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Re: 2business post# 142024

Friday, 02/11/2022 10:27:20 AM

Friday, February 11, 2022 10:27:20 AM

Post# of 198947
Yeah, no problem!

This is really dense information with a lot of tangents, so take it slow. (And fact check me please!)

There's at least three companies who might have ownership and profit stake in ITV-1:

- Enzolytics
- International Medical Partners (IMPL)
- Rosetta

Muddying the waters, ENZC owns a 50% stake in IMPL, and also a 50% stake in Rosetta.


Rosetta apparently owns at least $2.5 million worth of ENZC Series E preferred shares as their half of the deal announced May 12. Preferred shares often come with various benefits, but usually one benefit is the ability to convert the preferred shares to common stock at a rate like 1 preferred for 5.5 common. (Each series has its own conversion rate.)

The par value of ENZC's series E that Rosetta bought is .0001. Rosetta paid $2.5 million, which could be worth as much as 25 billion ENZC Series E preferred shares at .0001 per share...



- According to ENZC's latest filing, there are 10 billion Series E authorized, 25 million issued, and 0 outstanding as of June 30, 2021. (Page 1)
https://www.otcmarkets.com/otcapi/company/financial-report/312797/content

- In the same filing, ENZC reports that zero Series E have been issued or converted between December 31, 2019 to September 30, 2021. If this is true and not omission, Rosetta hasn't received any of their Series E shares they bought until maybe sometime after September 30. (Page 3)


- The information in that filing also seems to contradict an earlier filing that shows 2.5 million Series E issued (restricted at the time) to Valentin Dimitrov between June 1 and June 16, 2021 (Pages 6-7)
https://www.otcmarkets.com/financialReportViewer?symbol=ENZC&id=311215

- Incidentally, this second filing shows only 10 million Series E authorized, and 2.5 million outstanding, as of September 30, 2021 (Page 3) So it's ambiguous how many Series E are even in play here... :P



Assuming Rosetta got any Series E preferred, and that those shares could be converted to common shares without restriction, Rosetta could have converted anywhere from 25 million to 25 billion series E to common stock at some conversion rate I don't know yet, sometime after September 30, 2021, and be holding or dumping those shares onto the market.


Some examples of the type of legal questions this all raises:

Once shares are converted to common stock, it's hard to track down who owns them and what they're doing with them. ENZC won't have that info on their company records. ie common shares are privately owned and mostly untraceable.

It would make sense and be pretty standard practice for ENZC or Rosetta to sell some number of shares into the market to raise money for the ITV-1 or Enzoimmune Active launch.

If ENZC has any deals that stipulate ENZC will not issue any new common shares directly, issuing preferred shares and allowing conversion could be a way to circumvent such agreements.

It would probably be illegal in US markets for ENZC to coordinate with insiders to schedule buys and sells to take advantage of news and other announcements. If Rosetta owned a bunch of common stock, and Rosetta is a foreign entity that doesn't need to be on ENZC's accounting, but ENZC and Rosetta share ownership and profit, things could maybe get tangly. It could look to regulators like they were trying to avoid certain types of accounting by moving assets around.

It could also be possible to line the pockets of various parties through IMPL. Do we have info on who this group even is? (Maybe the people involved are listed somewhere and I just hadn't seen it.)

If ENZC was a pump and dump (and I don't think it is) this type of chaotic company structure and mingling of assets could facilitate taking full advantage of the next big run. There are other, less conspiratorial explanations of how we got to this point (many players with dibs on ITV-1 licensing, products and companies evolving in parallel and later coming together, long colorful history etc) but it raises a brow, at least.