Enzolytics Inc (ENZC)

[sspalmo]

"Is it closing day yet?" Did you miss the 11/20/2023 press release? According to the Enzolytics PR "we can disclose the information we had available when VIRO and BGEN were operating subsidiaries of ENZC at the date of the close of the transaction, September 30, 2023." According to that statement, on October 1 2023 SAGA now owns the two subsidiaries. Did GLD agree to the creation of 45 million shares with voting rights before the completion of the deal? (THE FOLLOWING IS SARCASM) It's probably best to ignore the "GLD thing" as it is just a bunch of legal mumbo jumbo. It's a nuisance lawsuit, and once a SAGA rep can find the time to show up to court they will wave their magic wand and say "These aren't the droids you are looking for". Case over, and everyone gets NASDAQ shares. (SARCASM OVER)



"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.

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.

As a party to the business combination agreement with SAGA the Company can report that the transaction is complete. Prior to SAGA receiving any notice of what the Company believes is a frivolous action, designed and implemented to do nothing but cause harm to ENZC and the SAGA Shareholders, ENZC had voted its shares received as payment from the sale of the operating subsidiaries, VIRO and BGEN. These shares represent a quorum and more than enough votes to ensure passage of the two proposals, rendering the shareholder vote a fait accompli.

The 45 million shares of SAGA stock have been received by the sellers and the Company is in the process of completing the regulatory required paperwork to declare and distribute 36 million shares to the ENZC equity holders on a fully diluted basis. Once the filings are complete, the Company will provide a detailed disclosure of the calculation and a definitive number of SAGA shares to be paid as a dividend to each shareholder of ENZC common and preferred shares. The Company currently estimates that for each fully diluted share of ENZC stock owned, the ENZC equity holders will receive between .00396 and .00409 SAGA shares for each fully diluted common share. This information is subject to change and should be viewed as a best estimate until the definitive disclosures are made after completing the required paperwork referenced above. As an example, if John Doe owns 100,000 common shares of ENZC, he will receive between 396 to 409 shares of SAGA as a dividend from the Company once it is approved. A more detailed example was filed as Supplemental Information on OTC Markets on July 10, 2023, by ENZC.

In addition, the Company was able to negotiate a "make-whole" provision in the business combination agreement which protects the value of the shares received through the make-whole calculation date. This will allow ENZC shareholders to receive additional SAGA shares in the event that there is a drop in the SAGA share price prior to the completion of the stock dividend. SAGA is working with investors to access capital needed for the business and benefit from the increased access to capital markets of a NASDAQ entity. SAGA will be focused on investor communications and realizing the value and multiple market opportunities associated with the Company's technologies and intellectual property.

Regarding updates on the operations and progress being made by VIRO and BGEN, we can disclose the information we had available when VIRO and BGEN were operating subsidiaries of ENZC at the date of the close of the transaction, September 30, 2023."
https://www.otcmarkets.com/stock/ENZC/news/Enzolytics-Inc-Files-Amended-December-31-2022-OTC-Report-with-Audited-Financials-and-Unaudited-September-30-2023-Quarter?id=422061