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Re: powerbattles post# 3908

Thursday, 02/29/2024 7:44:25 AM

Thursday, February 29, 2024 7:44:25 AM

Post# of 5220
WHY $EMGE could be bigger than most realize...

A careful review of the Disclosures (Share agreement) and one will easily find the clear reference to execution of a triangular merger- 251g- Merger in delaware... LET'S REVIEW the LANGUAGE from the filing as you so adeptly we can clarify for those unaware how a merger like this works.

" Immediately after Closing, the following actions are to be taken:

(i) The current Board of Directors shall submit their respective resignations, and a new Board of Directors of KOAN shall be installed by appointment or vote of shareholders consisting of Five (5) members, of which Jim Morrison shall be installed as Chairman of the Board and CEO, James W. Zimbler, Lance Liberti and with two other members to be determined, shall be appointed as Directors;
(ii) Following the Closing of the Exchange, KOAN shall engage in a redomicile to the State of Delaware and reorganize pursuant to §251(g) of the DGCL, as more fully described in Section 5.03 of this Agreement and footnote 1 below. The DGCL §251 process would result in EMGE and the current KOAN becoming subsidiaries of New Parent Company. Except as follows, all obligations of each subsidiary shall, therefore, be at the subsidiary level and not at the public company level1. Notwithstanding anything to the contrary herein, the New Parent Company shall assume certain obligations of KOAN, as described in Exhibit “A:”
(iii) At Closing, by separate agreement, the current subsidiaries of KOAN, including Resonate Blends, LLC and Entourage Labs, LLC shall be sold to Geoffrey Selzer in exchange for a promissory note, as was set forth in the “Pegasus Transaction,” which amount will be set-off from any amount due Geofrey Selzer from KOAN;
(iv) A name change shall be effectuated amending the name of KOAN to “Apollo Health and Wellness, Inc.,” or such other name, and shall be approved by the new Board of Directors and filed with the Secretary of State of the State of Delaware;."

CLEARLY- from the language of the filing- it states exactly what will happen. It disproves another poster's incorrect assumption that KOAN was taking over EMGE commons and neglects the actual process that takes place when engaged in merger proceedings.

IMO- WITH this share structure, float and stock held at DTC- this could easily test multi pennies on any continued validations of TRIANGULAR merger moving forward. Technicals all reset too during the drama. It was a healthy retrace and those last two candles indicate momentum north. .BREAK and CLOSE above .0024 pps and this chart becomes extremely bullish too.

FURTHER- One needs to have a firmer grasp and more sophisticated understanding of what these companies are doing by merging in this fashion by way of Delaware using 251G.

THE PROCESS ALLOWS FOR THE Triangular MERGER whereby 2 entities cease and their assets sold or incorporated as subsidiaries into a BRAND new CORP domiciled in Delaware and with favorable tax laws and ability to absolve debts from subsidiaries that were merged. NOW GET THIS...

READ WHAT HAPPENS to EMGE commons when this deal is consummated...from the delaware 251 G government website explanation...

(2) each share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be an identical outstanding or treasury share of the surviving corporation after the effective date of the merger, and (3) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. No vote of stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation.

SO - WHILE Im still trying to figure out the incoming corp profitability and real potential for an increase in current company market value... the reality is that most often the end results of 251G - one can potentially see the REMOVAL of the death spiral debt as it can get wiped out and protected by delaware laws and rules/regs IMO when 251G occurs.. Interesting that they securing financing to the tune of 500k also to close from a friendly. It would make sense if they where about to spin KOAN out completely and then have no exisiting operations in that sub other than EMGE interests.

Then EMGE closes out under Apollo Health and its debts could cease to be owed potentially. How could someone own stock debt in a company that doesn't exist anymore and ino longer ceases operations as a THAT'S WHY I'M HERE.

IMO-By the time anything "potentially" bad might happen for retail here- there is a chance at a remarkable run north. That's what I like. Being around to uncover those gems. Frankly, I don't care how many times an OTC company has gotten it wrong in the past or with prior ownership. It doesn't mean anything about the current potential for substantial gains. IMO- this has the ideal SS to make a penny run WITH the execution of a sophisticated triangular merger play.$UPER-$TOCKS-DD-and-RESEARCH-FORUM-31721/
ALL POSTS are just opinion! Never BUY/SELL based on them! MUST consult licensed stock broker!