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Monday, June 24, 2024 1:45:42 PM
The ENZC SUB was setup during the business combination of Enzolytics and Bioclenetics in 2020.
On November 16, 2020, the Company (having been renamed, immediately prior to this Holding Company
Reorganization, from “Enzolytics, Inc.” to “ENZC SUB, Inc.”) completed a corporate reorganization (the
“Holding Company Reorganization”) pursuant to which ENZC SUB, Inc., (the “Predecessor”) became a
direct, wholly owned subsidiary of a newly formed Delaware corporation, Enzolytics, Inc. (the “Holding
Company”), which became the successor issuer. In other words, the Holding Company is now the public
entity. The Holding Company Reorganization was affected by a merger conducted pursuant to Section
251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a
holding company without a vote of the stockholders of the constituent corporations.
In accordance with Section 251(g) of the DGCL, Enzolytics Merger Corp. (“Merger Sub”), another newly
formed Delaware corporation and, prior to the Holding Company Reorganization, was an indirect, wholly
owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor
surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The
Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the
Predecessor, the Holding Company and Merger Sub, dated November 16, 2020 (the “Merger
Agreement”).
https://www.otcmarkets.com/otcapi/company/financial-report/403184/content
Steve Sharabura was appointed as the president of Robustomed (A/K/A ENZC SUB) on 7/26/21.
https://www.otcmarkets.com/stock/ENZC/news/Enzolytics-Announces-the-Appointment-of-Steve-Sharabura-as-President-of-its-Wholly-Owned-Subsidiary-RobustoMed-Inc-AKA-E?id=313099
If the purpose of the creation of ENZC SUB (later called Robustomed) was such that ALL DEBT would no longer be a part of the newly combined Enzolytics and BioClonetics team, why was Zimbler still (and currently still is) being paid six figures annually (for multiple years) by the new Enzolytics? I know I have asked this before, and if I recall correctly the only one to respond was Mark who told be the issue was already discussed but did not give a clear reason why. Charles was the CEO during this time period so we can't blame this solely on Harry.
Remember when RobustoMed Inc was developed, it said in the disclosure that is the ENZC SUB and ALL DEBT would go with it in the disclosure in 2021.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174635377
On April 13, 2012, the Company issued a promissory note, due October 31, 2012, to a stockholder for
$15,000. The note carries an interest rate of 10% per annum, and may be either repaid, at the election of
the note holder in cash plus the issuance of shares of common stock of the Company in the amount of
$30,000 in value, or by the conversion of the principal and interest due into a total of $45,000 in value of
common stock of the Company, along with additional warrants to purchase common stock of the
Company with an additional value of $10,000, with such warrants being exercisable within one year from
the date of issuance, and shall have an exercise price equal to 50% of the average closing price of the
common stock of the Company on the five trading days prior to exercise. As of March 31, 2024 and
December 31, 2023, the promissory note was in default. The promissory note is guaranteed by shares of
common stock of the Company owned by James W. Zimbler, a former Director and stockholder of the
Company and was subject to the 251g reorganization and is not convertible into ENZC shares but is now
debt recognized as convertible debt of the private entity ENZC Sub, Inc. (“Predecessor”).
https://www.otcmarkets.com/otcapi/company/financial-report/403184/content
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