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Faro's motion to dismiss will be heard on August 5th. From what I read without looking at the case law they cited I am not concerned.
Yman.
Not true unless there was an agreement transferring the patents back to them. The patents are an asset of the company.
Patents cannot be granted / issued in an entity name they can only be granted / issued to an individual. As an example ever patent ever issued to Apple was issued to the individual who invented it and then he/she assigned it to Apple. Although there is a clear trail of Bret stating the patents were granted to the company its not true. However his statements make it clear that the patents were the property of the company and further clear that millions of dollars were invested in the company believing that.
Patents cannot be granted / issued in an entity name they can only be granted / issued to an individual. As an example ever patent ever issued to Apple was issued to the individual who invented it and then he/she assigned it to Apple. Although there is a clear trail of Bret stating the patents were granted to the company its not true. However his statements make it clear that the patents were the property of the company and further clear that millions of dollars were invested in the company believing that.
Is anyone aware of any PR or other writing that Nano released talking about testing the N-Assay on patients? I thought I remember something that talked about Faro using it on his own patients. It would be extremely helpful if they were diagnosing patients without the required FDA research approval.
I believe the last paragraph beginning with " Patents granted to NanoLogix...." is very problematic for them. I believe that statement out of Bret's lips is enough to get the court to issue an order that will prevent the sale or otherwise transfer of at least the N-Assay patent during the course of the litigation. Having said that it would be very helpful if anyone knows of any other similar statements that would state or imply Nanologix has an interest in the patents please post it/them here.
On another note, if anyone has the eviction court documents establishing the problem with serving Bret with the complaint and the courts order permitting email and/or certified mail service it will be very helpful.
I was provided with a Notice of Appearance yesterday by a very prominent New Jersey law firm that the Faro's have retained as well as a motion filed with the court that seeks additional time to June 24th to file an answer to my complaint and to comply with the courts order for us to meet to discuss a settlement. I have advised the attorneys and court that I do not object to their request and look forward to that discussion.
During the course of these events, and until their resolution, we did not believe we could approach investors for funding necessary for the further development of the technology.
The reason they could not approach investors is that the company no longer existed, it had nothing to do with those events if those events ever existed. Even if they did approach investors who in their right mind would invest in a company that hadn't filed franchise tax returns since 2015 and was voided by Delaware approximately 3 years before those alleged events? It is the same reason that the company was delisted by FINRA it had nothing to do with the $10,000 fee. The reason it was delisted was the new FINRA rules required that the company's provide a current financial statement that was reviewed by a CPA. Because the company was voided by Delaware in 2018 there is NO CPA that would have reviewed and opined on a financial statement of a company that no longer existed. It is the same reason that I believe Bret and possibly others will when the SEC gets around to it will be criminally charged for filing a Form D with the SEC to raise the $3m that they knew falsely stated that the company was registered and existed in Delaware. It doesn't matter whether they raised any of the funds. if you break into a bank but can't open the safe you're still going to be charged with bank robbery.
The bigger problem they have which is criminal is that they filed that form with the SEC stating that at the time Nanologix was a Delaware Corp when it was actually void. It doesn't matter whether they sold any of those shares or the price it is a clear fraud. How do you sell shares in a company that doesn't exist?
I am using process servers. It cost me almost $400 to have the Faro's served. Because Faro was served on Friday he has until the 11th to respond to the Order to Show Cause issued by the Court to argue why the Court should not order that he can not sell or otherwise transfer the patents. If the Court does order that it wont matter how long it takes to serve Bret because Faro will be prevented from selling or transferring his interest in the patents and its doubtful that anyone would be interested in acquiring just Bret's interest.
Although some have suggested that this litigation will be drawn out as you can see the Court has given them just 10 days to respond to the OTSC. While I expect they will file a motion to dismiss the action it is unlikely that a court dismisses an action prior to discovery ie interrogatories, depositions, etc being conducted. I am not sure how Faro would expose himself to discovery where he and his father will have to explain how they accepted and served as directors while the company was voided by Delaware; how it knew or should have known the company had not filed with Delaware since 2015; if they purchased the options for the 3m shares that the related press release suggested was evidence of their confidence in the company; if they resigned as directors and if so why they didn't announce it as required by SEC regulations; did they participate in any director meetings and if not what efforts did they take to compel Bret to call meetings; why during their directorships were there no shareholder meetings conducted, and what knowledge did they have about the alleged FDA and SEC investigations during COVID which it was reported was the reason for the lack of any progress during that time. In short, not only did the Faro's do anything to protect the shareholders they sat back, patted Bret on the back and allowed him to defraud them. Not sure if proven before the Court how the penalty would not include the assignment of the patents to the company / shareholders.
I am using process servers. It cost me almost $400 to have the Faro's served. Because Faro was served on Friday he has until the 11th to respond to the Order to Show Cause issued by the Court to argue why the Court should not order that he can not sell or otherwise transfer the patents. If the Court does order that it wont matter how long it takes to serve Bret because Faro will be prevented from selling or transferring his interest in the patents and its doubtful that anyone would be interested in acquiring just Bret's interest.
Although some have suggested that this litigation will be drawn out as you can see the Court has given them just 10 days to respond to the OTSC. While I expect they will file a motion to dismiss the action it is unlikely that a court dismisses an action prior to discovery ie interrogatories, depositions, etc being conducted. I am not sure how Faro would expose himself to discovery where he and his father will have to explain how they accepted and served as directors while the company was voided by Delaware; how it knew or should have known the company had not filed with Delaware since 2015; if they purchased the options for the 3m shares that the related press release suggested was evidence of their confidence in the company; if they resigned as directors and if so why they didn't announce it as required by SEC regulations; did they participate in any director meetings and if not what efforts did they take to compel Bret to call meetings; why during their directorships were there no shareholder meetings conducted, and what knowledge did they have about the alleged FDA and SEC investigations during COVID which it was reported was the reason for the lack of any progress during that time. In short, not only did the Faro's do anything to protect the shareholders they sat back, patted Bret on the back and allowed him to defraud them. Not sure if proven before the Court how the penalty would not include the assignment of the patents to the company / shareholders.
Update. Both Jon and Sebastian Faro have been personally served with the complaint and the Court's order. Per the order they must enter into a settlement discussion with me and if not successful file an answer with the court by June 11th stating why the court should not order that the patents shall not be sold or otherwise transferred until resolution of the litigation. Although Bret has evaded service so far it does not relieve Faro's of their obligation to file answers by the 11th.
I received the following Order from the Court with respect to the Order to Show Cause (OTSC) I filed which seeks to prevent the negotiation, sale or transfer of the patents until the underlying litigation is resolved. The OTSC can be viewed at nanologixlitigation.com.
The Court has reviewed Plaintiff's Proposed Order to Show Cause accompanying the Complaint filed in this action (ECF Nos. 1, 1-2). Plaintiff shall serve both documents upon Defendants within seven (7) days. The parties shall meet and confer in an effort to resolve the issues presented in this action. In the event a resolution cannot be reached, Defendants shall file a response to Plaintiff's Proposed Order to Show Cause within ten (10) days of service. So Ordered by Judge Claire C. Cecchi on 5/31/2024. (jl, )
What's interesting is that since the company no longer exists and there are no officers or directors left it has no standing to oppose the action. In other words unless there is a procedural error with the filing I believe the Judge will grant the requests for an order granting the request as it relates to the company, ie shareholders meeting, copies of books and records, etc. Although I assume Faro and Bret will oppose it and seek a dismissal of it against them it is unlikely the Court will grant it without 1st allowing discovery ie depositions, interrogatories, etc. which I believe would be problematic for them as it will reveal all the skeletons in their closets, not to mention they risk the court ultimately finding that the IP belongs to the company without any consideration to them. Why they would risk that when I do not think anyone would be opposed to a settlement that would provide the company with rights to the IP in exchange for financial consideration to them is beyond me.
I have received an acknowledgment from the New Jersey District Court that the complaint was received and docketed under 2:24-cv-06012-CCC-CLW.
I have received an acknowledgment from the New Jersey District Court that the complaint was received and docketed under 2:24-cv-06012-CCC-CLW.
Med Vet ... would enjoy talking to you. tom@nanologixlitigation.
A copy of the final Complaint and Order to Show Cause has been posted to nanologixlitigation.com.
The Complaint and Order to Show Cause has been sent for filing in Federal Court - District of New Jersey. The final copy will be posted @ nanologixlitigation.com.
As previously stated the only purpose of the Complaint is to seek the court's intervention (1) in deciding who owns or what rights the company, J Faro and Bret have to the technologies and (2) allowing the shareholders to decide if and how the company should be reorganized.
With respect to the question or concern about timing, I anticipate the Court will set a date within 10 days of the receipt of the complaint that the defendants will be ordered to appear in New Jersey to argue why the court should not temporarily bar them from negotiating the sale of, or selling or transferring the technologies or underlying intellectual properties until such time as the matter can be tried and a decision is rendered by the court. I look forward to, as I assume you do, to a resolution of who owns or what rights the company may have in the patents.
Tom
The complaint is self explanatory. The only thing going on is I am asking the court (1) to decide who owns or has the rights to the patents and until it can make that decision to prevent Bret or Faro from negotiating the sale or transfer of them, AND (2) to order a meeting so the shareholders can decide if or how the company is reorganized. No where in the complaint do I seek any personal benefit. Assuming the court does that, at that point I and possibly other parties be it Bret, Faro, etc will have an opportunity to present a proposal to you the shareholders to reorganize the company. My proposal backed by millions of dollars will include an assurance of retention of 100% of the stock shareholders own today and a relisting of the shares OTC.
in the meantime I have communicated to Bret and Faro that I would be interested in considering any proposal they may have to avoid protracted litigation.
This will be my last communication here. If/when I have an update it will be posted @ nanologixlitigation.com.
Thanks
Tom
A new legal action against Nanologix, Inc, Bret and the Faro's is being filed in Federal Court - District of New Jersey. The complaint can be viewed at nanologixlitigation.com. The complaint alleges, in part, that Nanologix, Inc is the rightful owner of the n Assay and RVA patents and therefore the Court should order an assignment of them to Nanologix, Inc.
In view of the fact that Bret has announced he has resigned from being an officer and director as of 12/31/23, and the Faro's were never duly elected to serve as directors and/or resigned, the Complaint / Order to Show Cause seeks an order of the court (1) precluding Bret, J Faro and/or any other 3rd party from discussing, negotiating, transferring or selling the patents, (2) appointing a receiver or other person(s) to take control of the company, its assets and affairs, and (3) the scheduling and conducting of a shareholders meeting.
The filing of the complaint and Order to Show Cause is straight forward with the only purpose(s) being for the court to intervene on the issue of who owns the patent(s) or the rights to them and to allow the shareholders to decide if and how the company is reorganized now that all officers and directors have abandoned the company.
I look forward to working with ALL shareholders in an effort to finally resolve these matters.
Tom
Go roll your life savings A hole.
go roll your savings A hole
The following communication was sent to Pomerantz LLP, who is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++
Dear _____________.
I am aware of your investigation of Cytosorbents (CTSO) which is long over due. I am a 20+ year veteran of the medical technology industry with a unique interest and knowledge of the CTSO technology. For years I have been opining that their technologies are nonsense and would never obtain FDA clearance.
On another note, I have been recruited by certain shareholders of a company known as Nanologix, Inc. (NNLX) to opine on the value of certain technologies, allegations of fraud and criminal misconduct of the company’s officers and directors. NNLX has purportedly developed two unique patented technologies for the rapid detection of bacteria and viruses. The company claims that its N Assay technology can rapidly not only detect COVID it is the only self administered test that can determine if a subject is contagious, within minutes. As you can imagine if proven to be true the value of the technology and enterprise would be enormous.
By way of background, NNLX was a BB traded company up until FINRA imposed new rules that required companies to provide CPA reviewed financial statements. In response to that requirement the company advised shareholders that it did not have the funds to comply and as a result the company would be delisted from the BB. Obviously the delisting caused significant harm to the shareholders. For well over a year now the company has not traded nor has the company provided any information or guidance to the shareholders despite their numerous requests. Although we have no way of knowing for sure it is believed that the true reason the company could not comply with the requirement to provide reviewed statements had nothing to do with the lack of funds to pay for them and more to do with the fact that a CPA would never sign off on the statements of a voided, nonexistent corporation as discussed below.
Upon being asked to give my opinion of the technologies and overall company I began by checking the company’s status with the State of Delaware which established that (1) the company had not filed Franchise Tax Reports since 2015; (2) that > $400,000 in taxes is past and remains due and (3) the corporation was voided in March of 2018 due to the non-filing and non-payment. Further investigation has established that while the corporation was in a voided status which it remains in, the company filed a Form D with the SEC notifying it and the public of its intention to raise $3mm. As I am sure you are aware that Form D requires a certification by a qualified officer and the directors that the company was in good standing in the State of Delaware. Although the CEO and directors provided that certification the record establishes it to be false. It should be further noted that the Company reported that a portion of the $3mm was actually raised.
Despite the fact that the company has been voided in Delaware since 2018 the company through its CEO and directors have authored and published glowing Press Releases about its technologies; potential research, distribution and fund raising agreements with multinational firms that never came to be. As an example, one press release reported that the only two directors exercised options on millions of shares which provided the company with the funds to continue the development of the N Assay technology and suggested that it “reflects their belief in the NanoLogix rapid viral detection technology and its potential”. Not surprisingly over the following days after that PR was released the price per share and volume significantly increased. As the company has refused to provide even the minimal financial information there is no way to know if the exercise of the options albeit in a voided company every took place although one of the directors recently disclosed they only owned “a couple hundred thousand shares”.
With respect to those directors who are both physicians, they are father and son. The son is a coinventor of the technologies. It appears from PR’s published by the company that both were appointed in 2020 years after the corporation was voided. At no time during their tenure was a directors or shareholder meeting held. It wasn’t until I advised them that the corporation was voided years before they were appointed that they resigned, although they never stated the reason for their resignation nor was their resignation ever made public. It should also be noted that most recently the company was evicted from its leased space and on 1/16 a hearing will be held to determine the amount of judgment.
Although I understand that claims against the voided corporation would be fruitless it is my understanding that Delaware law would allow for claims against the officers and directors personally. Although I do not know the financial position of the CEO who is the only officer it is believed that the two directors are financially well healed prominent physicians.
If after your review of the facts and circumstances provided above you believe your firm would have an interest in representing the shareholders in this matter I would look forward to such a conversation.
Thank you for your time and consideration of this matter.
I remain,
Thomas J Fagan
I am troubled? You are the one who lost your entire investment due to a conman, I lost nothing. I am the one and the only one that might have given you a chance to recoup your investment but after you're bullshit if I am successful I assure you you will not be involved. Go roll your the rest of your life savings and say hello to uncle Bret for me.
DP...go roll the rest of your life savings in that round cylinders. You're a f ing idiot.
I am aware of him and in fact trying to get contact info for him. There is no such thing as a director in name only. If he was a director at anytime during this scam and sat back and let Bret fail to file and pay taxes he is as responsible as the Faro's. I am sure the authorities are aware of his involvement.
Jon Faro made a huge mistake trying to intimidate me by going to the NJAG..............HUGE. He used to tell me he had no time to speak because of his patient schedule. LOL. I have a sneaky suspicion his schedule will soon be interrupted by consultations with attorneys in an effort to keep him and his 82 year old father out of jail. He's put me on a mission that will leave no stone unturned. Make no mistake about it he and his father who sat back and allowed Bret to con the shareholders is just as responsible as the conman. How they can walk away from an agreement that would give him and his 82 YO father general releases not to mention significant upfront cash is beyond belief unless Bret has something on them. Stay tuned we will soon know who sold all those shares in the voided company after their glowing PR's. Maybe Faro's? Maybe Bret? Maybe that's why Faro conditioned any agreement on Bret's approval? All of this nonsense while COVID once again is spreading like wildfire and becoming a significant national health threat. If they were smart they would end this lunacy accept the proposed agreement or some variant of it and concentrate on getting N Assay into the marketplace not only to potentially save millions of lives but make amends with you the shareholders whom they defrauded.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
STATION PLACE
100 F STREET, NE
WASHINGTON, DC 20549-2465
Office of FOIA Services
January 8, 2024
Mr. Thomas Fagan
RE: Freedom of Information Act (FOIA), 5 U.S.C. § 552
Request No. 24-01084-FOIA
Dear Mr. Fagan:
This letter is in reference to your request, dated and
received in this office on January 5, 2024, for investigations
concerning Nanologix, Inc., since May 2020.
We will be unable to respond to your request within the
Freedom of Information Act's twenty day statutory time period, as
there are unusual circumstances which impact on our ability to
quickly process your request. Therefore, we are invoking the 10
day extension. These unusual circumstances are: (a) the need to
search for and collect records from an organization geographically
separated from this office; (b) the potential volume of records
responsive to your request; and (c) the need for consultation with
two or more other offices having a substantial interest in either
the determination or the subject matter of the records. For these
reasons, we will process your case consistent with the order in
which we received your request.
Please be advised, we are consulting with other Commission
staff regarding information that may be responsive to your
request. We will advise you of our findings, as soon as we
receive a response.
Mr. Thomas Fagan 24-01084-FOIA
January 8, 2024
Page 2
If you have any questions, please contact neilsonc@sec.gov
or (202) 551-3149. You may also contact me at foiapa@sec.gov or
(202) 551-7900. You may also contact the SEC’s FOIA Public
Service Center at foiapa @ohbaby1994. For more
information about the FOIA Public Service Center and other
options available to you please see the attached addendum.
Sincerely,
Curtis Neilson
FOIA Research Specialist
Enclosure
ADDENDUM
For further assistance you can contact a SEC FOIA Public
Liaison by calling (202) 551-7900 or visiting
https://www.sec.gov/oso/help/foia-contact.html.
SEC FOIA Public Liaisons are supervisory staff within the
Office of FOIA Services. They can assist FOIA requesters with
general questions or concerns about the SEC’s FOIA process or
about the processing of their specific request.
In addition, you may also contact the Office of Government
Information Services (OGIS) at the National Archives and Records
Administration to inquire about the FOIA dispute resolution
services it offers. OGIS can be reached at 1-877-684-6448 or via
e-mail at ogis@nara.gov. Information concerning services offered
by OGIS can be found at their website at Archives.gov. Note that
contacting the FOIA Public Liaison or OGIS does not stop the 90-
From: tom@uvceuticals.com
Sent: Saturday, January 6, 2024 6:29 PM
To: 'termislevy@gmail.com'
Subject: Att James March
Dear Mr. March.
I am a plaintiff in an action against Bret Barnheiser individually filed in the Court of Chancery in the State of Delaware. It was filed against Bret and others personally due to the fact that Nanologix was voided by the State of Delaware in 2018 due to its failure to file franchise tax returns and pay > $400,000 in taxes since 2015. In other words the company has not existed since 2018. I am not sure what effect that may have on your litigation other than in my opinion Bret, etal may be personally responsible for any debt due to March Development. I have attached documentation from Delaware evidencing same.
On another note, as it appears that the company is judgment proof if in the event you have obtained or will be granted a judgment against it I would be interested in discussing with you how we might collaborate to reach our respective goals. In the event you have such an interest I look forward to hearing from you.
Thank you.
I remain,
Thomas J Fagan
From: tom@uvceuticals.com
Sent: Saturday, January 6, 2024 6:29 PM
To: 'termislevy@gmail.com'
Subject: Att James March
Dear Mr. March.
I am a plaintiff in an action against Bret Barnheiser individually filed in the Court of Chancery in the State of Delaware. It was filed against Bret and others personally due to the fact that Nanologix was voided by the State of Delaware in 2018 due to its failure to file franchise tax returns and pay > $400,000 in taxes since 2015. In other words the company has not existed since 2018. I am not sure what effect that may have on your litigation other than in my opinion Bret, etal may be personally responsible for any debt due to March Development. I have attached documentation from Delaware evidencing same.
On another note, as it appears that the company is judgment proof if in the event you have obtained or will be granted a judgment against it I would be interested in discussing with you how we might collaborate to reach our respective goals. In the event you have such an interest I look forward to hearing from you.
Thank you.
I remain,
Thomas J Fagan
Only an A Hole could look at all the criminal activities that caused the total loss of their investment and defend the conman who caused it unless that A hole and conman are related. Go wrap your coins
Maybe if your brother, father, son, cousin or whoever Bret is to you would release the shareholder list which his dog probably ate I could communicate with the shareholders directly. And maybe if your brother, father, son, cousin or whoever he is to you had filed 8 years of tax returns and paid $400,000 in taxes which caused Delaware to void the company and your investment I wouldn't have to communicate at all. Go wrap the rest of your life savings in those round paper wrappers and deposit them in the bank. You're a A hole
They had an obligation to disclose it just like when a public company parts ways with its accounting / auditing firm they must disclose if it was due to any disagreements. It amazes me the Faro's are unconcerned.
The Directors' action reflects their belief in the NanoLogix rapid viral detection technology and its potential......................isnt it amazing the shot shot up on heavy volume it had never seen before after that rosy PR? Not good for the Faro's
I understand that what you were saying. Bret will come up with all kind of excuses to keep himself out of jail even his dog ate the 2015, 2016, 2017, 2018, 2019, 2020, 2021 and 2022 tax returns and the $400,000 in checks. lol He's going to jail
Although true the Faro's as directors of the company probably didn't know the company was void, that bret never filed tax returns since 2015; that $400,000 in taxes was due from before they ever became directors; that Bret inserted their names into the fraudulent Form D with SEC to raise $3mm without them knowing about it; that the delisting has nothing to do with $10,000; etc etc. Stupidity and ignorance are no defenses to serious securities violations. To make matters worse, when Faro's found out about all of Bret's scams and cons and they resigned due to them they had a legal obligation to the shareholders and investing public to tell that everything at NNLX was not ok. Wouldn't you as shareholders would have liked to know why they mysteriously resigned after all their rosy PR statements that everything was great at NNLX? The law requires it! If they were smart, to reduce the potential wrath of federal authorities they would tell the investing public why they resigned so abruptly before its to late. I'm sure even shallow pockets would like to know. I would hate to see an 82 year old man who appears to have a stellar reputation as a doctor lose his freedom but unless he rights his wrongs it could happen.
Bret will blame covid? Covid didnt appear until 2020 so yes I guess that the tax returns were not filed since 2015 and $400,000 was owed for taxes 2 years before covid appeared makes sense it was covid's fault. lol. I can't say to much but I suspect he's going to be indicted and be going to jail.
Omar. Thats a great question but don't know but suspect the authorities may be looking at. However its tough to prosecute someone because of opinions but very easy to prosecute when you imply to shareholders or those buying that everything is great and you file to raise $3mm when you know the company doesn't exist. I would think that if there is an investigation going on by the feds of Bret and the Faro's they are probably concentrating on that and MAYBE even who sold all those shares during all the COVID BS PR's when the stock went from nothing to $.185 on high volume.
As I suggested to Jon Faro if I were him I'd be trying to work out an agreement with the shareholders so when/if the feds come calling he and his 82 year old father who will claim ignorance of Brets action/inactions can attempt to claim they did the right thing.
Faro's telling me to get lost was a big favor to me and the NNLX shareholders other than you of course because we are going to own the technology without paying them any consideration while Bret and Faro's sit in jail. Stay tuned