In 2017, I invested $200 into BioClonetics, the company founded by Charles and Joseph Cotropia. Specifically, I spent $200 on a SAFE (Simple Agreement for Future Equity) via WeFunder.
That SAFE would be converted into actual shares of BioClonetics if BioClonetics received equity financing or experienced a change of control.
For purposes of the SAFE, "equity financing" and "change of control" are defined as follows:
“equity financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation.
“change of control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
In 2020, Enzolytics bought BioClonetics. However, Charles Cotropia said that this purchase was NOT a change of control of BioClonetics because the people in charge of BioClonetics would control Enzolytics and Enzolytics would control BioClonetics.
Charles gave 3 options to each investor who had a BioClonetics SAFE.
1) The investor would take a repayment of the investor's original BioClonetics investment with 2% annual interest.
2) The investor would get one Preferred Series D share of Enzolytics for every $5 invested into BioClonetics. After one year, the investor would get 120 shares of Enzolytics Common Stock for every Preferred Series D share of Enzolytics.
3) The investor's BioClonetics SAFE would become an Enzolytics SAFE. In other words, Enzolytics would take over all of BioClonetics's obligations under the SAFE. So, the Enzolytics SAFE would be converted into actual shares of Enzolytics if Enzolytics received equity financing or experienced a change of control.
Option 1 would give me $212, a paltry $12 in profit.
Option 2 would give me 4800 shares of Enzolytics Common Stock.
With option 3, I would get over 81000 shares of Enzolytics Common Stock if Enzolytics experienced a change of control.
In January 2021, I chose option 3.
My questions are as follows:
1) Since January 2021, has Enzolytics received equity financing or experienced a change of control?
2) I invested into BioClonetics because of Charles Cotropia's Clone 3. Which company currently has possession of Clone 3?
If Charles has taken Clone 3 away from Enzolytics, is Charles's action legal? Will there be some kind of class-action lawsuit against Charles as a result of his action?
3) Are any Enzolytics investors currently suing Enzolytics for any reason at all?
4) Other than myself, are any members of this forum holding an Enzolytics SAFE?
Thank you.
