shell
The term shell company brings to mind monies relieved from citizenry stolen by political elite deposited into the abyss of jurisdictions housed in office towers that reflect sunshine like bouncing subpoenas, not the broad daylight of US capital markets.
The law firm Haynes and Boone on behalf of Akers Biosciences advised the SEC that a company, Cystron, was created as a legal construct, a shell, on 10 March 2020 to acquire a license for a Covid 19 vaccine from a company named Premas.
According to Haynes Cystron was a legal construct without inputs, processes, or outputs whose only asset was the license that Akers wanted to acquire to be paid for by the public. This required Haynes and Boone to explain to the SEC on behalf of Akers in July 2020 why the public gave Akers money in April and May 2020 but had not been told details about the shell or its shareholders.
The Haynes answer was striking.
Haynes explained that Cystron was a shell company but did not mention that the shareholders in the shell were the underwriters for the Akers public offerings, HC Wainright, the Licensor of the science, Premas Biotech, and the CEO of Oramed a listed clinical development company pursuing oral insulin, Mr Nadav Kidron.
The identity of the Cystron shareholders raised the question of the need for Cystron. Why would Premas Biotech, the Licensor of the science, need HC Wainright, the underwriter for Akers, and Mr Kidron, the CEO of an unrelated company to license its own science to itself without disclosure to the public that was paying for it?
Haynes explained that accounting rules permitted Akers to acquire the Premas license without disclosures because the transaction was not a business combination but the best way for Akers to acquire the Premas license that Premas had licensed to itself. Haynes believed disclosure that the Licensor negotiated a License with itself was not something the public was entitled to know in deciding to give Akers money for the acquisition of the shell company.
the money
The Haynes logic of legal construct was that the public gave Akers money to not buy Cystron without being told that Akers would give the public money to Premas (licensor and licensee), HC Wainright (the underwriter), Mr Nadav Kidron (CEO Oramed), Akers kept most of the money, and the public paid Haynes a few million dollars to not tell it what it needed to know.
every six months a shell
Akers came to the Covid 19 vaccine or it came to Akers by happenstance because Akers was intent on cannabis after its journey through medical devices left it with $190 million in accumulated losses and a permanent defendant at the courthouse steps for claims ranging from securities fraud to a lost leg. Akers spent a few million of money the public gave it not to buy Cystron on settling some of the claims.
Historically vaccines require $500 million and 13 years to develop according to the legitimate vaccine community and there are now over 3000 trials, over 50 human trials, in varying stages of conduct. The month that the public first gave Akers money to not buy Cystron the Chinese had approved three vaccines for trials which are being distributed globally today.
The public gave Akers $20 million for the Covid 19 vaccine. In August 2020 fifty mice lost their lives in a Premas trial. Akers gave Premas $2 million of the public monies for its efforts, or $40,000 a mouse. News of Premas and the vaccine have been inconspicuous since.
Akers exhausted the public trough for Covid and intends to help extend lifespans and cure Alzheimer's through a reverse merger in Florida with a, yes, shell company. The proposal is that Akers shareholders would receive 20% of the new company while lending the new outfit $3 million of the money the public gave Akers for the last shell deal, Cystron.
The new outfit, MyMd, has three principals and would appear to be the straight men in this shell for one million each. One of the principals claims thirty years of experience in mental health on the faculty at Johns Hopkins.
The real genius is Akers having hopscotched from Medical Devices to Cannabis to Covid 19 to Alzheimer's in nine months blessed with public money to pursue its latest whim in broad daylight.
Indignation
The reverse merger encouraged over nine law firms to take umbrage and announce investigations on behalf of Akers shareholders. A start.
In the world of unpalatable truth indignation should be directed at the professionals that helped themselves from the public trough and advised the Akers Board of Directors which advice the Board followed with impunity.
A legal remedy conspicuous by its absence is holding Haynes to account for its advice and HC Wainright to account for its gluttony.
Comments