Replies to post #193293 on Enzolytics Inc (ENZC)

[DRHUMI]

Well, they can call it complete or closed if they feel like it, but if CC plans on staying in the OTC with the new company, he has to release a PR on that, because I don't think the new company can launch to Nasdaq from the ashes of a shell that didn't follow one rule of Nasdaq to begin with.

I have never seen a SPAC deal completed, but I bet none were as utterly incompetent as this one.

[I-Glow]

What was your part of the business combination agreement? Because Nasdaq wasn't impressed with the work. Numerous rules were violated.

From a SAGA 8-K:

"On May 26, 2023, Staff notified the Company that the market value of its listed securities had been below the minimum $50,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(A) for the previous 30 consecutive trading days.1 Therefore, in accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until November 22, 2023 to regain compliance with the Rule.

On November 27, 2023, the Company filed its delinquent Form 10-Q for the period ended March 31, 2023, disclosing total shares outstanding of 49,346,337.

According to the Company’s December 1, 2023, response to a request for additional information, on September 15, 2023, the Company issued 47,872,000 shares of common stock in connection with the acquisition of Virogentics Inc. and Biogenysis, Inc. (the “Business Combination”). At the time of the acquisition, the Company’s total shares outstanding was 1,471,337 shares.

Separately, on October 24, 2023, Nasdaq notified the Company that is does not comply with the minimum 400 total holders requirement, as required by Listing Rule 5450(a)(2).

What a disaster as I didn't include most of the violations.

You made an egregious error - you are quoting the OTCM when the facts are that Nasdaq dictates SPAC mergers along with the SEC.

ENZC must file an S-1 or Form 10 and they pass question and be deemed effective before anything can happen with a merger.

Then a Regulation S-X has to be filed.

I have been through 2 audits to be listed on Nasdaq - one cost $350,000 and the other over $400,000. ENZC couldn't handle the Scrutiny of a Nasdaq Audit.

Why did the $115M disappear to and there is only $10M left - I am certain Nasdaq and the SEC will have many questions.

IG