Enzolytics Inc (ENZC)

[falon]

Enzolytics Inc. Files Supplemental Information Report on the Sale of Biogenysis, Inc. and Virogentics, Inc to Sagaliam Acquisition Corp.

https://www.theglobeandmail.com/investing/markets/stocks/ENZC/pressreleases/18396340/enzolytics-inc-files-supplemental-information-report-on-the-sale-of-biogenysis-inc-and-virogentics-inc-to-sagaliam-acquisition-corp/

The Press Release

1. We have realized meaningful progress in achieving significant results which will be reported as we progress. Through the SPAC agreement, we will be able to expand our programs and bring monoclonal antibodies therapies to market more rapidly.

2. AI has played a critical role in advancing our research and development in drug discovery, and we remain committed to using AI to revolutionize healthcare.

3. The Company is moving ahead toward registration of its ITV-1 therapeutics under the requirements of the European Medicines Agency (EMA). Also, the Company expects favorable results from the outcome of ITV-1 trials being conducted in Africa.

4. Barry Kostiner, CEO of SAGA commented, "We are working together with the Enzolytics team to structure our transaction to give the Enzolytics shareholders the benefits of our Nasdaq listing, while also protecting their interests, given the current volatility in financial markets. Additionally, we are committed to working together to facilitate continued liquidity and provide the capital needed to properly fund the Enzolytics technology that has already demonstrated tremendous promise."

5. Charles Cotropia, CEO of Enzolytics, Inc., stated, "This transaction with SAGA is a monumental step forward for our Company, providing BGEN and VIRO with the necessary funding to fully advance technologies in the medical field that are so desperately needed. Each of our subsidiaries has laid the groundwork for therapies that are at a point where the next advances place them at the forefront of the global biotech market.

Supplemental Information
https://www.otcmarkets.com/otcapi/company/financial-report/376167/content

1. . The purchase price includes a make-whole provision to be calculated six months after close of the transaction. ENZC has disclosed its intention to declare a dividend and subject to and upon approval by the regulatory entities the value of the transaction will be paid to ENZC shareholders as of the date of record.

2. The remaining terms and conditions are still being negotiated and are not to a point where any other provisions can be disclosed with certainty.

3. The parent company ENZC and its other subsidiary RobustoMed, Inc. (“RBMD”) are not part of the transaction.

4.As additional terms and events regarding the transaction take place, the Company will disclose them through additional press releases.

5. The disclosure of the transaction has resulted in numerous questions from existing shareholders of both ENZC and SAGA prompting the parties to offer the following description of a fictious example similar to the contemplated transaction to provide clarity.

Description of Example Transaction

1. Company S, a NASDAQ listed entity, enters into a purchase agreement with Company E, an OTC PINK listed entity, to acquire all the issued and outstanding shares of Company E’s two wholly owned subsidiaries, SB and SV, for $450 million (the “Purchase Price”). The Purchase Price will be paid by issuing 45 million of Company S’s common shares (the “Purchase Shares”) valued at $10 per share.

2. The issuance of the Purchase Shares to Company E will result in a 90% plus ownership position of Company S until the Purchase Shares are paid as a
dividend to the shareholders of Company E.

3. The Make-Whole calculation (described below) will be made six-months after the closing date of the transaction, The dividend will be declared 15 days after the Make-Whole calculation so that any shares required to be issued based on the calculation will be included in the dividend and paid upon receiving final regulatory approval.

4. The transaction does not result in an increase in issued and outstanding shares of Company E.

Make-Whole Provision

1. If on the six-month anniversary of the transaction, Company S’s common shares are trading at
$10 or more there will be no shares required to be issued.

2. If on the six-month anniversary of the transaction, Company S’s shares are trading at $5.00 on NASDAQ, the value of the Purchase Shares would be $225 million and the Make-Whole calculation would require an additional 45 million shares to be issued to Company E to Make Whole the $450 million Purchase Price.

3. After the dividend to Company E shareholders, there would be no assets or operations in Company E, but management would be able to purchase new operations or develop other products that would be the assets of Company E. The Company E common shares would to trade on OTC Markets as a new business strategy is implemented.

What does it all mean?

ENZC soon to be SAGA Scientific Holdings Corp. probably have mAbs ready for clinical trials and if so they should establish SAGA a firm foothold in the mAbs marketplace.

The global monoclonal antibodies market size was valued at USD 210.06 billion in 2022 and is projected to exhibit a compound annual growth rate (CAGR) of 11.04% from 2023 to 2030. Rising prevalence of chronic diseases such as cancer, cardiovascular diseases, and others are increasing the demand for biologics, which is anticipated to serve as a key factor driving the monoclonal antibodies (mAbs) market. Similarly, increasing applications of mAb therapies for targeted therapies and rising awareness about such therapies amongst patients and physicians is expected to significantly contribute toward the market growth.

https://www.grandviewresearch.com/industry-analysis/monoclonal-antibodies-market

AI is a hard nut to crack as to how much value it could bring to ENZC. ITV-1 therapeutical should fair well based on the previous clinical trials.

The transaction would provide ENZC much needed capital to move their technology forward. They have been operating on a shoestring budget and now they can go to "full speed ahead" with their therapies.

Now that I gave you some candy to chew on here comes the rock and shock.

Hello SAGA Scientific Holdings Corp. Goodbye Enzolytics, Inc.

ENZC giving all their assets to SAGA was a contentious point of many shareholders.

Is it good or bad?

Neither, it is business.

Yes at one time ENZC talked about getting audited financials and become SEC reporting. Well things have changed and we can't look at the past and must except what the future holds.

Regardless of how many shares one holds, what must be realized is that nobody invested in the ticker (ENZC), everybody invested the company (technology, patents, potential) regardless of what it is called or what exchange it is traded on.

Now for the swap.

We are basically getting SAGA shares for the number of ENZC shares owned at whatever percentage that is finally decided while retaining ENZC shares.
ENZC will basically be a shell when all is said and done.

The bottom line is simple.

Whether ENZC stayed as the are or move forward with SAGA, they must perform ie provide results by producing revenue and profit.

What will drive SAGA Scientific Holdings Corp. share price is results of operations such as announcing clinical trials and their results through different stages, licensing agreements, partnering and whatever else they can do to bring shareholder value.

AIMVHO

Exciting times ahead