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At the same time RLK. If windjammer gave a few bucks then maybe BioXcell doesn’t need too much of that 100 million. CytoviaTx also needs all the money it can get especially if it remains unlisted. lol. Not that a private company can’t get any funds on the down low. lol. Good times. Hula Hula Cuckoo Penny
Love collaboration and partnerships. Maybe there’s good reason to List sooner than later. Don’t know if it’s going to happen through Naya exchange but I can still see it happening. I also see how Naya may get that 100 million rather than CytoviaTx. BioXcell needs the money to grow out of its new Naya shell. Hula Hula Cuckoo Penny
Yes. Exactly RLK. Just a partnership position. Nothing disclosed. I’m listening to S-4 and thus far it still remains a consolidated subsidiary of INVO. So it would seem to me thanks to your last post that there’s quite a bit of something being parked and arranged with BioXcell. Hard to say much more since no details have been given on what was negotiated. I can only assume it’s a nice milestone agreement attached to lots of payments. So much to look forward to these days. The little INVO that could is not as worthless as some might think. Hula Hula Cuckoo Penny
Interesting since it’s still showing as a consolidated subsidiary of INVO in S-4. Wonder how that works RLK. lol. So much happening. Hula Hula Cuckoo Penny
I wonder what BioXcell’s real value is. The true value. Do your DD. Hmmmm Hula Hula Cuckoo Penny
I guess one of my next deals is BioXcell. Another good egg within a good egg. Let’s hope they keep expanding and growing that debt. I guess no one wants to talk about my finding. I get it. I understand why. Too much info too soon. lol. Too bad I go against the grain. Lol. Sitting pretty. Life is good. Peace be with you all. Hula Hula Cuckoo Penny
IVC is a well researched and simple alternative to conventional IVF. The INVO procedure and INVOcell device represent significant advancements of IVC. BioXcell has received ISO 13485 certification and a CE Certification for the INVOcell device. The INVOcell is specifically designed to address the challenges faced by clinicians using earlier prototype devices. For example, the INVOcell uses a precisely designed rotating valve to eliminate the risk of gametes loss and medium degradation. In addition, the design of the inner chamber, which contains gametes and medium, provides for easy identification and transfer of the embryos to the mother. Combined with the mild or no stimulation protocol, the INVO procedure is an attractive infertility treatment option for patients who cannot afford conventional IVF or who live too far away from a clinic that offers IVF. Further, in developing countries, where infertility rates are high and access to cost-effective infertility treatment is low, INVO provides an excellent treatment option.
That’s a pretty great hush hush operation to just be thrown out the window. Wonder what will happen. Hula Hula Cuckoo Penny
Marco………Polo………Marco……..Polo…………Hula Hula Cuckoo Penny
Interesting.
Our financial situation creates doubt whether we will continue as a going concern.
From the inception of our consolidated subsidiary BioXcell Inc. on January 5, 2007, through September 30, 2023, we had an accumulated net loss of $55.8 million. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.
Who wants to bet Cameron somehow makes it onto the board of Naya or whatever company comes out of this arrangement. I will make a bet that Durrant jumps on the BOD after this deal happens. Who wants that bet. lol. What a fucking joke. Just waiting for scumbag Kazado to make his entrance. Hula Hula Cuckoo Penny
Look who’s on the advisory board. You guessed it. Cameron Durrant. Another huge piece of shit that’s friends with Teper. Thick as thieves. Hilarious. Hula Hula Cuckoo Penny
https://camelotbiocapital.com/about-us/
Past partnership successes Peter Kash. Smooth criminal
https://camelotbiocapital.com/past-partner-successes/
Dr. Peter Kash co founder of Florida Biosciences. That goof is all about the money. So that deal is a scam. Period. 4 million shares of what. Company has hardly any room to hand out shares. Can’t wait to see how all is divided up. Crooks. Hula Hula Cuckoo Penny
Great work Trader59 / Mikey Mike. Love your fortitude. Remain positive and thanks for all your support. I wouldn’t be where I am without you selling me your shares. Thanks again. Be well. Hula Hula Cuckoo Penny
I guess we twiddle our thumbs till next announcement. lol. Hula Hula Cuckoo Penny
That’s super quick.
Career
Peter was Managing Partner at Camelot BioCapital, and Vice Chairman of the Board at TargImmune Therapeutics. Peter Kash joined NAYA Biosciences in 2024.
Peter Kash is currently Vice Chairman of the Board at NAYA Biosciences - View - NAYA Biosciences org chart
Wake up folk. This Peter Kash is another financier. Another scum bag.
https://www.theofficialboard.com/biography/peter-kash-e7019
I wonder if second 500k payment has been paid. Hula Hula Cuckoo Payment
I do appreciate that this new financier is a Republican. A slime ball but still on the right side. https://marquistopscientists.com/2017/05/17/thomas-ross/
Hula Hula Cuckoo Penny
Like I said, …… What does Florida BioSciences do?
Florida BioSciences LLC is a company that operates in the Financial Services industry. It employs 11-20 people and has $1M-$5M of revenue. The company is headquartered in Palm Beach, Florida
This is simply a financier getting in on ground floor for dirt cheap. Deal is scummy and obviously Thomas has relationship with Teper is simply doing whatever to help Teper. Who knows what’s really being negotiated off the books. The Pond is just going to get murkier by the day. Hula Hula Cuckoo Penny
Watch video. Like I said before, this Thomas Ross guy is all over the map. He’s a slippery goat that’s just here to wheel and deal. He doesn’t care about this company and goes where the wind takes him. He likes everything as do most money seekers. I think he snagged this asset on the down low and is now playing another game called “fuck over Long shareholders” with Teper. He’s Andrew Rae in sheep's clothing. Best to him and his premium retirement package. Sweet deal for a bubble gum salesman. That drug isn’t worth 20 million plus additional shares. Hilarious. Teper must be playing a pathetic negotiator role here on purpose. All bad acting. I can’t believe the agreement terms are finalized. Not by a long shot people. Lots of amendments coming. Something smells super stinky here. Hula Hula cuckoo Penny
Hey guys. Maybe I’m blind here but I can’t seem to find the eye indication drug on Satellos website. It’s no longer there or buried deep. Latest presentation shows nothing. Maybe they don’t have it anymore. I haven’t followed this company so maybe it’s been taken. lol. Too funny. Hula Hula Cuckoo Penny
Good news. Satellos is also trading on US exchange. So that’s a plus for the future merger. lol.
I was wrong. So a little substance there. Still don’t know about any relations with Ora. Maybe Satellos is footing the bill for Florida. lol.
NAYA to accelerate Phase II clinical development and Early Patient Access after initial safety demonstrated in 28-patient clinical trial
I highly doubt that Bruce. Ora is a clinical consultant agency that focuses on helping companies through clinical trials and drug development. I believe it said that they focus on Opthamology drugs but I’m sure they do other drugs as well. Who knows. I sure don’t. Have they had this Ora company as a consultant, possibly. So many of those middle men operations around. Dime a dozen. Helps to have those type of guys when you’re going through reorganization as well. Don’t put too much thought into Satellos. Us Longs won’t know anything until they announce the definitive agreement. That’s if they announce anything. I’m merely guessing on Satellos because of the remaining indication they have. If I was Astra. I wouldn’t allow anyone to have Bert. I would want all indications. ESHA is still good in my mind. Cytovia needs another 100 million to help with the clinical studies. Any ways. That’s my two bits for today. Today’s announcement basically just puts more steam in the pot and possibly gives more credibility to the INVO merger. I still don’t believe they’ll list or do anything that brings us liquidity. They don’t need to show continuity of business enterprise. This new Florida nominal shell company giving Naya a shit drug for 4 plus million shares is a huge scam. Lucky guy. Must be a good buddy of Teper. It’s drug is unproven at best. To me, Teper is just giving us more and more of the same old fluff. It is what it is. Hula Hula Cuckoo Penny
Golly.. Surprise, Surprise, Surprise. Teper just keeps building the pressure in the pot. Still don’t believe anything will complete but that’s purely my opinion. What do I know. Absolutely nothing. Hula Hula Cuckoo Penny
Super strange.
NAYA entered into a binding Term Sheet with Florida Biotechnologies Inc. to acquire all of the outstanding capital stock of Florida Biotechnologies for $20,000,000 in shares of NAYA post-merger with INVO, or 4,000,000 shares, each worth $5.00 (the "Florida Biotechnologies Transaction"). Florida Biotechnologies is eligible for an additional $5,000,000, or 1,000,000 shares each worth $5.00, upon achievement of certain milestones. The Florida Biotechnologies Transaction is contingent on the closing of the INVO Merger and sufficient financing to further develop the gene therapy programs from Florida Biotechnologies.
Super interesting……..No continuity of business enterprise or limitation on the amount of boot paid to the non-tendering shareholders is required when using double dummy merger strategy.
No delays. Screw you judge. That’s all these guys do is delay.
E. The Paramount Interest of Creditors.
28. Discover is the first position secured creditor of the Debtors' estate. Under the Settlement Agreement, its claim will be reduced to $4 million and satisfied in full and its lien on the Debtors' remaining assets will be released. Following the payment of Discover's $4 million claim, these assets will include the $2.1 million recovered from the Insurer on account of the estates' alleged claims against the directors and officers, a projected recovery of between $600,000 and $1 million from the Immune Pharmaceuticals Ltd. insolvency estate in Israel, and the estates' claims against the Debtors' former attorneys, Lowenstein Sandler LLP.
29. If the settlement is approved, all parties to the Settlement Agreement will release their claims against the Debtors' estates and each other, and as a result, all of the litigation involving such claims will cease. If the settlement is not approved, the Debtors' estates would be compelled to investigate and prosecute the estates' actions, which would take substantial time, effort and money. And at this point, the Debtors' estates have limited resources to pay for the continued litigation and with no certainty of any success. Meanwhile, the settlement provides a certainty of proceeds to be available for distribution to the creditors of the Debtors' estates, without undertaking the costs, expense, time-delay, and uncertainty of future litigation. Thus, this factor favors settlement.
Again, this explains the authorized shares part. “The acquirer does not have sufficient authorized but unissued stock to pay the merger consideration. State corporate law typically requires that a corporation’s certificate of incorporation contain the corporation’s number of authorized shares (for example, see Del. Code Ann. tit. 8, § 102(a)(4)). If the number of authorized shares needs to be increased to permit the acquirer to pay the merger consideration, the acquirer’s stockholders will need to approve an amendment to the acquirer’s certificate of incorporation to increase the number of authorized shares.”
This explains why warrants were tossed out in the last SPAC arrangement. “Practitioners must also be cautioned that the use of a “double dummy” transaction with respect to a special purpose acquisition company, or “SPAC,” does not provide tax-free treatment on the exchange of SPAC warrants.”
Now we just need one more dummy deal done with ESHA. Then we merge at the end.
A double dummy with dual exchange offer. https://www.bluej.com/blog/blog-double-dummy-structures-with-diagram-examples
The process for completing a one-step merger involving stock consideration if both merger parties’ stockholders must approve the transaction takes four to six months (see Public Merger Timeline (Stock Consideration) (W-005-2502), and often much longer (for example, if antitrust or other industry-specific regulatory review is required). Not only must the acquirer file a registration statement on Form S-4 with the Securities and Exchange Commission (SEC), but the merger parties must prepare a “joint proxy statement/prospectus” to send to each of their voting stockholders to approve the merger and other proposals. The SEC frequently reviews and comments on the joint proxy statement/prospectus, adding to the time it takes to complete a one- step merger. For additional information on the disclosure requirements applicable to one-step mergers, see Practice Note, Public Mergers Disclosure: Overview (0-382-1406).
The need to create a wholly owned subsidiary. Starting to grasp why the merger is being done. Interesting. Hula Hula Cuckoo Penny