Replies to post #181201 on Enzolytics Inc (ENZC)

[foxi]

Outstanding post, thanks!

Some positive and exciting possibilities. It'd be awesome if it could play out that way.

I'd note that Gaurav Chandra, Charles Cotropia, Joseph Cotropia, Suraj Saggar, and Kirsten Bischof would all have new roles under SAGA, according to this PR. I'd be surprised if they're able to split time with ENZC. How would that benefit SAGA? What IP would be left to work with? Today's PR suggests ENZC would still try to find a use for RobustoMed.

A point I'd like to see clarified is that ENZC says "There is no dividend, or preemption rights with common equity" in its OTC filings, but they tease issuing dividend shares in the PRs. Today's PR does use the phrasing "intention to declare a dividend and subject to and upon approval by the regulatory entities". Only Preferred C and D are currently listed as actually having dividend rights. It seems like ENZC would need to amend its class definition for common, unless 'no dividend rights' still permits issuing a dividend to common shareholders in a business combination scenario, or in goodwill. Maybe somebody with more experience can weigh in. And this is not necessarily a problem, just a technicality to note.

[foxi]

Another thought regarding the structure of the transaction. It's my understanding that for a merger, ie a legal combination of two companies into one, the new owner will generally be responsible for liabilities of the acquired company, including pending lawsuits.

But if the acquisition is structured as an asset purchase, the transaction is only the purchase of specific assets of a company, and the new owner does not acquire the liabilities of the acquired company unless they specifically agree to do so.

Similarly, in a "sale free and clear of all liens and encumbrances", the buyer of the assets is not responsible for the debts of the seller, unless they specifically agree to assume those debts in the purchase agreement. I believe the seller can then theoretically go bankrupt to avoid repaying its debts.

[BonnieMac]

I think yours is a fair assessment. Also I believe you hit the nail on the head when you said:
"The language used in the PR’s has caused some confusion and uncertainty about what is actually going to happen."

The words in all these PR's are carefully & cagily crafted. As a testimony to his lifelong success as a very savvy IP attorney where such livelihood depends on word-craft~ and being "tight-lipped", esp in the notoriously cut-throat biomed/tech field~ CC is The Word Master.

More is going here on than meets the eye.

We shall see.

In the meanwhile, let's keep praying for the best for $ENZC, as I do believe CC has a heart for the Shareholders as well as for eradicating infectious diseases causing millions of human beings to suffer and die. Keep The Faith!