My conclusion came from the mou agreement which is not an opinion but fact.. you may want to read it again..
"Both parties recognize that merging into a wholly-owned subsidiary of KEGS is a necessary step to affect an eventual spin-off of EVERMIND, however, KEGS agrees that all property, including and assets of EVERMIND shall be owned by EVERMIND, and KEGS will not utilize, transfer, or otherwise diminish EVERMIND’s exclusive rights to EVERMIND’s property and assets."