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Hey RLK. I wonder if they are the next Naya. I see Immune acquired them. Which Immune? Old or new??? They remain private but I’ve always seen them of having potential. A great gem. I didn’t realize they had grown so much. That’s an old deal. Obviously Teper is multi tasking. lol. Hula Hula Cuckoo Penny
Great find RLK. I completely forgot about that little seedling Bionanosim. They’ve been quietly growing in the background. I definitely agree with your thinking RLK. I could see them being another merger candidate. Hula Hula Cuckoo Penny
I look forward to seeing some financial reports. Eventually we will see some numbers. Hula Hula Cuckoo Penny
You have to laugh here. Lonza wants to say something but needs two weeks to say it. It must be pretty serious. Yikes. Don’t fret, all outstanding issues will be ironed out in 2025. 2024 is just a transitional year. We still need that 100 million to get us to the finish line. That can’t come until they get this deal moving along. June is the deadline for that possible SPAC. Maybe something else comes in its place. Who knows. I sure don’t. Hula Hula Cuckoo Penny
I like that INVO turned to Agile Capital Funding for a little help. Selling future receipts. They do good work. Autozone was a great deal. Hula Hula Cuckoo Penny
I wonder what concern Lonza might have. Maybe something can’t be separated or hasn’t been acquired. Eek. Maybe people aren’t following through on certain obligations. Yikes. I’m just going to wait for Alternative Financing possibly in the form of a SPAC. Enjoy your Spring Break. We hopefully should see some financing before June which could carry them through second half of 2024. No liquidity until 2025. Hula Hula Cuckoo Penny
Love the new extension. Just supports what I’ve been saying the whole time. I see us going past March 20th for extension. I see another request coming soon. I see assets possibly going nowhere. lol. Let’s hope we have some lawsuits to really get things started in this place. Second quarter should be good. Nothing happening until 2025. SPAC first. Mergers need to be done people. Don’t forget Satellos and it’s coming back to life. Good times. Hula Hula Cuckoo Penny
Like you said Bruce. We still need effective date for reg S-4. As you know that action alone can take time to get. I was wrong about 30 days wait period. I guess that was minimum waiting period. Oops. That effective date can take donkey years to report. It sucks big time. All will come in good time. Mergers and sales will come in a timely fashion. I look forward to the next S-3 reg. Good times. 2025 will be a great year. I then look forward to the next 10 years of waiting. Hula Hula Cuckoo Penny
Just relax Bruce. You have all year to be annoyed. I wouldn’t let this stuff bother you. Adjournment of this asset makes it very clear to me what’s happening. Obviously they have plenty of more work to do. It sucks but that’s the way the market is right now. Remember. SPAC is needed. That transaction alone will take 6 months or longer. So who gives a fuck about this INVO deal that is completely meaningless. It’s only meaningful to all the crooked late comers that are fucking Teper. It’s pretty clear that things are delayed. It can’t be a market deal since no one can do fuck all about the current market stagnation. It’s all chalked up to bad timing. We just have to sit this out until after this next JUNE SPAC can be merged and then we should be off to the races in 2025. Have a great Spring, I have all my holidays lined up for the year. I’m just glad I won’t be around to sit on my two thumbs doing nothing. Be well all. Enjoy the heat if you can find it. Stay frosty, Hula Hula Cuckoo Penny
This adjournment is an amazing way to remain frozen for Spring. Well done. Great timing. Enjoy your March folk. Hula Hula Cuckoo Penny
Didn’t the last effective time occur 6 months after the last time they filed s-4 reg? Everything right now is done with INVO. In my mind that deal is completed but just not finalized. I think we are simply waiting for that SPAC alternative financing to roll in come June. Maybe it comes another way as well. I just know it needs to be done. Once that starts up, we ultimately begin lock up all over again. Mediation in my mind is just another tool to delay and manipulate the narrative and timing. Also, wasn’t the merger deadline April 30/ 24. I think that date is still not possible. They have no money right. lol. Something’s gotta happen soon. Hula Hula Cuckoo Penny
We still need one more dummy merger to happen and then we’re good. So let’s hope we can get this done by June and then remainder of the year will be putting this to bed. Then 2025 Spring we should see something. So much to do yet. Bankruptcy is just one little part. They need to draw things out for next couple months. It sucks but that’s life. Boring until June. Hula Hula Cuckoo Penny
This mediation will take much longer than a day Bruce. Don’t know where you’re getting your info from but try to remain careful with what resources you choose to use. I’m sure there are plenty sources that speak contrary to those facts. We’ll see possibly some results by June. Mediation can take time but hopefully they can get something completed and terminated by end of summer, Hula Hula Cuckoo Penny
Satellos stock is trading again. This a great step in the right direction people. Hula Hula Cuckoo Penny
Sure is a good thing Bruce. I was just pointing out how much longer we have to wait. It all leads to my May / June theory. Then another minimum 6 months before liquidity. No big deal. Mediation is a great thing for sure. It’s nice when everyone can come together at the end for the good of the company. Would love to be a fly on the wall in that mediation meeting. All a joke to me. Pathetic. Fingers crossed on how this all lands in the end. Hula Hula Cuckoo Penny
Let’s not forget that the 60 day time limit can be extended by court if parties wished to extend. So do not get excited on any level. Just relax and enjoy your Spring. They should figure something out by end of June. Be well. Hula Hula Cuckoo Penny
Well there you have it. Delay Delay Delay. We all know that these crooks won’t meet until the 60th day and no multiple mediation session program will start until then. That puts us past April and into May / June. Looks like they may find some compromise after all. Too bad they are going into June. That’s life. 2025 will be a great year for liquidity. Enjoy your Spring Longs. Hula Hula Cuckoo Penny
As of February 9th. Special details from lock up agreement regarding the lock out. Yikes.
“Details:
The company's directors and officers, and the holders of 5% or more of its outstanding Common Stock (and all holders of securities exercisable for or convertible into shares of common stock), have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our Common Stock or other securities convertible into or exercisable or exchangeable for its Common Stock for a period of six (6) months after this offering is completed without the prior written consent of the Placement Agent.”
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.