Valuator2
6 hours ago
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
archilles
8 hours ago
Charles was an employee of ENZC at the time when he was using ENZC monies to develop Clone7. Clone 7 therefore belongs to ENZC and to ENZC shareholders. Any transfer of IPs from ENZC to Charles’ new company must be notified to ENZC shareholders. I know bashers don’t agree with me on this topic probably because they are getting paid by Charles or by the party of four (Charles, Chandra, Joe and Harry). The party of four must understand that transfer of IP s from EnZC to Charles new company was wrong because it diminished the value of ENZC stock,
By the way, we still need to talk about Chandra taking the AI platform that he developed while he was employed by ENZC. Chandra also took the AI platform away from ENZC and opened his new company, which in turn also diminishes the value of Enzc stock.
I do not know how many time I have to repeat myself here to get enZc shareholders understand that they have been cheated by Charles, Chandra and the rest of the party of four. I’m also very surprised that some ENZC shareholders are clueless about what is going on as some have asked so rudimentary questions about the transfer of ip or validity of the actions of the party of four. Something must be done about this soon
archilles
8 hours ago
Charles was an employee of ENZC at the time when he was using ENZC monies to develop Clone7. Clone 7 therefore belongs to ENZC and to ENZC shareholders. Any transfer of IPs from ENZC to Charles’ new company must be notified to ENZC shareholders. I know bashers don’t agree with me on this topic probably because they are getting paid by Charles or by the party of four (Charles, Chandra, Joe and Harry). The party must understand that transfer of IP from EnZC to Charles was wrong because it diminished the value of ENZC stock,
By the way, we still need to talk about Chandra taking the AI platform that he developed while he was employed by ENZC. Chandra also took the AI platform away from ENZC and opened his new company,
I do not know how many time I have to repeat myself here to get enZc shareholders know that they have been cheated by Charles, Chandra and the rest of the party of four
nobody9
10 hours ago
Exactly, had they even attempted to they'd have collapsed immediately, no liquidity. I agree also with the legal loophole idea, kinda like putting their patents into a trust, something most of us didn't even know for a long time, certain *bashers* called it out and were crucified for it, turns out they were all right about everything. This is why I keep saying that it doesn't matter if clone3 ever actually came to market in the future (recombinant version, of course) becasue enzc would do everything they could to skirt profits from us commons, exactly what they tried to do with the SAGA deal. No investors here will ever profit from any type of alleged IP they have, you're here to prop the stock price up for them to dilute/sell into (so they make money) and then eventually they'll shift away to other tickers, otc pinkie land is scam land
nobody9
11 hours ago
Someone thinks saga shares were dumped by the millions lol? How exactly, do you understand liquidity at all, there wasn't ever any volume on saga, definitely nowhere near enough to support millions of shares being dumped, it would be pennies had that happened, not still $10 range, the more some on here talk, the more it's obvious the some serious clueless people have been the core investors here all along
sspalmo
11 hours ago
I was a little confused because your posts made it seem that Enzolytics was an SEC regulated company. Like they were actually required to report to shareholders. They were not and are currently not SEC Reporting and they are currently listed as OTC Pink. While they were listed as an OTC Pink before they received their Yield Sign. What's it been 3 years running that they have achieved a Yield Sign, or is it more than that? I would have liked to see more details about what is going on whether it is Harry, Charles, or Steve in charge. I don't need the CEO to hold my hand on an "investment", but if all I'm receiving is press releases about hopes and dreams without any fulfillment then something is wrong.
No, ENZC management should have put out a PR letting everyone (general public and sharehlders) know what their plan was and set an execution schedule and dates so that shareholders can make a decision what to do. I can tell you this right now, No shareholders and the general public would allow officers of any company to take the IPs that were developed while they were employed under that company to go somewhere else and open up their own company.
That is stealing and robbing of shareholders as the value of the company gets diminished when the valueable IPs are taken away.
I suspect what have happened was agreed and planned out by the pact of four without putting out a PR prior to their plans and action.
If ENZC was a NASDAQ company, management must notify shareholders and ask whether if shareholders would agree to any of these major changes by casting shareholders votes. If majority of votes came back say no, No changes can take place
....But ENZC is not a NASDAQ. It is an OTC company, ENZC management must have at least notify shareholders of the changes in advance so that shareholders can decide if they want to stay on or sell. They should have notified shareholders in advance that Charles and Chandra leaving ENZC and take ENZC IPs else where to open their own company.
They never notify shareholders of any of these changes which made so much impact on shareholders money and lifelines.
For these reasons, they have broken shareholders trust and violated legalities that shareholders must band together and go after.
There are so much more things (empty promises SAGA deal..etc) that ENZC including former CEO Charles and Chandra have violated and must be brought out to light
TJ24
13 hours ago
Let me see if I understand this situation.
Charles Cotropia, Joseph Cotropia, and Chandra, collectively, have more ENZC shares than Harry Z. But Harry Z is now claiming that he is in control of ENZC and that the Cotropias and Chandra are not in control. Harry Z's claim is false, and the Cotropias and Chandra may sue him for control of ENZC.
Is my understanding correct?
If Harry Z does take control of ENZC, would that constitute a change of control as described in the Enzolytics SAFE?
To refresh everyone's memory, the SAFE defines "change of control" as follows:
“change of control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting
securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or seriesof related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
TJ24
14 hours ago
"I suspect Harry will not go after the IP because the party of four (Charles, Harry, Chandra and Joe) has made a pact and divided up the IPs and wealth among themselves."
If the party of four, collectively, owned a majority of the shares of ENZC, then did these four people not have the legal right to divide up the ENZC IP in any way they wished?
archilles
14 hours ago
I understand. It also pointed out exactly how Charles had changed over the years . We trusted Charles but Charles has changed, got greedy and stole from ENZC shareholders. Look at the PPS, it took a dump and long shareholders got panicked, sold at bottom price and lost monies. When the announcement came out that Charles has left Enzc, and discovery of his new company and Chandra’s new company, stock took a big dump. Shareholders got panicked and sold at bottom price and lost their shirts.
There is no need to go back in time to show what Charles was like 13 years ago. What important now is that Charles is an dishonest person who stole from Enzc shareholders.
I highly suspect the pact of four will continue with more dishonesty by putting out PRs to pull other shareholders money back in and sell more shares after they successfully convert preferred A shares to common shares
TJ24
14 hours ago
1) As head of BioClonetics, Charles gave many updates on what was happening with the company. So, from the update standpoint, Charles was very good.
2) number of shares of Enzolytics
Common Stock after change of control
= purchase amount / liquidity price
= purchase amount / (valuation cap / number of shares outstanding)
= $200 / ($6,000,000 / 2,440,000,000)
= 81333 and 1/3 shares
source for number of shares outstanding - https://finance.yahoo.com/quote/ENZC/key-statistics?p=ENZC (Shares Outstanding, NOT Implied Shares Outstanding)
archilles
16 hours ago
If you want to know the relationship between Harry and Charles, Please read the following post written by Valuator2. For those who have not read or know the significance of it, It appeared there was a Four-way agreement between Charles, Harry, Chandra and Joe. I suspect that the group agreed to have ENZC company control relinquished to Harry. 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
Valuator2’s post # 197xxx read
….,,“Harry got control of ENZC by virtue of the adjustments in the Series A Preferred stock when they negotiated the BCA with SAGA. You can see this by looking at the BCA and comparing stock ownership disclosures in the 2023 3Q and the 2023 Annual Report which includes the 4Q.
IMO, the relinquishment of control of ENZC to Harry had to be by agreement among them because the adjustment in the Series A structure was a part of the 9 million SAGA shares (ie, 20% off the top of the 45 million shares for the subs) the 4 principals got in the SAGA deal. Look at the numbers. They each gave 11.7 million Series A's in exchange for 2.25 million SAGA shares. That left Harry's Trust with 7.2 million Series A's and the Cotropia's and Chandra with zero Series A's, leaving Harry's Trust (and this Mr. Paul) as the only owners of Series A Preferred and, thus, in control of ENZC. Prior to this agreement, the Cotropia's and Chandra controlled ENZC with 35.1 million to Harry's Trust's 18.9 million Series A Preferred. (When and how Paul got the Series A's is unknown...must have come from Harry or his Trust somehow, but they aren't disclosed on the Schedule on p. 25 of the Annual Report.) JMHO.
Another indicator of cooperation IMO is that Chandra did not have an equal number of Series A's or Series B's with the Cotropia's, but he got an equal number of SAGA shares as CC, JC and Harry...2.25 million. So, it looks like CC and JC gave him some of their shares (both Series A's and B's) to make his share totals equal to theirs. So, CC, JC and Chandra exchanged all of their Series A's (11.7 each, totaling 35.1 million shares) and Harry's Trust put up the same number of Series A's (11.7 million), leaving his Trust with the remaining 7.2 million. JMHO.
I also thought it would be just a matter of time after the closure with SAGA that CC, JC and Chandra would resign from ENZC and focus on BGEN, leaving Harry in control of ENZC. So, I'm not surprised about their leaving ENZC. The filings say the Cotropia's and Chandra were "removed" as officers and directors of ENZC on March 25, which is 6 days after the 3/19 special meeting and about 30 days before these filings. (Why the 30 day delay to report the Cotropia's and Chandra are out?) That's a harsh way to describe their exit from ENZC but was it for cause or camouflage for what was agreed anyway? JMHO.“…
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