a funny thing happened on the way to the public trough

a funny thing happened on the way to the public trough

Akers Biosciences is a company with 190 million in accumulated losses, a permanent defendant at the courthouse, and a serial vaccine chaser. When last visited it prepared a public offering with an interview of the CEO for a vaccine candidate, Premas Biotech,  (25 march) for a 7 April offering. The CEO promised a novel approach to vaccine development, novel for his firm because it had no experience. There was no mention that the Licensor and Licensee of the science speculation were shareholders in an intermediary company, cutout, Cystron, making the CEO of the vaccine candidate both the Licensor and Licensee at the same time.

The first chapter of the story can be found here

https://leakingpistol.blogspot.com/2020/04/it-makes-for-good-reading.html

And now.

Akers Bioscience raised 8 million dollars from the public trough in April and Premas Biotech gave the money back.  The inconvenient bookkeeping required Akers Bioscience to update the quarterly SEC filing, 10 q, and inform inquiring minds that Premas Biotech had on two occasions returned money paid from the proceeds of public offering but Premas had kept the science milestone payment despite that also being from the public offerings.

To keep it all straight the story was that the Akers intended on 20 March to purchase a shell company, Cystron, established on 10 March the shareholders of which were: the underwriter, Premas, and Nadav Kidron CEO of a publicly listed, Chinese owned company.  The acquired shell had one asset, the license of the science from Premas. The consideration was cash, shares in Akers, science milestone payments, and capital market milestone payments. The agreements were the MIPA (acquisition of the shell company, Cystron) and the License Agreement (between the shell, Cystron, and Premas). There is no explanation of how the shell was capitalized by whom and when though there is as required detail on the shareholders of the Akers from Florida to Lichtenstein.

The refund raised more questions than it answered because the Licensor, the Licensee, and the Buyer were bound together by agreements the consideration for which was linked to public offerings.  So, does the return of monies by the Licensor that is also a shareholder in the intermediary invalidate everything? Is the exclusive license still exclusive? Has the intermediary company been sold ? Has the License been acquired ? What are public shareholders buying?

In the final scene of The Sting, Newman and Redford congratulate each other on duping a Chicago Mafia don.  Newman asks Redford if he took his share of the cut to which Redford replies with an amused shake of his head, "nah, but it was close." The Licensor accepted the science milestone payment of 500,000 but returned 400,000 of the monies from the public offering even though the source of both payments was the public offering made to an investing public that read the interview given by the Licensor of its novel approach to a vaccine despite not being in the vaccine business.  

The interview was on March 25 before the 7 April offering. The audience would not have known that the participants were shareholders in a common venture and not in the position of Licensor and Licensee in an arm or at least a thumbs length contract.  

Another offering was completed on 18 May for 4 million dollars at 3.50 a share down from 6.00 in April while the rest of the vaccine candidates raised money at higher prices. In between warrants for a million shares at 4.00 were exercised (April 6 to April 20) without disclosure in the 8 k.

Thinking the updates will be worth the price of admission










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