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Valuator2

04/30/24 1:32 AM

#197735 RE: archilles #197688

Thanks for acknowledging my posts, but for the 2nd time you've used my post and added your assumptions/conclusions as though they were mine and they are not. I would appreciate it if you wouldn't do that. Take responsibility for your theories.

In this case, (1) I did not reach the conclusion that the agreement behind the 4 of them accepting the BCA and exchanging their Series A Preferred was intended to allow CC and Chandra to do anything other than to (a) continue what they were doing at ENZC, except as officers of BGEN instead of ENZC, with BGEN operating autonomously from Harry and VIRO while both were under the umbrella of SAGA, and to (b) screw the non-management common shareholders by taking 20% (9 million shares) of the deal off the top and then participate in the dividend distribution with their Series B's and C's, thereby greatly reducing the non-management common shareholders' share of SAGA ownership. That is a move that I think was grossly greedy and I suspect may be challengeable because of what appears (IMO) may have been accomplished in a negotiation that appears to have been less than arms-length. Basically, you can get anything you want when you're dealing with yourself. We have the GLD lawsuit allegations within their claims to thank for that insight. So, if SAGA survives, the deal has got to be renegotiated. JMHO.

If it turns out that CC and JC have also left BGEN, then I'm guessing it is the result of something else that happened between them and Harry after this deal was struck and we don't know what caused it, but it wasn't set in stone with that exchange of Series A Preferred agreement I posted about. (2) Deals between companies are usually developed and committed by the officers and BOD's of each company before notices to shareholders. (3) Some posters have alleged that Harry got control by some kind of trickery, but the documents don't support that, which was the point of my post. That's not intended to be a defense of Harry. It's just what appears to be correct. JMHO.

However, for the conspiracy theorists out there, it does occur to me that ENZC's CEO would be the person to exercise its option to drop all 3 entities (BGEN and VIRO and ENZC) out of the SAGA deal. If CC had not done that earlier (and I wish he had) but wanted to now, against Harry's wishes, then it's possible Harry might have used the change of control he gained with the exchanges of Series A Preferred to call a special meeting and elect himself as CEO of ENZC and effectively block CC from opting ENZC and VIRO out of SAGA. Further, since all 3 entities approved selling the subs to SAGA, it's possible that each also had the option to exit the SAGA deal on their own or maybe via agreement with Harry. So, what may have happened is that CC opted BGEN out of the deal, resulting in the Novation agreement, and if that's what happened then it follows that CC must still be with BGEN. That's not to say that your suspicion of CC leaving and taking BGEN's IP with him couldn't have happened. We don't know the facts yet. JMHO.

BTW, if anybody else has any other reasonable theories about this, I'd like to consider it, and if there is a link to any PR or other information that says CC and JC have left BGEN please post it. I'm only aware of Chandra leaving and we still don't know why that happened.

Here are your assumptions/conclusions, erroneously implying they came from me:

The agreement also allowed Charles and Chandra separated from ENZC and ran off to create their own new companies while the SAGA deal was happening. All these agreements were done behind close doors without any notifications to ENZC shareholders. ENZC shareholders have no votes or says against any of these agreements as Charles and Charles ran off with IPs developed while they were employed under ENZC


My original post: https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174310333