Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Well, of course, my proposal will be possible only when Adnexus starts selling shares on the OTC, or on NASDAQ, or wherever.
Would you care to elaborate on that answer? Why can CCC not do what I propose?
Well, CCC can do the following:
1) For those people who already own shares of ENZC, CCC can exchange a certain number of shares of Adnexus for one share of ENZC.
2) For those people who own ENZC SAFEs (like me), CCC can offer a certain number of shares of Adnexus for each dollar invested into the SAFE.
On 12/22/2020, I sent to Charles the following email:
-------------------------------------------------------------
Hello, Mr. Cotropia.
Thank you for your recent updates.
I am confused about something.
I have a SAFE (Simple Agreement for Future Equity) with Bioclonetics that I purchased via Wefunder. I have attached the SAFE to this email.
That SAFE went into effect on 11/3/17 and has a valuation cap of $6,000,000.
On page 3 of the SAFE, the term "Change of Control" is defined. My understanding is that Enzolytics's acquisition of Bioclonetics qualifies as a "Change of Control" of Bioclonetics.
On page 4 of the SAFE, the term "Liquidity Event" is defined as a "Change of Control" or an "Initial Public Offering". So, my understanding is that Enzolytics's acquisition of Bioclonetics qualifies as a "Liquidity Event".
On page 1 of the SAFE, Section 1(b) states the following:
If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option.
So, if Enzolytics's acquisition of Bioclonetics is a "Liquidity Event", then aren't I entitled to receive Bioclonetics Common Stock right now?
Why would I have to wait until Enzolytics is acquired?
If Enzolytics's acquisition of Bioclonetics is not a "Liquidity Event", please explain why that is.
Also, regarding investor option 3, Enzolytics stock is an OTC stock. There are online articles that warn people to stay away from OTC stocks. The following article is one such article:
https://www.kiplinger.com/article/investing/t048-c008-s001-penny-stocks-why-you-should-always-stay-away.html
Will Enzolytics stock ever "graduate" from OTC status and be sold on a major stock exchange?
-------------------------------------------------------------
Before Charles had a chance to respond to me, I posted some or all of the above email to the BioClonetics Investors Facebook group.
On 12/24/2020, Charles sent the following email to me:
-------------------------------------------------------------
Thank you for being an investor and for your question regarding the effect of the acquisition of BioClonetics by Enzolytics. You are right that the SAFE Note provides that “If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, …… (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, ….
Thus, for there to have been a “Liquidity Event” there must be (by the definitions in the SAFE Note), either a “ Change of Control or an Initial Public Offering.”
Since there has not been a Public Offering, then for there to be a “Liquidity Event” there must have been a “Change of Control”.
In the acquisition, we purposefully arranged the transaction such that upon the acquisition of BioClonetics shares by Enzolytics, and contemporaneously therewith, there was not a change of control in that the shareholders of BioClonetics took and have control of Enzolytics. Thus, we do not consider the acquisition to constitute a “Change of Control”.
Also note that Enzolytics assumed all the crowdfunding obligations of BioClonetics.
One would also want to consider the effect if the deal was interpreted as presenting a Change of Control. If this were the interpretation, one would then need to calculate what is provided by the Note language, namely “automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price”.
It appears that a BioClonetics shareholder would be entitled to a “Number of shares” in BioClonetics calculated as follows:
Number of shares = Purchase price ($200) / Liquidity Price
The Note defines Liquidity Price as:
“Liquidity Price” means the price per share equal to the Valuation Cap ($6,000,000) divided by the Liquidity Capitalization.
“Liquidity Capitalization” means the number, as of immediately prior to the Liquidity Event, of shares of Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) this instrument; (iii) other Safes; and (iv) convertible promissory notes.
As I interpret this language, the Number of Shares one would be entitled to is:
Number of shares = $200/[($6,0000,000/number of shares of Capital Stock in BioClonetics)] = 0.000033333333 X number of shares of Capital Stock in BioClonetics.
BioClonetics has 31,500 Capital Stock shares.
Thus, you would be entitled to 0.000033333333 X 31,500 = 1.05 share.
Even if this were an option, I don’t see how this would be better than any of the 3 Options we have offered. All of the 3 offered Options have a road to some value in the future.
Owning 1.05 share of BioClonetics (at least as I see it) would not have a similar road to value.
I hope this conveys how we interpret the present situation.
After giving this some thought (and noticing that you did not await our response before posting your question on our Facebook site), I question your motive. Why not try to assist our bonafide efforts to help provide desperately needed therapeutic cures to serious pandemics – rather than go to the other side?
Best regards,
Charles
Charles Cotropia
Enzolytics
-------------------------------------------------------------
In mid-January 2021, I chose to convert my BioClonetics SAFE into an ENZC SAFE.
Charles's next update was the following email (dated 12/11/2020):
------------------------------------------------------------------
Dear BioClonetics Investors,
We thank each of you for your investment in and continued support of BioClonetics. We are pleased to report that a business combination with Enzolytics Inc. has now been completed. In this combination, Enzolytics has acquired BioClonetics resulting in the merger of the BioClonetics’ technology for producing fully human monoclonal antibodies against infectious diseases (including HIV and the Coronavirus) with Enzolytics’ patented and clinically tested anti-HIV therapeutic. This correspondence is intended to report the effect of that acquisition on your investment in BioClonetics.
First, we believe the two therapies of our Companies will be synergistic and are moving forward to further develop them independently and as a combined therapy. Thus, we believe the combination of technologies brings great value to our investors.
The crowdfunding raise in which you invested was through a convertible note called a SAFE (a Simple Agreement for Future Equity). A SAFE is an agreement between investors and the Company that provides rights to the investor for future equity in the company similar to a warrant, except without determining a specific price per share at the time of the initial investment. The SAFE investor receives the futures shares when a priced round of investment or acquisition occurs. In the acquisition of BioClonetics by Enzolytics, Enzolytics assumed the obligation of BioClonetics to each crowdfunding investor. No event occurred that resulted in an obligation to issue shares. However, we nonetheless are offering each investor the following options and ask that each investor review these with their financial advisor and give us your decision and election by January 15, 2021. If no election is made, the investor will still hold the convertible notes originally issued until such time as a conversion event occurs.
The following 3 options are offered and available to each of our investors:
Option 1:
You may hold your convertible note until a conversion event occurs, namely there is a future Series A financing round or where Enzolytics is acquired. At the end of this report, I have summarized when such a conversion event would occur and how the investor’s investment would be impacted.
Option 2:
In the Startengine Convertible Notes, the Notes provided that the principal investment would be repaid at this time with 2% annual interest. We will honor that obligation to any Startengine investor wishing to elect this option. Should any Wefunder investor wish to elect this option, we would also honor such election.
Option 3:
Because some investors may wish an option whereby they would own shares in Enzolytics (currently traded on as an OTC stock as ENZC), we offer the following option: Holders of the crowdfunding SAFE Notes will be offered a debt exchange for new Preferred Series D shares at a dollar value premium that converts into Common Shares of ENZC one year from the date of exchange. The company is currently developing the terms and designations of the Series D shares that will be distributed to the holders and the specific terms and designations regarding this option will be reported to all investors by December 21.
SUMMARY OF THE OPERATION OF A CONVERTIBLE NOTE ISSUED IN CROWDFUNDING
For purposes of considering Option 1, we provide this general information. Please consult your financial advisor for further information. In our case, convertible notes (a SAFE) were issued to each investor with a valuation CAP of $15 Million (in some cases the valuation CAP provided was $10M). This CAP offers the possibility for appreciation in the following way.
The CAP is a ceiling on the value of our Company (i.e., a maximum dollar amount) for purposes of determining the conversion price of the note at the time of a later Series A round of funding — meaning that in a future Series A financing where financing is provided by an outside source in exchange for shares in our company, if the pre-investment valuation of our company is higher than the CAP, a note holder (you) would receive a proportionally larger number of shares than the later investor. For example, if in a Series A investment, our company were valued at $30M, a SAFE Note investor would receive twice the number of shares issued to the later investor ($30M/$15M = 2 times). And, if the Company is valued even higher at the time of a Series A financing, the SAFE note investor would be issued proportionally more shares. Also, if the Company is acquired, the initial investor’s investment would appreciate proportionally with the acquisition price as compared to the CAP - meaning if the Company were acquired for $30M, then an investment would double and so forth.
We will notify you by December 21 of the additional information needed for you to fully consider Option 3 and we look forward to receiving your election thereafter by January 15, 2021. If no election is made by January 15, 2021, then your investment will remain within the convertible note originally issued to you.
For those wishing to read more about our focus, I was recently interviewed by the CEOCFO Magazine and that interview can be viewed here: https://www.ceocfointerviews.com/enzolytics20.html
Sincerely,
Charles
Charles Cotropia
CEO Enzolytics/BioClonetics
Copyright © 2020 BioClonetics Immunotherapeutics, Inc., All rights reserved.
You are receiving this email because you opted in via our website.
Our mailing address is:
BioClonetics Immunotherapeutics, Inc.
2021 McKinney Ave.
Suite 2000
Dallas, TX 75201
------------------------------------------------------------------
On 12/21/2020, Charles sent the following update:
------------------------------------------------------------------
December 21, 2020
Dear Investors,
We extend our best wishes to you all for a Happy and Healthy Holiday Season.
This is in followup to my earlier report of December 11, 2020, wherein we announced that the Company is offering BioClonetics’ investors 3 Options as set forth in that report (copied below) and restated here with further details regarding Option 3. The Options offered are:
Option 1:
You may hold your convertible note until a conversion event occurs, namely there is a future Series A financing round or where Enzolytics is acquired. At the end of my earlier report, I have summarized when such a conversion event would occur and how the investor’s investment would be impacted.
Option 2:
In the Startengine Convertible Notes, the Notes provided that the principal investment would be repaid at this time with 2% annual interest. We will honor that obligation to any Startengine investor wishing to elect this option. Should any Wefunder investor wish to elect this option, we would also honor such election. If you make this election, please provide me with the mailing address to which you wish these funds to be sent.
Option 3:
Because some investors may wish an option whereby they would own shares in Enzolytics (currently traded on as an OTC stock as ENZC), we offer the following option:
Holders of the crowdfunding Notes are offered a debt exchange for Preferred D Series shares (in the process of being established) that will convert into ENZC Common Shares one year from the date of exchange. In this Option, an investor would exchange $5.00 of debt for one share of Preferred Series D shares. The series D shares will convert into 120 shares of common Enzolytics stock (ENZC) at one year from issuance. This means that at one year from issuance, every $5.00 of investment will ultimately convert into 120 shares of Enzolytics (ENZC) Common Stock.
Please review these options with your financial advisor and provide me with your election by email to csc@bioclonetics.com by January 15, 2021. If you elect Option 2, please provide me with the mailing address to which you request funds be sent.
We ask that each investor review these Options with their financial advisor and give us your decision and election by January 15, 2021. The election offer will only be open until January 15, 2021. If no election is received by that date, the investor will still hold the convertible notes originally issued until such time as a conversion event occurs.
As always, we sincerely thank you for support and your investment in us and in our technology.
Best regards,
Charles
Charles Cotropia
csc@biocloentics.com
CEO Enzolytics/BioClonetics
------------------------------------------------------------------
Doc, since you brought up Charles's statements regarding the ENZC-BioClonetics merger, I think it would be a good idea for me to share with this board Charles's statements on the merger and the emails we exchanged on the merger. My sharing this stuff may take a few posts.
First of all, the following is Charles's first email on the merger (dated 10/20/2020):
-------------------------------------------------------------
Dear Investors and Supporters,
In these trying times caused by the CoronaVirus pandemic, we sincerely hope all of you are doing well. We all look to a brighter future. We have been continuously engaged as a part of the effort to address this health crisis and we appreciate all of your support making our ongoing efforts possible.
We have conferred for some time with Enzolytics, Inc., (OTC PK: ENZC) a public company with a therapeutic that has been successfully tested in patients with HIV and have now entered into an agreement with Enzolytics to combine our technologies to more comprehensively address the HIV pandemic.
This combination of our technologies is underway but will take some time due to the intricacies of the process. We do not have a date for completion of this process but will keep our investors informed as the process progresses.
All of our steps are taken with two objectives in mind. First our focus is on creating successful therapeutics against infectious diseases, including HIV and now our focus on the CoronaVirus. Secondly, our efforts are also intended to increase the value of our technology and the value of our company - which directly translates into value for our investors. Please know that these are our two guiding objectives with every effort we make.
Enzolytics is a drug development company focusing on the commercialization of its proprietary proteins for the treatment of infectious diseases, including HIV. Enzolytics’ flagship compound ITV-1 (Immune Therapeutic Vaccine-1) is a suspension of Inactivated Pepsin Fraction (IPF), which studies have shown is effective in the treatment of HIV/AIDS. IPF is the active drug substance of ITV-1 and is a purified extract of porcine pepsin. ITV-1 has been shown to modulate the immune system.
Our plans are to test in combination the Enzolytics ITV-1 peptide in conjunction with our anti-HIV monoclonal antibodies. There is reason to believe that there will be synergistic effect achieved with this combination therapy.
As we have reported earlier, we have applications pending with the National Institute of Health (NIH) and the National Science Foundation (NSF) for further development of our anti-HIV monoclonal antibodies and our proposed production of anti-SARS-CoV-2 (CoronaVirus) antibodies. These applications are being reviewed now. Without regard to the success or lack of success of these applications, our combination of technologies with Enzolytics will provide funding for our direct progress with the precise proposals now submitted to the NIH and NSF. As outlined in detail in these applications, we will use our proprietary methodology to produce additional monoclonal antibodies against HIV that specifically target conserved, immutable sites on the virus. Recall that others, including the NIH in conjunction with Vaccine Research Center attempted for years to produce monoclonal antibodies against HIV and failed because of “virus escape” – a euphonism for the fact that their antibodies targeted a site that mutates allowing the virus to “escape” over time.
The critical nature of targeting immutable sites on the Coronavirus will be the same. I note the recent news that Eli Lilly has paused its anti-CoronaVirus monoclonal antibody trials. We are not privy to the underlying reasons for such pause, but this could be due to failure to target immutable sites on the virus or on the methodology for producing the monoclonal antibodies. When we recently asked Eli Lilly for the identity of the binding sites for its anti-CoronaVirus monoclonal antibodies, they were unable to share that information with us. The fact is that multiple neutralizing antibodies will be necessary to control the CoronaVirus, just as is the case with HIV. Our program is to produce multiple antibodies each targeting conserved, immutable sites on the virus.
As to the way we will identify the more effective epitopes (binding sites) on the CoronaVirus to target, we recognize that the structure of the Coronavirus is correlative to that of the HIV virus. Because our anti-HIV monoclonal antibodies have been proven to neutralize the HIV virus in 5 international lab testing programs, and because we know the binding site on the HIV virus to which our antibodies bind resulting in neutralization, this knowledge provides insight necessary to identifying the structure (the amino acid sequence) on the CoronaVirus we expect is at least one “Achilles Heel” of the Coronavirus. From this knowledge, a monoclonal antibody can be produced against this site that is expectedly virus neutralizing.
Additionally, we will use AI (artificial intelligence) to analyze the 16,000 known sequences of different SARS-Cov-2 viruses that have now been catalogued in the Los Alamos National Laboratory, with multiple different strains identified. By using computer analysis, several conserved (expectedly immutable and neutralizable) sites on the virus can be identified and additional monoclonal antibodies produced against these– to be used in a monoclonal antibody “cocktail”. We all have now heard of the “monoclonal antibody cocktail” administered to President Donald Trump. This is exactly what we propose – note that there are numerous different anti-SARS-Cov-2 monoclonal antibodies that can exist – some disease neutralizing and some perhaps of no benefit and some perhaps disease enhancing. Recall that the NIH and big pharma tried for 35 years to produce neutralizing antibodies against HIV and failed – notable evidence being the millions spent of the monoclonal antibodies VRC01 and VRC02 – produced by Vaccine Research Center in conjunction the NIH – both failed in trials because of “virus escape” – meaning they “targeted a site on the virus that mutates and thus the virus escapes the therapeutic effect”. The key is to produce monoclonal antibodies that target a conserved, immutable site on the virus such that the virus cannot mutate around the antibody therapeutic.
There are other pharma labs that are attempting to produce anti-CoronaVirus monoclonal antibodies. We welcome such efforts as more than one antibody can be expected to needed be provided a successful therapy. And as the virus mutates, additional anti-monoclonal antibodies will be needed.
We do however note the procedure used by other pharma companies for producing these antibodies differs significantly from ours. Other pharma companies produce “humanized” rat and mouse monoclonal antibodies where the original antibody affinity and specificity are not maintained and the chances of immunogenicity are increased. Our methodology also differs significantly from other pharma approaches using the transgenic mouse model [a human immune system which has been “grafted” within a mouse model] having been "vaccinated" with specific and selected purified CoronaVirus proteins.
In contrast, our procedure model starts with human "immune-B cells" that have been obtained from convalescent individuals who have recovered from the CoronaVirus. The primary distinction of our process for creating fully human monoclonals is the starting point is from human “immune-B cells” from humans who have survived successfully from a "natural" CoronaVirus infection. Our antibodies will retain the original natural antibody affinity and specificity, and have lower risk of immunogenicity when used as a therapeutic. They will provide broad-spectrum coverage against viral variants with increased potency, stability as a single-domain molecule, and, in the recombinant form, will have accessibility to the virus epitopes (binding sites) not accessible with a whole antibody.
We will keep you up to date on our progress. We extend our sincere appreciation for your support.
Best regards,
Charles Cotropia
CEO
BioClonetics Immunotherapeutics, Inc.
-------------------------------------------------------------
In response to the above email, I sent to Charles the following email (also dated 10/20/2020):
-------------------------------------------------------------
Hello, Mr. Cotropia.
Thank you very much for your update.
Some press releases state that BioClonetics and Enzolytics have merged into one company. One such press release is the following:
https://www.morningstar.com/news/accesswire/610379msn/enzolytics-inc-announces-execution-of-binding-letter-of-intent-for-merger-with-bioclonetics-immunotherapeutics-inc
So, have BioClonetics and Enzolytics, indeed, merged into one company? If yes, did BioClonetics buy Enzolytics, or did Enzolytics buy BioClonetics?
Also, Enzolytics is a company whose stock is being traded as an OTC (over-the-counter) stock. How will this merger (if this is a merger) affect the BioClonetics SAFEs (Simple Agreement for Future Equity) that we investors purchased on WeFunder? Will this merger cause our SAFEs to convert into actual BioClonetics stock?
Thank you.
-------------------------------------------------------------
There was no response to my email.
What is Charles Cotropia's street address?
If the Cotropia brothers own the patents for Clone 3/7 and can take those patents from one company to another (from BioClonetics to ENZC to Adnexus), then why should anyone invest into any particular company? If the Cotropias took the patents from ENZC, what is to stop them from taking the patents from the next company?
I think that the Cotropias are hoping that the ENZC shareholders (including those who originally invested into BioClonetics) will just keep talking and complaining on message boards and will not take any legal actions.
By the way, if an ENZC shareholder wants to sue the Cotropias, should that shareholder get a lawyer in Texas (the Cotropias' home state) or a lawyer in the shareholder's home state?
Hello, docsetc.
In your most recent response to me, you said that you and your brother, a lawyer, wanted to see the agreement that I had signed to invest into BioClonetics.
Well, the agreement appears at the following link:
https://www.sec.gov/Archives/edgar/data/1701251/000167025417000251/document_3.pdf
My purchase amount is $200.
When I invested into BioClonetics, BioClonetics was NOT an OTC stock. BioClonetics was not being sold on any exchange.
Also, the above agreement does not explicitly mention any BioClonetics technologies. There is no mention of Clone 3.
Thanks.
I am a BioClonetics investor, and I have not received anything from CCC about the current happenings.
"This company has zero indication of going private."
Let's see what happens after the company gets FDA approval.
The following link is the original BioClonetics offering on WeFunder:
https://wefunder.com/bioclonetics
I invested $200 via that offering.
Later, BioClonetics had the following offering on StartEngine:
https://www.startengine.com/offering/bioclonetics
The original BioClonetics website seems to be gone.
"TJ24 in my opinion is not a native English speaker. His content / comments at a high level have depth but his sentence structure is a little off."
Yes, unlike most people whose first language is English, I actually use proper grammar.
How do we know that, if RDGL does get FDA approval, RDGL will not simply go private and cheat retail investors?
The company called RSP* received Dept. of Defense funding, and then proceeded to deliberately miss a filing deadline, tank the stock price (pressuring some retail investors to sell), and eventually bring the stock into the Expert Market. Some people believe that, after a few months of RSP* stock being on the Expert Market, RSP* will offer pennies on the dollar to the remaining retail investors.
How do we know that RDGL will not do any of this?
"ENZC can't touch the AI and Clone3/7 patents or tech; They were never owned by ENZC it turned out, but personally by the CCC principals."
In 2017, I invested $200 into BioClonetics, the company founded by Charles and Joseph Cotropia. Specifically, I spent $200 on a SAFE (Simple Agreement for Future Equity) via WeFunder.
That SAFE would be converted into actual shares of BioClonetics if BioClonetics received "equity financing" (as defined by the SAFE) or experienced a "change of control" (as defined by the SAFE).
I was under the impression that BioClonetics owned the patents to Clone 3/7/whatever.
In 2020, Enzolytics bought BioClonetics. However, Charles Cotropia said that this purchase was NOT a "change of control" (as defined by the SAFE) because the people in charge of BioClonetics would control Enzolytics and Enzolytics would control BioClonetics.
I got the impression that Enzolytics would own all of BioClonetics's IP, patents, etc.
Charles gave 3 options to each investor who had a BioClonetics SAFE.
1) The investor would take a repayment of the investor's original BioClonetics investment, with 2% annual interest.
2) The investor would get one Preferred Series D share of Enzolytics for every $5 invested into BioClonetics. After one year, the investor would get 120 shares of Enzolytics Common Stock for every Preferred Series D share of Enzolytics.
3) The investor's BioClonetics SAFE would become an Enzolytics SAFE. In other words, Enzolytics would take over all of BioClonetics's obligations under the BioClonetics SAFE. So, the Enzolytics SAFE would be converted into actual shares of Enzolytics if Enzolytics received "equity financing" (as defined by the SAFE) or experienced a "change of control" (as defined by the SAFE).
In mid-January 2021, I chose option 3. I chose this option, believing that Enzolytics would own all of BioClonetics's IP, patents, etc.
So, are you saying that the Clone 3 patents and IP have always been owned by the Cotropia brothers? That the Clone 3 patents and IP were never owned by BioClonetics or Enzolytics?
It seems to me 1) that Charles Cotropia made some misrepresentations, in order to convince people to invest into BioClonetics, and 2) that Charles Cotropia made more misrepresentations, in order to convince people to transfer their investments to Enzolytics.
Should the holders of Enzolytics SAFEs sue Charles for fraud?
Can you give me the long answer?
I've got time to read it.
Back in 2007 and 2008, this company's stock was selling at $500 - $700. Now, the stock sells for $0.18 - $0.19.
So, what happened?
If CCC were able to leave ENZC and take their IP with them, why would they sue Harry? CCC would have no reason to sue. The ENZC shareholders would be the ones who had reason to sue.
If RSPI goes private, what happens to the "public" shareholders? Do they have to sell their "public" shares at some low price to the people in charge of RSPI? If the company goes private, why are these "public" shareholders considered to be holding the bag?
"A company just can't take out half a company to start another company without compensation to its share holders"
EN*C seems to have done just that. All the good IP is out of EN*C, and there has been no compensation to the shareholders.
RSPI shareholders will benefit if RSPI becomes nothing but a worthless shell?
What is the expert market? What happens if this RSPI stock goes to the expert market?
Well, now I'm curious.
What will happen very quickly when ENZC is delisted?
"Truly amazing you still don't understand that Cotropia was part of the ENZC scam."
So, is there going to be some kind of class-action lawsuit against Cotropia and others in connection with the scam?
"I called out the idiots that posted Cotropia had filed a lawsuit against Fauci about Clone 3 and won - which wasn't close to being true."
How do you know that this is not true?
Who is KOP?
There is a discrepancy in the disclosure for the year ending on 12/31/23.
Here is the disclosure:
https://www.otcmarkets.com/otcapi/company/financial-report/398912/content
On page 1 of the disclosure, it says that there are 3,187,974,957 shares of ENZC common stock outstanding as of 12/31/23.
However, on page 3 of the disclosure, it says that there are 3,172,974,957 shares of ENZC common stock outstanding as of 12/31/23.
So, which number of shares is correct?
The following web page shows the number of ENZC shares outstanding for the most recent business day: https://www.otcmarkets.com/stock/ENZC/security
For example, if I go to that web page on May 5, 2024, then that web page will show me the number of ENZC shares outstanding on May 3, 2024.
However, I want to see how many ENZC shares outstanding there were months before the most recent business day. So, if I want to see how many ENZC shares outstanding there were on 9/15/23, how do I do that?
Prior to September 15, 2023, the Series A Preferred shares of Enzolytics (that is, the Enzolytics shares with voting control) were owned as follows:
Zhabilov Trust - 18,900,000 shares - 31.50% of shares
Charles Cotropia - 14,917,500 shares - 24.86% of shares
Joseph Cotropia - 14,917,500 shares - 24.86% of shares
Gaurav Chandra - 5,265,000 shares - 8.78% of shares
Phil Phelizian - 6,000,000 shares - 10.00% of shares
source:
https://www.otcmarkets.com/otcapi/company/financial-report/387028/content (pages 28 - 29)
On September 15, 2023, Enzolytics closed the Business Combination Agreement with SAGA for the sale of VIRO and BGEN to SAGA. To facilitate the SAGA transaction, Charles Cotropia, Joseph Cotropia, and Guarav Chandra surrendered all of their Series A Preferred shares, and the Zhabilov Trust surrendered 11,700,000 of its Series A Preferred shares. As a result, the Series A Preferred shares of Enzolytics (that is, the Enzolytics shares with voting control) were owned as
follows:
Zhabilov Trust - 7,200,000 shares - 54.55% of shares
Phil Phelizian - 6,000,000 shares - 45.45% of shares
source:
https://www.otcmarkets.com/otcapi/company/financial-report/387028/content (page 42)
According to my Enzolytics SAFE (Simple Agreement for Future Equity), I am supposed to receive Enzolytics Common Stock if a "change of control" occurs. The SAFE defines "change of control" as follows:
“change of control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
Given the above information about who owns how many shares, it seems that, on September 15, 2023, the "group" known as the Zhabilov Trust became the "beneficial owner" of more than 50% of the outstanding voting securities. Therefore, on September 15, 2023, condition (i) of the definition of "change of control" was satisfied. Therefore, I am supposed to get Enzolytics Common Stock. In fact, everyone who owns an Enzolytics SAFE is supposed to get Enzolytics Common Stock.
So, am I correct in thinking that everyone who owns an Enzolytics SAFE is supposed to get Enzolytics Common Stock?
Also, why did the Cotropias, Chandra, and the Zhabilov Trust have to give up all of those Series A Preferred shares? How did their giving up the shares facilitate the SAGA transaction?
ENZC's securities lawyer is Morgan E. Petitti.
Her contact information is as follows:
118 W. Streetsboro Road
Suite #317
Hudson, OH 44236
330 - 697 - 8548
pettitilaw@gmail.com
sources:
https://www.otcmarkets.com/stock/ENZC/profile
https://www.otcmarkets.com/financialReportViewer?symbol=OSCI&id=376096 (page 15)
ENZC's accounting firm is Fruci & Associates.
This firm's contact information is as follows:
802 N. Washington St.
Spokane, WA 99201
509 - 624 - 9223
877 - 264 - 0486
mail@fruci.com
sources:
https://www.otcmarkets.com/stock/ENZC/profile
https://www.fruci.com/contact
I strongly suggest that we flood the lawyer's phone and email inbox and the accounting firm's phones and email inbox with our complaints about ENZC's behavior. Hopefully, pressure from a LOT of irate and angry investors will cause the lawyer and the accounting firm to pressure their clients (the people behind ENZC) to give the investors some honest answers about what is going on with ENZC. We should make sure that the lawyer and the accounting firm know that, if the people behind ENZC are doing something illegal, then the people behind ENZC, and possibly the lawyer and the accounting firm as well, can be brought up on criminal charges and/or sued in class-action lawsuits.
On May 1, 2024, I tried to send an email to the address info@enzolytics.com. I received an error message saying that the email address info@enzolytics.com does not exist.
"techs say 006 break"
What does this mean?
"ENZC management should have put out a PR letting everyone (general public and sharehlders) know what their plan was..."
If that had happened, then the general public (that is, all non-shareholders) would have developed a negative opinion of ENZC, and the shareholders would not have had any buyers for their shares, and the shares would have plunged in value.
"The link you provided was for fiscal year 2011 to 2012."
How do I find out the CURRENT number of shares outstanding?
Was ENZC supposed to notify ONLY the shareholders (and not the general public) about these future developments, so that the shareholders would have the chance to sell ENZC shares before the shares plunged in price?
If yes, would that not be illegal insider trading?
Let me see if I understand this situation.
Charles Cotropia, Joseph Cotropia, and Chandra, collectively, have more ENZC shares than Harry Z. But Harry Z is now claiming that he is in control of ENZC and that the Cotropias and Chandra are not in control. Harry Z's claim is false, and the Cotropias and Chandra may sue him for control of ENZC.
Is my understanding correct?
If Harry Z does take control of ENZC, would that constitute a change of control as described in the Enzolytics SAFE?
To refresh everyone's memory, the SAFE defines "change of control" as follows:
“change of control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting
securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or seriesof related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
"I suspect Harry will not go after the IP because the party of four (Charles, Harry, Chandra and Joe) has made a pact and divided up the IPs and wealth among themselves."
If the party of four, collectively, owned a majority of the shares of ENZC, then did these four people not have the legal right to divide up the ENZC IP in any way they wished?
I was asked how well Charles had run BioClonetics before the merger with Enzolytics. I invested into BioClonetics in 2017. BioClonetics merged with Enzolytics in late 2020. From the time I invested in 2017 to the end of 2020, Charles was great at providing updates.
The link that I provided pointed to the number of Shares Outstanding. I used that number to calculate how many shares I would get in a change of control.
1) As head of BioClonetics, Charles gave many updates on what was happening with the company. So, from the update standpoint, Charles was very good.
2) number of shares of Enzolytics
Common Stock after change of control
= purchase amount / liquidity price
= purchase amount / (valuation cap / number of shares outstanding)
= $200 / ($6,000,000 / 2,440,000,000)
= 81333 and 1/3 shares
source for number of shares outstanding - https://finance.yahoo.com/quote/ENZC/key-statistics?p=ENZC (Shares Outstanding, NOT Implied Shares Outstanding)
In 2017, I invested $200 into BioClonetics, the company founded by Charles and Joseph Cotropia. Specifically, I spent $200 on a SAFE (Simple Agreement for Future Equity) via WeFunder.
That SAFE would be converted into actual shares of BioClonetics if BioClonetics received equity financing or experienced a change of control.
For purposes of the SAFE, "equity financing" and "change of control" are defined as follows:
“equity financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation.
“change of control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
In 2020, Enzolytics bought BioClonetics. However, Charles Cotropia said that this purchase was NOT a change of control of BioClonetics because the people in charge of BioClonetics would control Enzolytics and Enzolytics would control BioClonetics.
Charles gave 3 options to each investor who had a BioClonetics SAFE.
1) The investor would take a repayment of the investor's original BioClonetics investment with 2% annual interest.
2) The investor would get one Preferred Series D share of Enzolytics for every $5 invested into BioClonetics. After one year, the investor would get 120 shares of Enzolytics Common Stock for every Preferred Series D share of Enzolytics.
3) The investor's BioClonetics SAFE would become an Enzolytics SAFE. In other words, Enzolytics would take over all of BioClonetics's obligations under the SAFE. So, the Enzolytics SAFE would be converted into actual shares of Enzolytics if Enzolytics received equity financing or experienced a change of control.
Option 1 would give me $212, a paltry $12 in profit.
Option 2 would give me 4800 shares of Enzolytics Common Stock.
With option 3, I would get over 81000 shares of Enzolytics Common Stock if Enzolytics experienced a change of control.
In January 2021, I chose option 3.
My questions are as follows:
1) Since January 2021, has Enzolytics received equity financing or experienced a change of control?
2) I invested into BioClonetics because of Charles Cotropia's Clone 3. Which company currently has possession of Clone 3?
If Charles has taken Clone 3 away from Enzolytics, is Charles's action legal? Will there be some kind of class-action lawsuit against Charles as a result of his action?
3) Are any Enzolytics investors currently suing Enzolytics for any reason at all?
4) Other than myself, are any members of this forum holding an Enzolytics SAFE?
Thank you.