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Ellis, please correct me if I'm wrong. Ed's chapter 11 was dismissed without prejudice which means that the dismissal does not preclude him (not suggesting he will) from converting from chapter 7 to chapter 11.
Not so, death is a part of living. A company can die also, but it's legacy (in this case asepticsure) can survive just like a person's can.
I have worked in anesthesia for 43 years and have seen patients die. It looks like Medizone has given up the ghost, but I hope that Asepticsure survives for everyone's benefit.
I received a interesting form from Matt ZirZow this morning. It's a claim form against the company. Obviously, there will be nothing left for the shareholders but it was nice of them to go through the pretense .
Elis, thank you for your insight.
The last line should have been did chapter 11 convert to chapter 7 thus making reconversion to chapter 11 impossible.
Ben or anyone else that has more knowledge of the legalities.
This is from the web site of Schwartz and Flansburg regarding conversion of ch 7 to ch 11.
"In order to convert from a Chapter 7 to a Chapter 11 Bankruptcy, a debtor must show that they meet the financial requirements for Chapter 11 and that their present Chapter 7 Bankruptcy Plan was an initial filing and was not converted from any other case. A debtor converting to Chapter 11 must also show the bankruptcy court that the conversion is not done in bad faith. If you meet those requirements, then you can petition the court for a conversion of your bankruptcy plan. After that, a notice of conversion is sent to your creditors, who may or may not challenge the case. If the conversion is not successfully challenged, then your bankruptcy plan will proceed under the rules and laws of the chapter to which it has been converted."
Third and fourth line down:
"-and that their present Chapter 7 Bankruptcy Plan was an initial filing and was not converted from any other case."
Chapter 11 and chapter 7 were filed by separate individuals (Ed and Dodd); does that mean each were initial filings or did chapter 7 convert to the chapter 11 thuis making reconversion to 11 impossible?
TTE I also have been with MZEI since the 80's. Where did you send your correspondence, e-mail vs letter?
300 Las VEgas Blvd., South Room 1500, Las Vegas, NV 89101
If you decide to go:
"The meeting may be continued or adjourned to a later date. If so, the date will be on the court docket"
From Larson, Zirzow and Kaplan
I'm sure many of you have received the same notification.
"Meeting of creditors" " the debtor's representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so"
June 15, 2018 at 10:00 AM
A BIG THANK YOU to all the moderators and those who shared their expertise and insight regarding the masinations of MZEI. I lost out on a little over 1M shares but I don't regret the investment. My hope is that the patents will be purchased by some entity that will bring this life saving technology forward.
Thanks again,
Will there be a way to find out the disposition of the patents IE who purchases them
Interesting, does this PR indicate anything regarding the bankruptcy?
This is truly a sad day for the health of our world.
AMEN!
I have been pondering why the past CEO and wife would file an involuntary bankruptcy petition at this time. Medizone is in the process of obtaining a $10 million line of credit for commercialization via an S-1 filing with the SEC. In order to obtain the financing they are required to have enough common shares available to complete the the S-1 requirements. The proxy request for shares is to double the number of available shares from 500M to 1 B. Doubling the number of shares would reduce the value of present outstanding shares by half, but without increasing the number of shares the company has insufficient funds to proceed. I have no verifiable idea as to why Ed and Jill Marshall are trying to force the company into bankruptcy at this time. Filing this comes at great risk to them, if the request is not approved they (Ed and Jill) are responsible for all court costs and all lawyer fees. If there is any fraud in the reasons for filing there is a fine up to $500,000 and potential of 20 years in jail. The hearing for their petion is not until August 2018, by that time we may have heard from the FDA.
Below is an excerpt from the proxy regarding the issue:
Certain Relationships and Related Party Transactions
Our Board of Directors adopted a related-person-transactions policy providing that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our Common Stock and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a material related person transaction with us without the review and approval of our Audit Committee, or a committee composed solely of independent directors in the event it is inappropriate for our Audit Committee to review such transaction due to a conflict of interest. The policy provides that any request for us to enter into a transaction with a related party in which the amount involved exceeds $120,000 will be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee will consider the facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, and the extent of the related person’s interest in the transaction.
On July 6, 2016, we issued promissory notes to Mr. Edwin Marshall, our former Chairman and Chief Executive Officer, Dr. Jill Marshall, Mr. Marshall’s wife and our former Director of Operations, and Dr. Michael Shannon, our President and a member of our Board of Directors. The principal amounts of the promissory notes issued to Mr. Marshall, Dr. Marshall and Dr. Shannon were $1,065,189; $444,583 and $111,109, respectively. The promissory notes were issued in settlement of our liability to these three individuals for accrued and unpaid compensation owed for periods prior to December 31, 2009. Payment of the amounts owning under these notes is due upon the earlier to occur of (a) a change in control of the Company (as defined in the notes), (b) the executive’s death or (c) the executive’s disability as (defined in the notes or in the respective executive’s written employment agreement). In addition, in the case of the notes payable to Mr. Marshall and Dr. Marshall, payment of the notes would be triggered by the Company’s failure to pay the executive’s base salary in accordance with the terms and conditions of the executive’s employment agreement because of disability.
5
Table of Contents
In February 2017, Mr. Marshall and Dr. Marshall resigned from their positions with us and their employment was terminated. At that time, we entered into Separation and Termination Agreements with Mr. and Dr. Marshall (the “Marshall Severance Agreements”). Under the terms of the Marshall Severance Agreements, we agreed to the modification of the promissory notes we previously issued to them to require monthly principal payments to Mr. Marshall of $14,000 and to Dr. Marshall of $6,900 and to waive interest except in the event of a default. We made the first payments under the notes, but have been in default under both notes since April 2017 and, as of December 31, 2017, we owed principal payments for approximately nine months totaling $122,500 to Mr. Marshall and to Dr. Marshall totaling $55,900. In addition, under the terms of the notes, as a result of our default, the notes now accrue interest until payment of the default amounts at the rate of 5% of the total amount of the notes.
During the year ended December 31, 2017, four directors and officers participated in two of our private placements of our Common Stock in which they collectively purchased 10,333,334 shares of our Common Stock at prices ranging from $0.05 to $0.06 per share. One of the offerings was made at a discount to the market price of the Common Stock on the same terms offered to non-affiliated investors. The participation of Mr. Esposito in such offering was approved by the disinterested members of the Board of Directors.
Other than the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed in the section of this Proxy Statement titled “Executive Compensation,” during our last two completed fiscal years, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets as of year-end for the last two years and in which any related party had or will have a direct or indirect material interest.
WIV, thank you. I have voted on line for other stocks. The way that the company stated a proper proposal by shareholders made me concerned that I needed to be present to vote on the proposal.
Once again thank you for sharing your knowledge and expertise.
Whatisvalue,
I have over 1m shares held in retirement accounts. I can obtain proxy allowing me to vote my shares at the meeting (which I cannot attend). If I obtain the proxy from the brokerage(which is the stockholder of record), can I give that proxy to someone at the meeting?
Also, when the proxy requests are sent out by the company will it have the shareholders proposal on it ie. the removal of preferred stock?
What is your opinion regarding that proposal?
Does anyone have an idea of how many shares are in the accounts of individuals presently. The line of credit offered 10m would buy 500m at a 2 cent share price, thus effectively owning the company. ouch!
I am curious, since the business office is in Michigan why have the shareholders meeting in Atlanta?
Green, that's an interesting perspective that I had not considered.
The hospitals in Canada and Europe ( I don't know about South America) are not under the threat of penalty from Medicare for too many acquired infections. This may be part of the equation as to why they are not focusing on AS. Loss of reimbursement is a strong motivator. Hopefully, if we obtain FDA approval and the US hospitals adopt the technology other countries will see the benefit for their populations and invest.
Ditto powerpack, enough whining already.
Green, Ben is correct. I have worked in hospitals for 42 years and if I wanted to know what was going on in the hospital I asked friends in housekeeping. These individuals work in every room and part of the hospital and seem invisible to people talking about anything and everything. They may seem focused on their immediate job but they have eyes and ears. If they thought their jobs threatened by AS they would be talking to their union.
Another unpleasant thought: since liabilities far exceed the ability to pay-bankruptcy.
Is it possible that they found a large company to either partner with or purchase AS, therefore not needing the financing? Management please help us to understand whats happening!
Does anyone know the date, place and time of the next shareholders meeting?
J, If my memory serves me correctly (it seldom does), didn't AS management say to the FDA that they would not to advertise or distribute information until they resolved the classification issue with the FDA?
You are absolutely right regarding your bottom line theory. The factor you are missing is the medicare penalties for hospital acquired infections and injuries which was instituted in 2014. If a hospital has infections or injuries greater than the guidelines allow they are penalized at least 1% of the medicare payments for that year. This penalty can amount to millions of dollars. There were 750 hospitals cited last year. It will benefit their bottom line t0 comply with the guidelines. IMO that makes the market more open to AS.
ELIS, thank you
Elis, thank you for the link and as always your insight. Looking at the exhibits: cash to MZEi from each lender $152,500, warrants for purchase of stock to each lender 2,833,168. If lenders execute warrants they would pay 152,500/2,833,168=.0538 cents per share. If both lenders execute they share purchase the total shares would be 5,666,336. Am I thinking correctly?
WIV & Ellis thank you for the education
Question for whatisvalue or anyone else.
In the announcement today a registration form s 1 was stated as forthcoming. I was unfamiliar with this process so I researched it.
"Form S-1 is an SEC filing used by companies planning on going public to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement by the Securities Act of 1933".
My question is, since shares can and are purchased on the BB aren't we already a publicly owned company registered with the SEC? What implications does this have for company growth and distribution. Who sets the IPO price and based on what? At what rate will the convertible notes be redeemable and are the redemptions for prefered stock?
Breaking News
Kalamazoo, Michigan, January 30, 2018. Medizone International, Inc. (OTCQB:MZEI) or Medizone, manufacturer of the AsepticSure® system, today announced the appointment of Jude P. Dinges, as its Executive Vice President - Commercial Operations. Before joining Medizone, Mr. Dinges, served as Senior Vice President, Chief Commercial Officer of Aeterna Zentaris Inc.
"We are very excited to welcome Jude to our leadership team. I have worked with Jude extensively in the past and, I am confident that Medizone will benefit greatly from his commercial leadership, experience and expertise," said David Dodd, CEO of Medizone. "In his role, Jude will be an invaluable asset in establishing the commercial platform for the AsepticSure® system."
Mr. Dinges added, "I am delighted to be joining Medizone at the ground floor of its efforts to commercialize the AsepticSure® system. The Company has demonstrated the superiority of the AsepticSure® system as a means of addressing a wide variety of disinfection challenges. My charge is to establish a commercial model that realizes the inherent value of the AsepticSure® system to operators of health facilities of all types and to other entities that face the risk of accidental infections."
Jude Dinges' Background
Mr. Dinges began his career nearly 35 years ago as a professional sales representative at Bristol Laboratories and later at Merck & Co., where he was promoted to positions with increased responsibilities in training, hospital & specialty sales, management, marketing and market development. Mr. Dinges won multiple leadership awards, including the President's Achievement Award in 2001, awarded to one of 32 Business Directors each year. He received the Change Agent Award for his market development prelaunch business planning and contributions to sales force execution, while launching the blockbuster brands Cozaar®, Fosamax®, Singulair®, Maxalt®, Vioxx®, and Vytorin®. He was recognized with a Career Achievement Award for his consistent top performance as a Senior/Executive Business Director. Mr. Dinges joined Novartis Pharmaceuticals in 2006 and led his region to top performance in the launch of Tekturna®. In 2009, Mr. Dinges joined Amgen Inc. as Executive Director of Region Sales, Bone Health Business Unit where he led his team to a highly successful launch of Prolia® across the southeastern United States and Puerto Ric
Did I miss something from management stating exactly what is required by the FDA for approval in the De Novo application? Evidently, if more studies are required, the FDA does not respect the the studies done for the EPA or the EPA itself. If MZEI isn't willing to share specific information required, possibly a FOIA request from the FDA is in order. Requested information could include all correspondence (email, text, written) from anyone or entity that has had input regarding MZEI application.
As I recall the researcher at Perdue was a PHD candidate. If I remember correctly he defended his thesis before completing the study for MZEI and moved on to a job.
Joe,
Do you know if AS is a presenter or an attendee?
"In 2018, we expect more than 400 companies, both public and private, to deliver presentations to more than 8,000 attendees."
If they are attendees, how do they get exposure?
I agree. I foresee an opportunity in the far future for a synergism. Uv not only requires proximity but also direct line of sight to be effective. If AS were used once or twice a week in each OR and this type of UV utilized to neutralize any pathogens brought into the room on practitioners during surgery, a more controlled environment is possible.
Interesting TED talk on UV light. I twould be great if we had someone to do the same for AS.
https://www.ted.com/talks/david_brenner_a_new_weapon_in_the_fight_against_superbugs
In a previous question someone asked if we had submitted the required paper work for a 510k clearance; apparently not yet. This is from the recent quarterly release.
" We have been in regular communication with the agency since that time and we plan to file a pre-submission packet in the fourth quarter of 2017 to continue the process of working towards securing a 510K clearance for AsepticSure. Our legal counsel, Hogan Lovells US LLP, is leading the communications with the FDA."
CE Marking on a product is a manufacturer's declaration that the product complies with the essential requirements of the relevant European health, safety and environmental protection legislation, in practice by many of the so-called Product Directives.*
*Product Directives contains the "essential requirements" and/or "performance levels" and "Harmonized Standards" to which the products must conform. Harmonized Standards are the technical specifications (European Standards or Harmonization Documents) which are established by several European standards agencies (CEN, CENELEC, etc).
CEN stands for European Committee for Standardization.
CENELEC stands for European Committee for Electrotechnical Standardization.
CE Marking on a product indicates to governmental officials that the product may be legally placed on the market in their country.
CE Marking on a product ensures the free movement of the product within the EFTA & European Union (EU) single market (including totally 30 EEA* countries), and
CE Marking on a product permits the withdrawal of the non-conforming products by EEA customs and enforcement/vigilance authorities.
I have been trying to reach John for several days. He is obviously very busy. I wanted to ask him about Wood-Wyant. Does anyone have insight as to why they chose not to market AS in Canada? AS is still on their website.