Questioning The Deal - Part 1 This a reposting of my earlier post about the Biodexa setup.
When prophetoffactz says that "Biodexa's CEO is much more promotional" he doesn't realize that he's saying that Dr. Deborah Rathjen was not promotional, and certainly that is true. Poof hasn't figured it out. He saw it, but he didn't realize that Dr. Deborah Rathjen may have been purposefully non promotional.
I think it possible that the Bioasis CEO may have acted on instructions or suggestions from the other players in this deal, to shut up about Bioasis, the xB3 platform, xB3-001 and the other xB3s and their potential values. Why has Bioasis been so quiet? I've been pointing it out for over the last year. It's on the record. The decline or elimination in most aspects of Bioasis promotion and disclosure forms part of the company's permanent public record.
There are many questions.
Why wouldn't Bioasis make clear to all of the investing and pharmaceutical world that there is huge value in the xB3 Platform, xB3-001 and the other xB3s, and in the deals and partnerships existent now? Why did Bioasis cut back so drastically on that? Why has everything about xB3 been almost completely hacked from the corporate presentation offered on the Bioasis website? Could it possibly be because these new buyers of Bioasis would most assuredly not want competition for xB3 and they wouldn't want a deal that would cash up Bioasis to take Bioasis out of its vulnerable state? Were they trying to avoid an higher purchasing price for Bioasis from its shareholders?
I have been asked in the last few days why a pharma, perhaps one of Bioasis's current partners, hasn't come forward and offer more than this terrible deal offers.
Even Midatech CEO Stamp is touting the incredible potential value of xB3. Why didn't anybody snatch this up for $5 million, or $50 million, or $500 million? After all, the number $50 billion is being thrown around. And why do they feel so comfortable with promotion now, before the vote?
We may never know whether pharmas fished around to buy Bioasis. Could pharmas have been told that Bioasis is not for sale to a them in a deal where the pharma would have purchased all of the shares, leaving Bioasis shareholders with no stake in the future value of xB3? Yes, that could have been a downside for Bioasis shareholders. But a deal with a company like Protalix could have been an all-share deal giving Bioasis shareholders a huge stake in the future potential of xB3, not the less than 10% or even less that they will have with this deal.
But then there is another little problem with a selloff to a pharma, even if it was a merger with a company like Protalix. That problem is simple. The deal that is now being done allows Ladenburg Thalmann (LT), Lind, Armistice, Rathjen and Saltarelli to maintain control of xB3 with their combined +75% of Biodexa. They would not have that control in a merger with or acquisition by a pharma with pockets deep enough to do the deal, either in shares or cash, and then to advance xB3 without debilitating financial constraints.
There is an appearance here that the Bioasis CEO and BoD may not have acted in the best interests of shareholders during the last 12 to 18 months while Ladenburg Thalmann was helping Bioasis enter an "accretive"arrangement with LT and their choices of buyout partners. The question, of course, is whether this participation by Bioasis was intentional, or was it simply bad judgement? Or did Bioasis just give up?
The leak of the corporate presentation at the Vancouver airport in June, 2022, is very suspicious. In that presentation, never to be seen again, under the section called "New Partnerships," it was stated, "xB3-001 licensed to Ellipses." When asked later, Dr. Deborah Rathjen indicated that the company had moved on from that deal. The leak may have caused the deal to be abandoned for the very simple reason that eventual completion of the deal would have confirmed the deal was negotiated and agreed upon without disclosing it to Bioasis shareholders before the current deal was made with Midatech. Worse, Bioasis shareholders would be voting on the Midatech deal without the benefit of knowing that xB3-001 was already sold. And that means that if the deal was done and disclosed, Bioasis would have had no need for this awful sale to Midatech and LT group, a group that will include Dr. Deborah Rathjen after the deal is done.
That leaked presentation was intended for people other than Bioasis shareholders, probably to players in the Midatech deal. It could be that Ellipses was none too happy about it, although xB3 presents lots of opportunities for Ellipses to acquire some other xB3 rights. As for xB3-001, it's an almost certain blockbuster. It can be sold to somebody else in a heartbeat, including to a closely held private company, or to a venture cap.
So there is a real good question to be asked by authorities about whether Bioasis management and BoD looked after their Bioasis responsibilities in good faith, as I have complained about amid accusations that I have a personal grudge against Dr. Deborah Rathjen. I do, but this deal is what it is, and isn't what it isn't, no matter what I think of DrDR. For over a year, Bioasis was down-selling Bioasis. The corporate presentation was neutered with respect to xB3. It's forms part of the record.
And was the line of credit with Lind the first move (June, 2021) in the chess game that started this deal on its way? Was the LOC the move that would result in checkmate, leaving Bioasis shareholders with no choice but to accept the whole deal or lose all Bioasis intellectual properties and current partner programs by defaulting on payments to Lind? The timing of the defaults and the deal closing date are exquisitely timed.
Is there a relationship between Lind and Ladenburg Thalmann? Why hasn't Lind forced a default? Bioasis has missed payments. It looks like Lind could have already gutted Bioasis. Was it better for Lind to grant extensions to Bioasis so that its relationships with such money-makers as Ladenburg Thalmann and others would remain intact, with bigger things than Bioasis remaining available to them?
I don't know the answers. Perhaps an investigation by regulators is needed. Was Dr. Deborah Rathjen smart enough to put this together? Or was she "guided" by the other players? Did she carelessly leak the Ellipses "deal". That leak must have caused a frantic phone call or 12.
But there is no wonder that Stamp and Rathjen are pumping the deal and Watson & Crick nonsense. They know they've won. I believe the Lind defaults nail it. So, yeah, of course prophetoffactz believes it and is pumping it. It's all there is for him to copy and paste, the words and actions of the players, the public ones, and not the words and actions that took place over the last many, many months that remain hidden from Bioasis shareholders.
And let's mention the Prothena options, the late but unlamented Prothena options. Those options, three of them, later two, in the end gave Prothena the rights to two xB3 targets that Prothena could name within a certain time period. If Bioasis or an xB3 licensee wanted to start work on a new xB3 target, Bioasis needed approval from Prothena to do so. Prothena could have the rights to any new target not named in the Prothena/Bioasis agreement. The options expired on certain dates unless Bioasis extended the option dates, which Bioasis did as detailed in the Annual Report released in June, 2021, just after the Lind financing agreement.
The extension of interest to shareholders is the one granted on March 17, 2021 when the options were extended to December 31, 2022, a few days from now. On the subject, that Annual Reports states:
"In April 2020, the Company extended the original license option period by six months until December 31, 2020. On December 8, 2020, the Company extended the original license option period for the Prothena License Agreement by three months from December 31, 2020 to March 31, 2021. On March 17, 2021, the Company further extended the original license option period through December 31, 2022. "
That extension to December 31, 2022, wasn't even mentioned a month later in the Q1 report released on July 29, 2021. Instead the company announced that the March, 2021, extension was only until July 31, 2021. The Q1 report states:
"In March of 2021, the Company extended the Initial Option Period until May 31, 2021 unless extended for two additional years by Prothena for a fee as described in the agreement, in which case the Option Period would end May 31, 2023. On May 27, 2021, the Company extended the Initial Option Period from May 31, 2021 to July 31, 2021, which can be extended for two additional years by Prothena for a fee as described in the agreement, in which case the Option Period would end July 31, 2023."
In the Q2 financial report released in October, 2021, it was announced that the options expired. I have always been suspicious of many aspects of the Prothena deal. I don't think Prothena is working with xB3 on anything. They may have abandoned the payload they were originally going to transport with xB3. I think it possible that the option period extensions granted were unilateral on Bioasis's part. As long as the options were alive, it would look like Prothena was working on something with xB3.
Further, I think it possible that Bioasis cancelled the December 31, 2022 extension and forced the new deadline of July 31, 2021 on Prothena, knowing that Prothena would not pay to extend it. Having not likely yet worked with xB3, Prothena may not have been willing to pay for something it may never use. So why did Bioasis force the decision on Prothena?
Was it because in the setting up of the Midatech deal, the participants didn't want Prothena to be able to exercise a right of first refusal on any drug that the Biodexa group might want to advance or sell to a third party? Did the Midatech/LT group, maybe including Lind, once they saw in June 2021 that Bioasis had granted Prothena the extension until December, 2022, immediately stepped in and forced or convinced Dr. Deborah Rathjen to cancel the extension and to make a move to eliminate the options altogether? Does that mean that the Midatech/LT/Lind deal was in full advance over 18 months ago? And is that why promotion and advancement of Bioasis's affairs seemed to stop that long ago as I wrote here many times? Is that why DrDR stopped paying me, because I was meddling in the set up?
And in the filings for this Midatech deal, it states that the Prothena deal has potential for $30 million in payments to Biodexa. With three of the original options expired, and the other likely given up, is there ANY likelihood of revenue from Prothena? I would suggest that there is no likelihood of $30 million in revenue with so much of the original deal cancelled. Is the information in the filings false? Just a typo?
How can Bioasis be sold for a price only slightly higher than what Chiesi paid upfront for the rights to four LSDs? And, at no extra cost to the Midatech/LT buyers, get the xB3 platform, xB3-001 and other potential blockbusters, and the ongoing partnerships, including the Chiesi deal, for a price slightly higher than Chiesi paid for the four LSDs?!!
Enquiring minds would love to know some of these things.
All of these things and the terms of the deal giving the non-Midatech and non-Bioasis players in the deal (LT, Lind, the placees and Rathjen) more than 75% of the company, with the Bioasis CEO and BoD pledging their shares and options to vote for the deal, by signed agreement, combined with certain commissions and omissions on the parts of all the players, raise some serious questions.
These questions ought to be investigated by proper authorities before any deal proceeds, with loan defaults put on hold until it is learned how all this went down.
There needs to be a serious look at this, right sharply.
JD Boomskid