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I noticed that.
I know that date by accident actually. I look at the ENZC OTCMarkets pages and sometimes take a picture of the Securities page just to be able to spot a timeframe of a change in the balances. I happened to take a picture of the 4/15/24 page, so I took another picture the next day when I saw the change in the O/S balance. LOL, these iphones are pretty handy.
You're right they could have disclosed the 145 million new shares somewhere in the 3Q report, maybe as a subsequent event, but I'm not sure they had an obligation to do it. The question is who got those shares. One possibility is that Austin may have gotten the 56,600,000 (up from 14 mill) for the $236K loan, leaving 89+million shares to account for.
I see some inconsistencies in the fins and reports quite often. Like I've said several times, an inhouse qualified CFO could catch most, if not all, of those inconsistencies before filing the reports. Since we're talking about the O/S common stock, for example, here's one in the Equity section of the 3Q Balance Sheet re the A/S. Looks like a sloppy review in this case and a reader can probably see it's an oversight, but other mistakes or inconsistencies from time to time may be due to some other reason (JMHO):
Savov appealed the judge's dismissal. Now goes to CA 9th Circuit Appeals Court. Thanks to KOP for following these cases and to Timing for posting the X/Twitter links here, which will lead to these links.
https://storage.courtlistener.com/recap/gov.uscourts.nvd.155129/gov.uscourts.nvd.155129.50.0.pdf
https://storage.courtlistener.com/recap/gov.uscourts.nvd.155129/gov.uscourts.nvd.155129.52.0.pdf
Those shares were first reported April 16, 2024, on the OTCMarkets Securities page.
I think the Novation Agreement was announced by SAGA (posted on Yahoo Finance) and ENZC referred to it in the Amended 2023 Annual Report on Page 53, Subsequent Events, but I don't recall an ENZC PR about it. BTW, there is an inconsistency in the reporting of the "retirement" of the Series A Preferred as well. The full 60 million is still on the Balance Sheet, Statement of Changes in Equity and the schedule showing stock changes during the year within the report despite narratives describing how they justified the 9 million SAGA shares to management using an exchange of 46,800,000 Series A Preferred stock in September 2023:https://www.otcmarkets.com/otcapi/company/financial-report/401387/content
JMHO: The total sale in 2023 was for 45 million SAGA shares (now revised to 29 million by excluding BGEN form the sale, but that is a 2024 event):
Mgmt- 9 million * $10= $90 million- taxable to individual management b/c they (instead of ENZC) each owned 10% of the subs after the Series A Preferred exchange
ENZC- 36 million *$10=$360 million-reportable by and taxable to ENZC
Total- 45 million * $10=$450 million
JHMO:
Who at ENZC thought a taxable sale was a good idea??
IMO, Harry should let SAGA die or opt out of it. IMO, he's controlling SAGA through Kelli Austin.
Maybe he's got some Bulgarian money committed for the PIPE and wants to see it through.
The valuation of the SAGA shares will be key for tax determination, IMO, if he doesn't opt out.
If he does opt out, that means the CCC group has a path to take control of ENZC again. However, Harry may be setting up to keep control by claiming that the CCC group gave up their Series A Preferred in exchange for 30% of BGEN stock, but if so, there's a conflict in ENZC reporting 100% ownership of BGEN due to the Novation. So, we'll see what happens.
Maybe so, but I was just posting to point out the difference in the application numbers. Everybody can make their own conclusions about the status of older IP. I don't know if Dr. C's post gave us any clues about that or not.
What you said is worth repeating:
FWIW, the application number on that notice does not appear to match any of the 3 applications assigned to BGEN and the application filing date on the notice appears to be 9/15/2023, the same date of the BCA. Is this the same as the international PCT HIV application with a new number for the US application or a different invention?? JMHO.
FWIW, I also notice that Dr. C put hashtags in for HIV, AI and something called "IPportfolio" but doesn't specifically mention covid or the feline leukemia applications in his post on X. JMHO.
FWIW, They don't list Chandra, or CC or JC as insiders either.
Don't know, but TDA told me on Friday that although the yield sign is there, they meet the minimum criteria. Whatever that means.
This plaintiff may be the law firm of Mayer Brown, LLP. Don't know what the judgments are.
Thanks for your input Timing101. Keep it coming. Looks like the boo birds are trying to shut the board down again. JMHO.
Now is a time when we do need to exchange information and opinions...good and bad if appropriate...trying to get to the truth about what's going on, what it means and what it's worth. JMHO.
It's mislabeled on the OTC Disclosure & News as a Q but is actually amendment of the 2022 Annual Report. There is no mention of the separate 2022 audited fins previously prepared by Blaze Gries, CPA. (Yes, I'm aware he reportedly sold his practice and maybe went BK, but I haven't seen a recission of his audit report.) JMHO.
At the top of the amended report, it says the amendment is to recognize Series F Preferred shares subscribed sometime in 2022. See pages FS-43 and 44. It appears that Series E and F are sometimes used interchangeably, making for some confusion. They used Series E Preferred in 2021 and 2022 to raise $1 million for 2.5 million shares each year. Why use Series F's now? JMHO.
I suggest reviewing the signature blocks on pages FS-26 and 27. Supposedly, CC signed this report. I wonder if he knows. JMHO.
Well, how about that. All the criticism and bashing by a few and directed at anybody who has bought the stock, and we're up 39% from the open on 21.6 million shares traded. JMHO.
Correction: Exhibit 9, not 8.
I suspect you and I-glow know that what matters is the ownership of the rights to make, produce, use and sell, etc. under protection of a patent, not the actual ownership of a patent itself. JMHO. In fact, once an exclusive right is granted (assigned), the owner typically has no rights other than those reserved in the terms of the assignment. JMHO. So, to keep saying that ENZC doesn't own the patents may be true, but it is misleading because what they do own are the rights to those patents according to the licensing documents (assignments), assuming the documentation matches ENZC's representations. JMHO.
In this case, Harry Z's trust has assigned those rights to VIRO, which was and still may be a subsidiary of ENZC. Those assignments and an application for a multiple sclerosis patent assigned by Harry individually are attached to the BCA as exhibit 8. Note: the multiple sclerosis application has been reported in the ENZC reports as a provisional patent application, but the assignment is for "U.S. Application No. 63/123,341" filed 12/9/2020 and is a different number than the provisional patent application. Presumably, the new application was filed after the provisional expired. JMHO.
If you can find that these assignments are not legitimate, then you may have something, and I might agree with you, otherwise IMO you're talking BS about the patents and what ENZC or VIRO own.
How about this one? zhabilov@att.net
https://www.otcmarkets.com/stock/ENZC/profile
Agree there's not much there. Maybe the form of IPF as a pill and lozenges is new, and what's this "partnership" with Dr. Lachezar Ivanov? Is it exclusive or is he inside SAGA or VIRO? He's on the BOD of ENZC.
It repeats some support for ENZC as a sales, marketing and distribution arm of VIRO's products, but is it exclusive and when, where and how with projections would be helpful for both VIRO and ENZC.
More needed from ENZC, including what's in BGEN, what they are going to do with it, who's managing it and what is the status of CC and JC.
Notice where the PR is issued from.
Lastly, what does this mean, are they looking for another merger or to be acquired, and what is the status of the GLD lawsuit and listing?
Thanks for acknowledging my posts, but for the 2nd time you've used my post and added your assumptions/conclusions as though they were mine and they are not. I would appreciate it if you wouldn't do that. Take responsibility for your theories.
In this case, (1) I did not reach the conclusion that the agreement behind the 4 of them accepting the BCA and exchanging their Series A Preferred was intended to allow CC and Chandra to do anything other than to (a) continue what they were doing at ENZC, except as officers of BGEN instead of ENZC, with BGEN operating autonomously from Harry and VIRO while both were under the umbrella of SAGA, and to (b) screw the non-management common shareholders by taking 20% (9 million shares) of the deal off the top and then participate in the dividend distribution with their Series B's and C's, thereby greatly reducing the non-management common shareholders' share of SAGA ownership. That is a move that I think was grossly greedy and I suspect may be challengeable because of what appears (IMO) may have been accomplished in a negotiation that appears to have been less than arms-length. Basically, you can get anything you want when you're dealing with yourself. We have the GLD lawsuit allegations within their claims to thank for that insight. So, if SAGA survives, the deal has got to be renegotiated. JMHO.
If it turns out that CC and JC have also left BGEN, then I'm guessing it is the result of something else that happened between them and Harry after this deal was struck and we don't know what caused it, but it wasn't set in stone with that exchange of Series A Preferred agreement I posted about. (2) Deals between companies are usually developed and committed by the officers and BOD's of each company before notices to shareholders. (3) Some posters have alleged that Harry got control by some kind of trickery, but the documents don't support that, which was the point of my post. That's not intended to be a defense of Harry. It's just what appears to be correct. JMHO.
However, for the conspiracy theorists out there, it does occur to me that ENZC's CEO would be the person to exercise its option to drop all 3 entities (BGEN and VIRO and ENZC) out of the SAGA deal. If CC had not done that earlier (and I wish he had) but wanted to now, against Harry's wishes, then it's possible Harry might have used the change of control he gained with the exchanges of Series A Preferred to call a special meeting and elect himself as CEO of ENZC and effectively block CC from opting ENZC and VIRO out of SAGA. Further, since all 3 entities approved selling the subs to SAGA, it's possible that each also had the option to exit the SAGA deal on their own or maybe via agreement with Harry. So, what may have happened is that CC opted BGEN out of the deal, resulting in the Novation agreement, and if that's what happened then it follows that CC must still be with BGEN. That's not to say that your suspicion of CC leaving and taking BGEN's IP with him couldn't have happened. We don't know the facts yet. JMHO.
BTW, if anybody else has any other reasonable theories about this, I'd like to consider it, and if there is a link to any PR or other information that says CC and JC have left BGEN please post it. I'm only aware of Chandra leaving and we still don't know why that happened.
Here are your assumptions/conclusions, erroneously implying they came from me:
You're right. I guess I was "jumping the gun" on that one.
My concerns as well. Here we have SAGA saying all IP is still in BGEN and it has left SAGA for ENZC. So now I guess we need to know whether everything was in BGEN when it arrived at ENZC (a silly question, but important to confirm given the recent activity). JMHO.
We need a definitive PR from ENZC about exactly what assets it has, including what's in BGEN and what they plan to do with it. Further, we need to know the status of CC and JC with BGEN and the 2022 and 2023 assignments of the 3 patent applications to BGEN. JMHO.
Where is the 2024 ENZC 1Q Report and financials?
2 questions: (1) While an investor with BioClonetics, what did you think of the way Charles managed the company and was he fair to stockholders?
(2) How did you calculate the 81,000 shares in Option 3?
TIA.
Just 2 or 3 days ago, SAGA issued a PR stating that BGEN was out of the deal and was returned to ENZC with its IP, patent applications and some work in progress and even put a value on BGEN of $160 million.
Now, you and Dyno are saying CC and Chandra somehow stripped the IP and AI out of BGEN without giving compensation to either BGEN or ENZC, which spent millions over the last 3 years developing the IP and AI and made numerous representations that it all belonged to ENZC, even after attaching the 2022 and 2023 executed assignments of the patent applications from them (CC, JC and Chandra) to BGEN only 6 months ago in the BCA.
If they did this, I suspect there might be some significant legal issues associated with that act. Don't you? Is this just your speculation, is it inside information or is it something you've picked up from some source you think is reliable? I want to know.
I'm not saying it can't be done, eg, BGEN can miss on the terms of the assignments, but then there can be issues of right of ownership since they were employees of ENZC and ENZC foot the bills. Or maybe there was some agreement between them and Harry, in which case I would think all of them would have a legal problem, maybe with a lot of us.
So, which is true? I'd like to know more. All JMHO.
Mutat, If you're asking about what IP went back to ENZC in the Novation, SAGA didn't specify anything, and I don't think ENZC has put out a PR about it yet. We all would like to know!
https://finance.yahoo.com/news/sagaliam-acquisition-corp-announces-novation-120000626.html?guce_referrer=aHR0cHM6Ly90LmNvLw&guce_referrer_sig=AQAAADFHcsh9wLllAx0AG-c48DZwQHRN7qYPPX7TEsIpag8GDFxMndrqqQ-yDM5PZxQgQpQC_NTZdsKbc3G_LwbrMS_4MXrF0k_P48KZpJONi22bF2yia0IXetmHu-GKEZdsz2bCeep19vBXh13wpZ0UO5aKjDvolYvWrZlTfjGLCymO&guccounter=2
Filing a franchise Tax Return in Texas is not a big deal. Now that BGEN is back under ENZC, they should file it immediately. Maybe Steve is not aware of it. Here's a little help.
https://comptroller.texas.gov/taxes/franchise/forms/2024-franchise.php
Thanks. I try to keep it realistic and meaningful if possible. My opinions are JMHO.
Re your comments about the CEO leaving, I wonder why the 30 delay in reporting it as well. Should have been reported by the next day, if not immediately, IMO.
Do you know if Paul continued on with IMMB as a director or in any other capacity? It looked like he and his wife both left once the merger of their company with IMMB was complete. I'm wondering if he got the 6 million Series A's from an old debt or deal with Harry or if it's a recent acquisition. Harry has made a point of raising Paul's name both in a PR or note attached to some other filing since the SAGA BCA was announced and now in the Supplemental. I suspect he's done that for a reason.
I asked the same question when I found a similar name in a subsequent event footnote (Page FS-8) in Notes "For the Periods Ending June 30, 2023 and 2022" attached behind the September 2023 fins attached to the ENZC 3Q Report. I couldn't find anything on him at the time, but now it appears his name may be Felizian Paul, and I did find something on a person with that name, but it appears to be old info. Thanks to Natty White's post, the IMMB 10K he referenced shows that Paul was a director, and his wife Alie Chang was CEO, of a company back in 2008 that merged with IMMB. International Technology Systems, Inc, which ties to the info on Paul in the link below. They both resigned from ITSI with the merger. Don't know why he's in ENZC now, but the old link indicates he has (or had at the time) Chinese connections. FWIW, decide the value, if any, of this information for yourself. I have no opinion at this point.
http://www.walkersresearch.com/profilePages/Show_Executive_Title/Executiveprofile/F/Felizian__Paul_100001732.html
It is peculiar that only Harry's Trust's 7,200,000 Preferred A's are recognized in the insiders' share disclosure in the 2023 Annual Report, but he is clearly mentioned in the Supplement filed.
https://www.otcmarkets.com/otcapi/company/financial-report/398927/content
https://www.otcmarkets.com/otcapi/company/financial-report/387028/content
No, I don't have any means to know who trades.
I'll defer to your knowledge about what the NASDAQ will or will not do, but I agree the double dipping has got to be eliminated. That can be done by either cancelling the 9 million share deal or forcing the exchange to include BOTH the Series A's and B's. From my calculations several months ago and working off of the 6/30/23 balances, the B's held by management can convert to about 3.9 billion shares, or about 50% of total of fully diluted shares as of 6/30/23, although some have already been converted to common and likely sold since then. JMHO.
I think they may be vulnerable on this issue and consequently better do something about it. JMHO. I have long questioned how they got that deal and that the negotiations may not have been at arm's length. The GLD lawsuit revealed some information we otherwise may not have ever learned. JMHO.
Not to my knowledge.
FWIW...from today's PR:
https://finance.yahoo.com/news/sagaliam-acquisition-corp-announces-novation-120000626.html
Apparently, BGEN still has all its IP and assets:
Yes, that's got to change, IMO. Maybe they get around that for now by having SAGA handle it, but I'd like to see how they will characterize and justify it.
Docsetc, I am not at all in the camp that BGEN is an empty shell or that the IP is gone. I don't see any proof that BGEN doesn't have its IP or that CC or JC have left BGEN.
A couple of posters appear to have misunderstood my post about the change in control or are spinning a loss of the IP due to their own speculation.
I suggest you and Dyno read my post about that again. Nobody gave Harry any additional Series A Preferred shares and I'm not saying the Cotropia's gave up their Series A's in ENZC in order to get anything out and away from BGEN. The projected structure of SAGA at the time of the 9/15/23 BCA with the subs appeared to allow the Cotropia's to operate BGEN and separately, Harry to operate VIRO under the umbrella of SAGA, at least for a while (possible spinoffs or sale of either sub to a 3rd party) versus the 2 groups having to continue to operate together under ENZC. JMHO.
All 4 principals gave up all or part of their Series A's in ENZC in exchange for stock in SAGA, which gave them 20% of the 45 million shares. IMO, that was a preference to ENZC's principals over us non-management common shareholders and I don't think it was fair to us. If they were going to get any preference at all, they should have included all of their Series B Preferred stock in that exchange as well. The Series B's already have a preference in that they convert to 10 common shares/each Series B Preferred. However, this is a different issue from my post, and I might later pass on my thoughts about how they got such a sweet deal. JMHO.
No, Clone 3 was developed by the Cotropia's. Don't know if Clone 7 was theirs alone or if it includes something of Harry's, such as ITV-1.
CC, JC and Chandra still have their Series B Preferred in ENZC unless they have converted and sold since 12/31/23. (See the Annual Report) However, I don't see where CC and JC have left BGEN as officers and directors. Obviously, they are no longer officers or directors of ENZC, but is there a link to confirmation they have also left BGEN? The sales price adjustment without BGEN is $160 million, so if the IP is not in BGEN now, where's the $160 million or some other compensation?
IMO, Harry got control of ENZC by virtue of the adjustments in the Series A Preferred stock when they negotiated the BCA with SAGA. You can see this by looking at the BCA and comparing stock ownership disclosures in the 2023 3Q and the 2023 Annual Report which includes the 4Q.
IMO, the relinquishment of control of ENZC to Harry had to be by agreement among them because the adjustment in the Series A structure was a part of the 9 million SAGA shares (ie, 20% off the top of the 45 million shares for the subs) the 4 principals got in the SAGA deal. Look at the numbers. They each gave 11.7 million Series A's in exchange for 2.25 million SAGA shares. That left Harry's Trust with 7.2 million Series A's and the Cotropia's and Chandra with zero Series A's, leaving Harry's Trust (and this Mr. Paul) as the only owners of Series A Preferred and, thus, in control of ENZC. Prior to this agreement, the Cotropia's and Chandra controlled ENZC with 35.1 million to Harry's Trust's 18.9 million Series A Preferred. (When and how Paul got the Series A's is unknown...must have come from Harry or his Trust somehow, but they aren't disclosed on the Schedule on p. 25 of the Annual Report.) JMHO.
Another indicator of cooperation IMO is that Chandra did not have an equal number of Series A's or Series B's with the Cotropia's, but he got an equal number of SAGA shares as CC, JC and Harry...2.25 million. So, it looks like CC and JC gave him some of their shares (both Series A's and B's) to make his share totals equal to theirs. So, CC, JC and Chandra exchanged all of their Series A's (11.7 each, totaling 35.1 million shares) and Harry's Trust put up the same number of Series A's (11.7 million), leaving his Trust with the remaining 7.2 million. JMHO.
I also thought it would be just a matter of time after the closure with SAGA that CC, JC and Chandra would resign from ENZC and focus on BGEN, leaving Harry in control of ENZC. So, I'm not surprised about their leaving ENZC. The filings say the Cotropia's and Chandra were "removed" as officers and directors of ENZC on March 25, which is 6 days after the 3/19 special meeting and about 30 days before these filings. (Why the 30 day delay to report the Cotropia's and Chandra are out?) That's a harsh way to describe their exit from ENZC but was it for cause or camouflage for what was agreed anyway? JMHO.
Yep. That's what I'm trying to do.