Enzolytics Inc (ENZC)

[falon]

There will be no hostile takeover.

In connection with the Holding Company Reorganization, all outstanding shares of common stock
and preferred stock of the Predecessor were automatically converted into identical shares of
common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis,
and the Predecessor’s existing stockholders and other holders of equity instruments, became
stockholders and holders of equity instruments, as applicable, of the Holding Company in the same
amounts and percentages as they were in the Predecessor prior to the Holding Company
Reorganization.
The Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the
“Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws
of the Predecessor immediately prior to the Holding Company Reorganization, with the possible
exception of certain amendments that are permissible under Section 251(g)(4) of the DGCL.
As part of the business combination of Bioclonetics, Inc. and Enzolytics, Inc., the controlling
shareholder of Enzolytics agreed to transfer 35,100,000 shares of its Series A Preferred Stock and
231,000,000 shares of its common stock, which represented Enzolytics control block, to three
individuals of BioClonetics, who became officers of the Company. As a result, the three
individuals obtained a majority voting interest in Enzolytics, resulting in change in the majority
ownership control in Enzolytics. The business combination was accounted for as a business
combination pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 805, Business Combinations. The Company has elected not to apply
pushdown accounting for the change in control. As a result, Enzolytics capital structure will
continue to be reported as it was prior to November 30, 2020.
Following the business combination, the Company issued 204,430,000 shares of its Series B
Convertible Preferred Stock to officers of BioClonetics who owned the intellectual property rights
to the U.S. Provisional Patent Application No. 63/078,482, filed September 15, 2020, relating to
NOVEL HIV-BINDING PEPTIDES for treating, preventing and reducing the risks of HIV,
including all patents issuing therefrom and any foreign counterparts thereof.
In addition, the Company issued 90,750,000 shares of its Series B Convertible Preferred Stock to
the controlling stockholder of Enzolytics who owned the intellectual property rights to U.S. Patent
No. 7,479538, entitled Irreversibly- Inactivated pepsinogen fragment and Pharmaceutical
composition the same for detecting preventing and treating HIV and U.S. Patent No. 8,066982,
Irreversibly - Inactivated pepsinogen fragment and Pharmaceutical composition compressing the
same for detecting preventing and treating HIV, including all patents issuing therefrom and any
foreign counterparts thereof.

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