Enzolytics Inc (ENZC)

[falon]

The De-SPAC Timeline

After a SPAC and its target company announce their merger agreement, the first phase of the de-SPAC begins and the companies file an S-4 proxy statement with the SEC. The S-4 form provides financial information about the two parties, along. with other information that shareholders may be interested in, such as the history of the target company, information about its industry and the backgrounds of its founders and executives. Sometimes the SEC will ask the merger partners to clarify certain pieces of information in the S-4. This first phase usually takes between two to four weeks to complete.

Once the S-4 is on file at the SEC, the merger parties determine the date that shareholders will vote on the merger. A proxy solicitor is hired and begins the process of contacting shareholders to inform them of the upcoming vote and to encourage them to participate. This second phase generally takes another two weeks to complete.

In the final phase, which lasts about two weeks, the target company holds a road show to meet with the SPAC’s shareholders to sell them on the benefits of the merger. If the transaction goes through, the parties will file another document with the SEC, which is called an 8-K. The 8-K form announces the conclusion of the deal, at which point the target company becomes the surviving entity in the merger.

From beginning to end, the whole de-SPAC process may take as little as six to eight weeks to complete, in a best-case scenario. The process can take up to several more months, however, depending on the length of the SEC’s review of the necessary filings.

The De-SPAC Process

For private companies looking for capital to fund growth, a de-SPAC can offer an accelerated path to that goal. In many other ways, using a de-SPAC transaction to gain access to public capital is similar to the IPO process. There is an intense period of work after the merger plan is announced to complete regulatory filings and answer questions from prospective shareholders. The selling of the deal typically happens in a road show over the course of several weeks, after which shareholders have the right to either commit to the merger or not. This last part differs from an IPO in that a SPAC has already raised money, whereas an IPO involves raising new capital. For the company hoping to become public, however, the stakes are the same: They can raise the capital they’re hoping for, they can get more than they’re hoping for, or they can get less.

https://www.netsuite.com/portal/resource/articles/erp/de-spac.shtml

PR tidbits

The PR reads like all systems go with some hiccups.

I am not sold as there are still red flags that needs to be addressed.

The SEC is going to have to give their blessing.

Where is the S-4?

The purpose of the amended OTC Annual Report filed today is to include the audited financial statements for December 31, 2022 and 2021. As part of the recently completed sale of the two operating subsidiaries, Virogenetics, Inc. ("VIRO") and Biogenysis, Inc. ("BGEN"), to Sagaliam Acquisition Corp. (NASDAQ:SAGA)("SAGA") post-closing deliverables included the Company providing audited financial statements for inclusion in the regulatory and NASDAQ filings of SAGA.

Finally audited Financials.

The Company has received numerous inquiries from various entities and individuals regarding the status of the SAGA transaction and the status of the operations of VIRO and BGEN. With the completed sale of the operating subsidiaries the Company will no longer be the source of news on the progress and developments of VIRO or BGEN. SAGA is a NASDAQ entity and takes a more conservative approach to press releases as they are a SEC reporting entity and SAGA's policy is to report material events in 8-K filings accompanied by a press release.

No shit.

SAGA don't report all their material events.

Regarding the ongoing European Medicine Agency permitting efforts for ITV-1it has been determined that the trials should be expanded to cover the ability to be classified as an immunomodulator. The Clinical Trials will now include testing on patients with cirrhosis; cancer patients after receiving chemotherapy and radiotherapy treatments, HIV and all diseases in which there is an immune system decline. This is a change in the target group of patients from HIV to immunodeficient on hematological patients.

Interesting

Biogenysis, Inc. has made significant progress in its Patent Cooperation Treaty (PCT) application covering its inventions relating to anti-SARS-CoV-2 Monoclonal Antibodies. The PCT application has now advanced to filing as a U.S. National Stage Application in the U.S. Patent Office and as a formal European Patent Organization (EPO) application. The EPO application makes possible coverage in the 39 contracting countries within the EPO. These countries include all of the countries in the European Union, the United Kingdom, and the extensive list of 39 member countries throughout Europe and adjacent regions. https://www.epo.org/about-us/foundation/member-states.html.

The discoveries made by the Company have been recognized as novel and inventive by the International Patent Office. As a result, the Company is entitled to apply for patents and claim exclusive rights to these discoveries for 20 years in each member country under the Patent Cooperation Treaty.

Does Regeneron "one in a million discovery" infringe on our patent?

An initial interest has been generated from the progress on the Africa project through VIRO's partner for additional clinical trials in Asia and India. A draft contract had been received prior to close and was being considered by VIRO for both of these markets.

This sounds promising.

The African clinical trial is expected to conclude with a final report by the end of 2024. We believe that all future progress on this and potential other Clinical Trials will be timely disclosed by SAGA.

Only a year late.

Barry Kostiner commented, "My trip to Bulgaria was inspiring. Meeting members of the VIRO management team and their premier manufacturing and clinical trial vendors deepened my appreciation for the technology and opportunity ahead. An affiliate of GLD, the former sponsor of Sagaliam, recently filed a lawsuit asserting that the transaction with VIRO and BGEN disenfranchises GLD of its voting rights. We intend to vigorously defend Sagaliam against the lawsuit. We are committed to protecting the interests of our shareholders and believe that the lawsuit is without merit, particularly given that no shareholder would benefit from the dissolution of Sagaliam.

GLD said they were not given notice to the vote.

If that is true regardless of whether they would had made a difference presents a problem for SAGA in my opinion.