I don't know the answer to that, but your analysis does raise an interesting thought.
SAGA pre-purchase OS = 4,346,337
SAGA post-purchase OS = 49,346,337 (4,346,337 + 45M new shares div'd to ENZC Shareholders)
Those 45 million new shares can't be traded for at least 6 months, because ENZC is promising to give them all to its shareholders as a dividend. So I assume the 45M shares would be a part of SAGA O/S, would be listed as Restricted, and would contribute to the market cap calculation. I'd think they'd also remain Restricted for 1-2 years after dividend date since dividend shares often come with lock-up periods.
If the share price becomes $4 within six months, those 45M shares will only be worth $180M, not $450M. If there's a make-whole provision, additional new shares would be issued at $4 apiece to make up the difference. In our example, that means in six months barring no other share issuance:
450M - 180M = $270M of new shares worth $4 each = 67.5M new shares.
SAGA six-months-future OS = 116,846,337 (49,346,337 + 67.5M new make-whole shares div'd to ENZC Shareholders)
EDIT: I overlooked that the Make-Whole provision as described wouldn't allow for unlimited new shares, just 45 million. So we'll need to adjust math accordingly. But no more time to edit this post. :o)
If that dilution in turn also pulls down price per share, the company might be at risk of delisting from Nasdaq due to minimum share price under $4. It could possibly go back to OTC while people are stuck unable to sell due to lock-up period. The success of the investment depends on the value Biogenysis and Virogentics can create in the meantime.
Another important possibility is the shares could be issued as SAGA Class B Common, which aren't traded on Nasdaq. That wouldn't eliminate the problem of all dividend shares hitting float simultaneously at some future date, but that might play more favorably with SAGA market cap calculation, etc.
