BioAmber Inc fka BIOAQ

[trader59]

I keep going back to the LOI from Visolis that stated “Investment in BioAmber, Inc”. The Visolis Transaction was mentioned early in the monitor reports but it completely changed to the LCY Transaction for the tangible assets by the time the CCAA ended. Odd. Let’s look at some connections.

Only the subject line of that letter said that, the body of the letter, the actual content, offered $4.34M for the assets of BioAmber, and that's what happened. The monitor called the transaction the Visolis Transaction and defined what that meant more than once. The lawyer for LCY called it the LCY transaction (did we really expect him not to use his own company's name?) but clearly referred to the same (and only) transaction, the purchase of the assets in the liquidation. That lawyer merely assumes the recipient/reader has actually read through the court records on the bankruptcy and knows what happened.

DSM owns the only fermentation plant (formerly Amyris) in Brazil that I know.
Reverdia (DSM/Roquette JV) and Visolis (Visolis BV created in Feb 2018) shares the same address/space at the Galeen Research Campus in the Netherlands. DSM then dissolves Reverdia last year in April 2019 with intentions to be exclusive licensor of that yeast technology.

President of Visolis/Visolis BV Deepak Dugar worked at DSM early in his career. The VP of Business Development at Visolis/BV is Erik Rutten, former Sr Investment Manager and VP of R&D at DSM where he spent 24 years. Rutten’s brother, who has patents with DSM, is a director at Visolis too. Jay Keasling, founder of Amyris, is also a Sr. Advisor for Visolis.

So in addition to the fact that Cargill’s royalties would skyrocket as new plants come online, the growing partnership between Visolis and DSM is leveraged to achieve better terms which points to Visolis and LCY (LCY Biosciences) utilizing DSM’s low pH yeast moving forward.

None of that has anything whatsoever to do with BioAmber, it is out of business, those companies are not.

Recall that Bioamber and Reverdia(DSM) had a good relationship as evident by the non-assert agreement. During the CCAA, LCY Biosciences requested to be assigned the right to use the technology. It was granted pursuant to the STA agreement. Hence, why the GFive letter said the outstanding royalties were to be paid.

The Reverdia deal is dead. Reverdia wanted to pull the plug in August of 2018 when they learned the company was being liquidated, but PWC wouldn't let them, telling them as long as there was a stay for the bankruptcy/CCAA proceedings that terminating the deal was not allowed. LCYB indicated to PWC they'd like the Reverdia agreement assigned so PWC prepared a motion for the courts to do that, but that motion was never acted upon. LCYB either made their own deal with Reverdia or decided they would not be infringing on the technology (even BioAmber said they didn't believe they would infringe on the tech).

In my opinion, it appears DSM could end up taking an initial equity investment in Visolis. Of course we are waiting for the shares to be bought out or a merger to occur first. DSM did something very similar with Amyris in 2017 when they purchased 12% shareholding for US$50 million. DSM later bought Amyris Brasil Ltd, the entity that owns and operates the fermentation plant for US$96 million + a future value share. Sarnia is 2.5x larger by comparison.

DSM can take an equity position in Visolis anytime they want, companies don't have to be publicly traded for that to happen.

I believe it’s just a matter of time before a transaction involving our shares is announced. Of course the first step is to have the class action closed. Let’s look how BIOAQ can act like a SPAC - special purpose acquisition company.

Nothing is waiting on the class action suit. A claimant only has to show the records of purchases and sales (if applicable) of the stock in the time frames the allegedly fraudulent prospectus was in play.

How does Visolis get to market right now? Traditional way is an IPO. You do a roadshow, put together a prospectus/, you do a roadshow on wall street, etc. The bank will say, ok this is what we think we can take you to market at.

Atypical way for Visolis to go public is via a reverse merger. I will admit they are usually pro-cyclical, meaning they occur more frequently at the end of big bull markets. Everyone that’s informed knows the music is going to stop pretty soon, so it’s good to get to the market ASAP (look at the ipo activity this year with Nikola, Zoom Info, Progenity, Vroom, etc). Visolis can do a reverse merger into Bioamber, acquire the remaining assets and be listed quickly and cheaply. Currently, hedge funds and private equity are focusing on ESG - Environmental, Social & Governance qualified investments. The timing is perfect for Visolis to go public.

Visolis is a private company that has not indicated any desire to go public. Why would they? They appear to be well capitalized and have no need to sell stock to raise money.

The very basics of all the "reverse merger" chatter on the OTC are fundamentally flawed. Companies go public to sell stock on the public exchanges and raise money. Sometimes it's the owners selling all or some of their equity, but predominantly it is to raise capital for growth. Real companies do IPO's, as they get the capital from every share that is sold (minus the underwriting fees and expenses) and their investors know that if they invest a dollar, they get a dollar's worth of company equity. In reverse mergers, the company that merges in is instantly "owned" by the bagholders of the previous enterprise, every share of stock in the OS becomes equity in the company. Further, if a company was dumb enough to do that and try to sell more stock, the investors in that offering now don't get a dollar's worth of company for their dollar of investment, since the offering is "pre-diluted" by the OS. No matter how many times it is repeated on the OTC, it isn't "cheaper" to do a RM than an IPO when you consider the company equity that is handed over to a bunch of bagholders.

BioAmber is not a candidate for any such frivolity anyway. It has no assets whatsoever, you can bet all the contracts have now been terminated by the other parties since BioAmber is completely dead and can't deliver. Further, the unpaid debt remains attached to the company, and while the smaller debts owed to the company probably wouldn't care, you can bet the 7-8 figure debt holders would pounce if there was any sign of life from the company. Its charter is revoked for delinquent taxes, and nobody works for it to make any sort of deal anyway.