off to the islands of sand, coconuts and palm trees. Hula Hula Cuckoo Penny.
Humanigan is another fun one eh RLK. Yum yum to the tum tum……I’m still a Cellectis fan. I like companies that will soon be printing money. Talen tech is a printer. Funny thing. I think BioXcell is another printer. Printing antibodies is like printing money. The concept and business platform is just the type of venture I enjoy. Cell and Gene editing is a printing machine that has zero overhead once the machine gets primed. You just wait RLK.. This all reminds me of the Wonka factory. Endless chocolate treats. So good. This whole Immune deal has led me to all these other companies that are so much better than Immune. Hilarious how one road can take you to a better road. Be well guys. Have a great weekend watching the bowl. Go 49ers. Remember when Joe Montana was the quarterback with Jerry rice. The good old days. Can’t wait to watch all Swifties suffer. Crossing my fingers. Cheers
Anyone like BIoXcell. I like them. Glad that’s part of the package. Hula Hula Cuckoo Penny
Yes Bruce. I like how you say if you are already working with sciences. I’m glad I chose my route. I won’t be chasing anything. Cameron is now doing his thing. Destroyed another company for the equity holders and eventually joining Naya group soon. Needs to keep that pay check coming in while he sits in bankruptcy. lol. Good times. The Russian doll will also be creating some magic soon. Hula Hula Cuckoo Penny