Intent
To conspire to break a securities law is, in the meaning of that law, all that is required. It is not the conduct, not the breaking, it is the intent to break the law.
The meetings that led to the creation of Cystron Biotech, a shell company, intended to create a way for Premas Biotech to license its claimed Covid 19 vaccine to itself. Premas was one shareholder in Cystron. The others were the underwriter and the CEO of Oramed, a company in pursuit of oral insulin. Akers Bioscience would buy Cystron and raise money from the public to do so claiming that Akers new business was the evangelical pursuit of a Covid 19 vaccine.
The motivation for the shell was greed. As long as the Cystron shareholders agreed to be straight men for monies raised from the public by Akers they would divide up to $10 million along with the $2 million upfront, 19.9% of Akers shares, and science-related payments for Premas.
Akers kept most of the $24 million raised to repair a balance sheet with $190 million in accumulated losses, $6 million in claims at the courthouse door, and to creep off into a Florida night through a reverse merger with another shell.
The intent was greed and the pandemic was the path.
The Oramed CEO, Nadav Kidron, needed anonymity. Oramed had a Chinese shareholder of over 13%, Sinopharm, that had a Covid 19 vaccine of its own in development. That Mr Kidron intended to moonlight as a cigar store mannequin would violate at least a few confidentiality and shareholder agreements.
Mr Kidron managed to keep his role a secret until Akers had to ask the SEC for permission for Mr Kidron, and others, to sell their shares. Then the Cystron laundry, rumpled or otherwise, flailed in the wind for public inspection.
In the end Premas sacrificed 50 mice at $40,000 each to not develop a vaccine.
Oramed received a letter from its Chinese shareholder not willing to part with more money. Oramed filed with the SEC to raise another $40 million to fund a clinical trial for oral insulin with the caveat that Oramed's people and operations are in Tel Aviv beyond the reach of US Securities laws. Mr Kidron, the Oramed CEO, is a lawyer.
Akers replaced its underwriter with one that had been indicted previously for association with organized crime and proposed a reverse merger with a Florida shell to pursue solutions for mental health.
Nine class action law firms and counting rose to indignation on behalf of Akers shareholders.
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