a shell too far and courthouses too near

A Shell Too Far

Better to cheat than compete

Akers Biosciences was sued in New York and New Jersey by shareholders holding the management to account for incompetence intentional or otherwise. Oramed has been sued in Delaware by shareholders seeking to clawback executive compensation from its management for sins of omission and commission. Premas Biotech negotiated a license with itself so Akers could raise $38 million in 2020 before decamping to Florida. Premas now promises a Covid Vaccine without a scientific study that will be delivered in a pill that Oramed has not created.  The Akers Board meets 15 April to deliberate on the destination of a shell company, Cystron, that has a license worth less than the paper on which it is written but for which  Akers carries $5 million in accounting goodwill.  MyMd the Florida suitor of Akers is $3 million richer in the proposed reverse merger and is hiring.

History

Akers accumulated losses of $190 million, paid more legal fees than revenue in a year, and as a permanent defendant of securities fraud suits went to great lengths in March 2020 to acquire a shell company, Cystron, that had licensed science for a potential Covid Vaccine.

In 2020 Akers raised $38 million from public markets for the acquisition of Cystron while concealing that a Cystron shareholder, Premas Biotech, was both the licensor and licensee of the science. By August 2020 the Premas vaccine trials had produced no results and killed 50 mice for which Premas received $2 million, $40,000 a mouse. It turned out that Premas, a private Indian company, had not sought permission from the Reserve Bank of India to receive consideration for the license as a Cystron shareholder.  Premas solution was to refund the consideration received from Akers from public offerings but keep the payments for science milestones, the dead mice, that were a part of the deal which came from the same public offerings. The math was that Premas kept $2 million and returned $300,000 in cash plus about 200,000 shares.

In November 2020 Akers advised its shareholders that it could not afford trials for a Covid 19 vaccine and intended to reverse merge with a Florida shell company, MyMd,  to pursue mental health or bury the Cystron adventure in the Florida sand. The Cystron, Premas license was the one asset on Akers books and was pledged to MyMd until it was not.  Akers now intends to give the license to a Delaware shell company along with $3 million.

The Parachute

Akers paid Gemini advisors $100,000 to conclude that in theory the Akers, MyMd merger should be valued at $300 million if there was a product, revenue, and anything other than $250 million in accumulated losses between the two. Akers retained Katalyst Securities to raise money for the merger. Kalatlyst is run by a fellow convicted for bribing New York City detectives to permit the Lucchese family gambling and who had been sanctioned by FINRA for forging customer signatures,

Inside the Tent

There are 760 Akers shareholders that stretch from Chicago to Liechtenstein with a stopover in the British Virgin Islands.

The island of Tortola is the balmy home to Mainfield Enterprises owned by Trumano International that has an investment agreement with Enright Holding Corp that has an advisory agreement with Mercury Advisory Limited through a Mr Eliot Gabso, a UK national, and a Mr Moskovich, passport redacted, care of Sage Capital Limited, 9th Floor, Berkeley Square House, Berkeley Square, WIJ6BR, London, UK.

One million Akers shares came to rest in Mainfield on 9 November 2020 though Akers did not trouble the public with this information until February 2021 even though the shares represented 6% of Akers shares outstanding which by the definition of material was material. Other Akers shareholders include Alpha Capital Anstalt, Intracoastal Capital, Anson Funds, Northrock Funds, and Iroquois Capital Management run by the Executive Chairman of Akers Biosciences, Mr Joshua Silverman.

Intracoastal Capital has 1.5 million of Akers shares, either 8% or 4% of the shares outstanding, Mainfield 1.081 million Akers shares plus warrants for 1.081 million, either 11.6% or 5.8%, and Anson and Northrock together have roughly 750,000 Akers shares. The Iroquois Family of Funds own at least 1.2 million shares of Akers shares and 3.12 million warrants to buy Akers shares. Iroquois owns and controls at least 4.3 million of Akers 8.9 million shares outstanding on 16 November 2020 (about half) or 18.625 million shares outstanding on 17 November (about one quarter). And that is before considering the equity-linked consideration due to Mr Silverman.
 
specie

In the now ancient history of leveraged buyouts, private equity today, monied shareholders acquired enough shares to put drinking buddies on boards to direct management that could not find the executive washroom without permission. Previously spotless company balance sheets were flung through the banking system to borrow more money than the Titanic could hope to accommodate and pay those borrowings as dividends to shareholders basking in the instant gratification. The concern for shareholders, employees, and Shakespeare was cast into the abyss of the bankruptcy timed neatly to the quarter before the borrowed monies had to be repaid.

That was a world in which specie was tethered to something other than the global printing press of governments offering lenders the opportunity to pay for the privilege of advancing monies. Today the specie of conscription is in the equity market. The first few steps are the same, buy the shares in offshore accounts and stuff the board with sugar cookies. The next few steps are different: pay the social media brothel $100,000 to build castles in the air of the capital that lacks imagination, announce a revolutionary discovery of nothing verifiable, as the fools rush in sell them the equity. Lather, rinse and repeat in the thousands of microcap securities floating as empty shells enabled by lawyers, accountants, and consultants willing to print documents for base fees in the millions.    

Cadavers

Mr Silverman and Akers are in breathless pursuit of a new home for Cystron with a Delaware shell company, Oravax, that has the same address as Akers and for convenience, Mr Silverman is the President of Oravax, contact details josh@orva-vax.com.

The half-pregnant Cystron license has produced neither a pre-clinical trial study nor the potential for any scientific process that might do anything other than sequence yeast. Oramed claims to be in Phase clinical trials in pursuit of oral insulin without any record in international databases that track trials. Oramed and Premas claim to have an oral vaccine for Covid by some combination of Oramed’s trials for oral insulin and Premas’s imagination without a documented study of the vaccine prototype. Akers intends to contribute the Cystron license to Oravax along with $1.5 million for 13% of Oravax and pay Premas $1.2 million. The Cystron license had been pledged previously to MyMd by Akers.  Presumably, the redirection of the theCystron License would alter the calculations of Gemini in respect of the Akers, MyMd merger without the license and the $5 million goodwill on the balance sheet.

Oramed is 15% owned by Sinopharm and will pay $1.5 million to Oravax and License the Cystron, Premas License from Oravax. Oramed will receive 63% in Oravax, which will make Sinopharm the majority shareholder in Oravax. The math leaves 26% of the Oravax shares to Iroquois, Intracoastal, Mainfield and other willing parties to the financial circumcision.

But what about science?

Ruffled Fur

The idea for an oral vaccine for Covid 19 is not new. There are at least twelve trials for oral vaccines and Pfizer, which has a covid vaccine, is in a well-funded study. There are over 5000 Covid trials reported in the National Institute of Health database and conspicuous for their absence are Cystron, Premas, and Oramed.

Vaxart in 2020 earnestly pursued a study of oral vaccines. The subjects were 48 Hamsters whose lungs were measured after taking the vaccine. The infected Hamsters experienced double the weight gain, labored breathing, and ruffled fur compared to the vaccinated Hamsters. The study was declared a success but when tried on humans apparently gastric juices overwhelmed the Vaxart antigen and the test and Vaxart share prices headed south, minus seventy percent on the shares.

Vaxart was included in Operation Warp Speed during the Trump administration with shareholders from Armistice Capital. Jeffries Securities and Piper Sandler were paid $5 million to raise $125 million for the examination of Hamster Lung weight while Armistice re-wrote rights, warrants and options, to buy Vaxart stock for a fraction of a free Krispy Kreme donut.

The Vaxart efforts were greeted by a wave of subpoenas and lawsuits starting in July 2020 with the US Attorney for the Northern District of California, the SEC Enforcement Division in August 2020, and six shareholder derivative lawsuits to protect the company from its Board of Directors and Management. The Armistice Directors resigned in January 2021.

The Pill

Undeterred or unaware of Vaxarts travails the protagonists of Oravax, Mr Kunndu of Premas Biotech and Mr Nadav Kidron CEO of Oramed claimed that their pill was “100%” effective and that the investing public should be undeterred that there was no published scientific study of their claims. Mr Kidron and Mr Kunndu propose that they should be trusted.

Cystron

For the larger matter of scientific trust in Kidron and Kunndu there is the smaller matter of Cystron Biotech.  In March 2020 Cystron was formed as a shell company that lived a fourteen-day life. The shareholders of Cystron, undisclosed then, included Mr Nadav Kidron CEO of Oramed and Premas Biotech, Mr Kunndu’s company. Oramed is publicly listed company, 15% owned by Sinopharm of China, that had a vaccine of its own in human trials in March 2020.

Mr Kidron’s motives for not disclosing his shareholding in a competing vaccine company while gainfully employed by the Chinese who had invested $50 million in Oramed is for Mr Kidron to consider with his counsel. The Chinese advanced monies under a license agreement and monies under a shareholder agreement for the equity ownership, two board seats, and the electric bill. The Chinese entrusted Mr Kidron to vote the shares as their proxy. Premas Biotech had supplied Oramed with an ingredient for its oral insulin adventures and the association of Kidron and Kunndu found $38 million flight in the pandemic for Akers.

Akers took three trips to the public till in 2020 before its lawyers, Haynes and Boone, admitted to the SEC that Cystron, the reason for the till commute, was a shell company without assets or operations other than the Cystron license and Haynes contended that the public had no need to know that Premas Biotech as Licensor and Licensee was negotiating with itself. The SEC disagreed in a July 2020 targeted review.

From that July 2020 exchange of correspondence to now Akers management has been in search of another home for the Cystron license along with welcome bank accounts to receive the $38 million on the balance sheet at the expense of legitimate shareholders. The first stop was MyMd, November 2020, until the elevated thought of returning Cystron to the brain trust of Kidron and Kunndu, March 2021.

The Inconvenient Board Meeting

Akers distributed proxy materials for a board meeting on 15 April 2021 to vote on the paper mache of legal documents to strip the $38 million raised under the guise of a Covid 19 vaccine to Delaware shells and the Florida coastline.

The recidivist band of large Akers shareholders is known to the SEC through past subpoena and settlement of creating the appearance of value in microcap securities that are delivered to unsuspecting buyers relieving them of capital in public markets. The fines have only emboldened the buccaneers.

The new wrinkle is the standup routine of Kidron and Kundu that the actors may believe is harmless but involves Chinese shareholding in US-listed companies that are candidates for delisting by the SEC under the Holding Foreign Companies Accountable Act and Presidential Executive Order 13959 signed 12 November 2020 by President Trump that places review with the Secretary of Defence.

The shareholder suits will seek to have the court supervise Akers and Oramed executives write checks. Mr Kunndu may require a new dance partner and the Chinese can consider their capital a gift in the Year of the Ox.






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