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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
I see now what you were referring to. Yes Humanigen is in BK and doing the hat they do. I haven’t delved into that deal. I can assume you are in it. Hope you have a solid victory. Did they ever get any phase approvals. If I remember correctly, it wasn’t nearly as big a company as Immune / Cytovia Tx. Or maybe I should say that it didn’t have the same valuation or projected valuation compared to Immune deal. Still a good deal I’m sure. Cameron will make things right for shareholders. I wish Cameron was doing our deal. That guy is pretty sharp. I believe he has more experience than Teper. Could be wrong. I’m just going off the top of my memory. Like I said, I couldn’t care less. Hope he does well. Lots of businesses going the reorganization route. Used to be 4 a day. Now up to 20 a day. It’s going to get really crazy come the next 18 months. March will bring huge layoffs and then come the refinancing starting in Fall which will be crazy with all those Zerp corp folk having to renew at a much higher rate. So many businesses leveraged to the hilt. We are going to see a fall out like we haven’t seen for many years. Potentially a good opportunity for Teper’s Hub and Spoke program if he can get the capital to start purchasing all these smaller likeminded prospects. A lot of guys will be eager to spark up conversations in these desperate times. Of course many planned their descent accordingly. Still good either way. lol. Just details. lol. This will only benefit our long term approach. Be well bud. Stay strong. Hula Hula Cuckoo Penny
I know Bruce what ESHA is about and what they possibly plan to do, but thanks for letting your board know. Maybe some folk haven’t been paying attention to me and need the assistance. I’m the dope that originally shared info on ESHA. So you aren’t really saying anything new that I don’t already know. Nice however to see you like my thought process. I try super hard to be relevant, lol. I’m enjoying all the 13g filings. The tea leaves must be speaking to them. They must see the value that I see. Super strange how they have invested millions in SPAC when nothing has been revealed. Or has it??? I think it’s pretty obvious but I could also be wrong. Maybe they playing me for a fool. It wouldn’t be the first time someone played me. lol. Doesn’t matter one bit since I’m not the one forking out 100s of millions. I’m forking out zilch, nada, zero, bupkis. I’m sitting super pretty right now. Can’t wait to get out of this cold hole and back into some warm sunshine where palm trees and sand sift through my toes. Need that Spring break before my Summer break. Hope you guys are enjoying the sunshine where you are. I’m sure many of you people already live in the hot zones. Lucky bums. Liquidity in 2025. Hula Hula Cuckoo Penny
What are you referring to RLK regarding Cameron? Stalking Horse Bidder for …….? Are you referring to our remnant sale ? Are you referring to another sale? Is Humanigen working on something? I couldn’t care less about Cameron but I’m curious to know what you are referring to. Hope all is well with you. Hula Hula Pennyfull
Keep bringing that INVO price down. Hula Hula Cuckoo Penny
Multiple positions taken in ESHA. Lots of folk filing….. Hula Hula Cuckoo Penny
First Trust Merger Arbitrage Fund
By: /s/ Joy Ausili
Joy Ausili, Trustee, Vice President and Assistant Secretary
First Trust Capital Management L.P.
By: /s/ Chad Eisenberg
Chad Eisenberg, Chief Operating Officer
First Trust Capital Solutions L.P.
By: /s/ Chad Eisenberg
Chad Eisenberg, Chief Operating Officer
FTCS Sub GP LLC
By: /s/ Chad Eisenberg
Chad Eisenberg, Chief Operating Officer
Karpus Investment Management taking their 5.85 position in ESHA. Oh boy. Everyone announcing their positions. Good work guys. Hopefully you at Karpus are on the ball like Sean and his band of thieves. Stay tuned in. Ya’ll are spending the big bucks on something that hasn’t stated anything yet. Wow. Huge risk? Maybe not….lol. Hula Hula Cuckoo Penny
HGC Fund was hot the trot for ESHA. Getting 7 percent position in ESHA. Nice work Sean. Hula Hula Cuckoo Penny
Lots of Canadian boys getting in on ESHA. Nice work. Let’s see if we get what we believe will happen. I know nothing. You guys probably know much more. I just see what I see. Maybe we see the same thing. Maybe we don’t. Who knows. I sure don’t. Hula Hula Cuckoo Penny
I wonder what the next spike in the wheel will be. I have feee ideas. Hula Hula Cuckoo Penny
Mike, everything in this world starts off with a dream. So keep dreaming
Mike. Hula Hula Cuckoo Penny
You the man to point that out, however, it's not over yet Mike. Parent still has the chance to get that alternative financing. Stay tuned. But who knows. Maybe it’s just a recap end of story. Hula Hula Cuckoo Penny
Good find Bruce. Thanks. Yes. I have heard of that business model. Many industries use it, I don’t usually think on those terms but I enjoyed reading about the concept. Neat strategy, spreading risk is good way to do things. Good for Teper. A real visionary to a certain degree. That’s a smart innovative approach for such a huge slime ball crook. Be well. Hula Hula Cuckoo Penny
I saw that bud perky. That’s some crazy spelling check problem
you have. I look forward to them closing up here. It’s taking forever and a day to get this done. All the best to you with your venture. Hula Hula Cuckoo Penny
https://www.astrazeneca-us.com/media/press-releases/2024/astrazeneca-expands-us-manufacturing-footprint-to-accelerate-ambitions-in-next-generation-cell-therapy-discovery-and-development.html
IPO and Exit Strategies for Startups
When a startup has been successful in its operations, the founders and investors may be interested in taking it public. This is known as an initial Public offering (IPO). This process involves the sale of shares of the startup to the public, allowing any interested individual to buy a piece of the company. It also gives the founders and investors a chance to cash out their stakes and reap the rewards of their hard work.
The IPO process is complex and involves many steps. First, the company must register with the securities and Exchange commission (SEC) and file a registration statement. Then, the company must go through a due diligence process to ensure that all of its financial statements are accurate and up-to-date. After this, a prospectus is created which outlines all of the key information about the company, such as its products, services, financial projections, and risks associated with investing in it. Finally, the company holds an IPO roadshow, where potential investors can learn more about the company and ask questions.
Once the IPO is complete and shares are sold, the company is now a publically traded entity. The founders and investors may choose to keep their shares or sell them at anytime they wish. The market price of the stock will fluctuate as it is traded on an exchange, so there is potential for increased returns if it increases in value.
When a startup has reached a certain level of success, another exit strategy may be to seek out an acquisition by another company. This can provide great rewards for both parties involved, as it allows the acquiring company to gain access to new technology or products and expand their market share. It also allows the founders and investors of the acquired startup to cash out their shares for a substantial sum, depending on how successful their startup was.
Finally, venture capitalists may also choose to exit their investments through a merger or reverse merger. In this scenario, two companies agree to combine forces into one entity, where the owners of each company become shareholders in the new entity. This can be an effective way for venture capitalists to exit their investments while reducing their risk.
Overall, there are many exit strategies available for startups and venture capitalists looking to cash out their investments. Although IPOs are one of the most popular strategies for going public, other options such as acquisitions or mergers should also be considered depending on the circumstances. Ultimately, it is important that entrepreneurs understand all of these strategies and have a plan in place in order to maximize returns on their investments.
Super interesting stuff. Very real. Abandonment options.
https://www.investopedia.com/terms/a/abandonmentoption.asp
Just so you know…Notice of abandonment was filed 01/29/24.
If an objection is filed, a hearing will be held before the Honorable Vincent F. Papalia on March 5, 2024 at 10:00 a.m. at the United States Bankruptcy Court, Courtroom no. 3B. (Hearing date must be at least 28 days from the date of this notice). If no objection is filed, the abandonment shall take effect on entry by the clerk of a Certification of No Objection.
So…… Hula Hula Cuckoo Penny
Effective date approaching quickly with our S-4 Reg and then 45 days later a parent stockholder meeting. We should she that meeting no later than the tail end of March. These guys love doing things at the very end. Fingers crossed that all goes well in April. Don’t forget we have the possible ESHA deal that I expect should happen in the following months. Stay tuned. Lots to look forward to and plenty of time to get that money to complete the deal. Shouldn’t be too hard to get that financing. lol. 2025 will be epic. Hula Hula Cuckoo Penny
What a great game. Best team won. Be well all. Hula Hula Cuckoo Penny
Hope you all are enjoying the game. So far pretty even. Pretty close. Enjoy. Hula Hula Cuckoo Penny
Yes I saw that Intra Capital got in there. I thought I mentioned that. Maybe I didn’t. I was going to. Just making my rounds. Very convenient people. Well played. Don’t care. All crooks to me. Birds of the same feather flock together. All parties are able to trade now. Hula Hula Cuckoo Penny
It will be interesting to see how ESHA comes into the lime light. Maybe they come in down the road. Maybe they simply do a quick and easy scam first. Maybe they just empty the change out of their pockets and find the remaining money to complete the deal before the big chunk of change comes in. Or maybe they leave ESHA to just merge with Cytovia. I believe in this current state, there would be a lot more to benefit to have ESHA jump on the bandwagon with Naya. No matter what happens here, all the crooks are coming into the foreground and all parties are now able to have a huge public orgy without any consequence to anyone. Such is the way of the world. In the end, all of them are getting in on the ground floor for free. The system is corrupt and it’s not for the faint of heart. We all must face this reality and choose what side we’re on. I prefer the high road. It’s certainly more stressful but worth the effort. Hula Hula Cuckoo Penny
Good news for officers and directors. Free to do what they will as of today.
Certain Options of INVO Bioscience, Inc. are subject to a Lock-Up Agreement Ending on 9-FEB-2024.
February 08, 2024
Share
Certain Options of INVO Bioscience, Inc. are subject to a Lock-Up Agreement Ending on 9-FEB-2024. These Options will be under lockup for 185 days starting from 8-AUG-2023 to 9-FEB-2024.
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.
I only ask you Peri because it’s odd to me that you just suddenly dump a 100 million in a blank check company that doesn’t know what it’s investing in yet. Maybe Peri ESHA does know or maybe it doesn’t know. Who knows right Peri. Maybe you see what I see or maybe you’re just playing pin the tail on the donkey. I do see a lot of stuff Peri. Some folk believe I’m just delusional and crazy. Who knows right. I sure don’t know. lol. Hula Hula Cuckoo Penny
I see Periscope Capital is a new player with ESHA. I now see where those shares went. Wonder if there was a little trade off and a little you scratch my back and I’ll scratch your back transaction. Great work Peri for picking up those shares in November. Not too shabby for a Canadian group. Nice sleight of hand play. Did you guys see what I see? Not many do. The judge is still out in this one. Maybe I’m wrong eh player. Who knows, right. Lol. Not I. Just a guessing game for this simpleton. Hula Hula Cuckoo Penny