Period ended December 31, 2022
The Company issued 50,000,000 shares of common stock from the conversion of 5,000,000 shares of
Series E Preferred.
Note 11. Subsequent Events
After the sale of the operating subsidiaries Virogentics, Inc. and Biogenysis, Inc. to Sagaliam Acquisition
Corp. (SAGA) on September 15, 2023, the Company had no operations and is currently developing a
new business strategy for implementation focused on medical devices and testing.
On January 19, 2024, ENZC and Sagaliam Acquisition Corp (SAGA) agreed it would be mutually
beneficial to Novate the existing Business Combination Agreement and to negotiate a more acceptable
alternative. SAGA believed that there were several unanswered due-diligence questions that arose when
trying to obtain funding for BGEN and BGEN felt SAGA was not providing the funding it needed to
continue. It was therefore decided it was in the best interest of the shareholders of both entities to
negotiate the return of BGEN to ENZC and to renegotiate the purchase price for VIRO to SAGA at a
higher valuation.
In February of 2024 the Company negotiated a reduction in the conversion price of the Series F to
compensate the subscribers for the delay in issuing the Series F Preferred shares purchased in 2022.
On February 22, 2024, ENZC increased the authorized Preferred shares to accommodate the issuance of
the Series F subscribed in November of 2022 and increase the authorized common.
During the negotiations of the concerning the Business Combination Agreement and the reduction in the
conversion price of the Series F a deadlock developed between management preventing a resolution to
be reached between SAGA and ENZC.
On February 26, 2024, the ENZC issued 5,000,000 million shares each to Charles Cotropis, Joseph
Cotorpia and Dr. Gauarv Chandra totaling 15,000,000 common shares. These shares were issued in
place of the stock options issued with the employment contracts entered into with the Officers in
November of 2020 that expired in November of 2023. Harry Zhabilov options were excluded.
On March 19, 2024, at a special-called meeting of the shareholders of the Company, at which a quorum
was present representing excess of 51% of the voting shares of the Company, all Series A shares voted
in favor of electing a new board of directors. The existing board, consisting of Charles Cotropia,
Chairman, and Harry Zhabilov was replaced with Harry Zhabilov, Chairman of the Board, Dr. Lachezar
Ivanov, and Dr. Gaurav Chandra.
At a duly called and noticed Board of Directors meeting held on March 21, 2024, the following new
officers were elected to serve until the next annual (or special called) meeting of the shareholders of the
Company:
President and CEO: Steven Sharabura
CFO and Secretary: Diana Zhabilov
Chief Science Officer: Harry Zhabilov
Dr. Gaurav Chandra was duly noticed, acknowledged notice, and was nominated as an officer. Dr.
Chandra did not attend the meeting and declined the position. As of the date of the meeting, Dr. Chandra
remained a director elect of the Company.52
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