They told you what they were going to do... An excerpt from a
Biodexa filing of April 28, 2023 posted by prophetoffactz restates Biodexa’s intentions to become a therapeutic company rather than a
drug delivery platform company. These statements come after the failed acquisition of Bioasis by Midatech, and after Midatech became Biodexa. These strategic intentions of Midatech/Biodexa were almost identically articulated by Midatech and Bioasis in their filings related to the acquisition of Bioasis as announced on December 13, 2022. Bioasis included similar wording in its 460-page information circular for its AGM in February, 2023.
These documents are very carefully written. In my opinion, all of the wordings related to Biodexa becoming a therapeutic company and no longer being a drug delivery company served two purposes. The first was to articulate the Biodexa strategic plan. The second purpose, I suggest, was to implicitly reveal that drug delivery assets would no longer be needed or wanted at Biodexa, thus providing notice of and cover for the intended sale of the xB3 Platform into private hands after Bioasis was acquired by Biodexa. Indeed, in pursuit of this objective, Biodexa in this excerpt from the April 28th filing stated, “The enlarged, merged company would have been repositioned as a therapeutics company...”
I believe that it may have been way more sinister than that.
I believe that Bioasis knew about these plans, supported them, and may have provided cover and aid to Midatech/Biodexa for the extraction of xB3 from Biodexa and placing it in private hands by way purposefully down-valuing the xB3 Platform.
In 2021, Rathjen began to remove xB3 from public view. Unknown to shareholders, the relationship with Ladenburg Thalmann was revealed in the December 2021 AGM but not otherwise publicly reported until the release of the subsequent quarterly report and MD&A on January 20, 2022. In the MD&A, Bioasis stated on Page 8, in the first paragraph under “Corporate Development and Strategic Partnering,” with respect to LT’s efforts to expose and facilitate M&A (mergers and acquisitions) opportunities, that “...the goal is to identify accretive M&A opportunities the Company WILL BE PURSUING that add value and liquidity for shareholders." (The UPPER-CASE emphasis is mine.) That is the legal signal that Bioasis WILL either merge with or be acquired by another company. It’s a blue-sky statement that states Bioasis’s intentions. It means that Bioasis management considers itself to have given fair warning to the substance of the December 13, 2022, acquisition of Bioasis by Midatech.
After the strategic relationship with Ladenburg Thalmann (LT) was announced, Rathjen began to seriously downplay xB3 and promotion of it began to disappear. The EGF assets of Cresence were acquired and touted. The Corporate Presentation was cut from over 50 pages touting xB3 to 17 pages where EGF was highly promoted and xB3 was reduced to 2 pages.
Meanwhile, Midatech, Ladenburg Thalmann, and The Placee (Armistice) were securing control of Midatech and Biodexa through a financing that included pre-paid warrants that would eventually have given The Placee (an possibly other associates) over 90% of Biodexa’s shares, just as current control of Biodexa has been achieved by the holders of exercised pre-paid warrants..
I believe Midatech/Bioasis deal had two main purposes, the first of which was for The Placee and associates to acquire the xB3 platform. I think the rest of it all was meant to obscure this objective. Midatech and Biodexa publicly stated that neither company was going to further pursue drug delivery. The focus was to be on therapeutics. To do this, Biodexa would keep the Bioasis pipeline programs, with the probable exception of the shelved development programs like xB3-001. Biodexa may have also planned to create some other xB3 therapeutics so that Biodexa would have some promotable assets.
The second purpose for the acquisition of Bioasis, I believe, may have been to create Biodexa in a manner that had promotable value. The Placee would have gained controlling ownership of a very promotable Biodexa and would probably make a killing on that company. But the gem, the real target, in my opinion, was to extract the xB3 Platform from Biodexa and exploit it through private capital, likely with Dr. Deborah Rathjen and Dr. Mario Saltarelli following the xB3 Platform to the private company. That would have been a natural path for Rathjen and Saltarelli because, after all, they ran Bioasis and their expertise, if they actually have any, would be considered to be with the BBB and the transport of drugs across the BBB. Very cleverly, the placees’ ownership of Biodexa may have provided the players with a win of sufficient size such that the xB3 Platform could be acquired essentially without cost. New Biodexa options and agreements with Rathjen and Saltarelli could also have ensured that they would own a nice piece of Biodexa and of the private company that may have acquired xB3.
When Bioasis engaged with Ladenburg Thalmann, I believe that a plan was immediately developed that would put Bioasis shareholders into a NASDAQ company, something promised by Rathjen when she became CEO. But the plan may also have included, unannounced, the ultimate extraction of the xB3 Platform from the resulting public company.
How to Do It
The first requirement in such a plan would be to reduce the perceived value of xB3. If xB3 were perceived to have high value, then the Midatech/Bioasis deal would look like a steal and Bioasis shareholders may have turned it down. The purchase of Cresence, I believe, was not to focus on EGF but to allow that focus to be apparently drawn away from xB3, thus reducing its perceived value and its likely contribution to Bioasis’s future. The shelving of xB3-001 added to the apparent denigration of xB3’s value.
The corporate Presentation was redesigned to create a new public message - EGF promoted, xB3 demoted. The corporate presentation’s new purpose was to make an argument for the upcoming but still unknown Midatech/Bioasis deal.
My guess is that the the careless and incompetent (and hilarious) leak of an Ellipses deal for xB3-001 scared the hell out of the players. That deal would have happened after Biodexa or, more likely, a private company acquired xB3-001. It’s possible that the Ellipses deal was a go until LT got the acquisition underway. It also suggests that during the set up of the Midatech deal, Bioasis could not and would not do any serious xB3 licensing or other business deals. The value of xB3 and the Bioasis share price had to be kept low to get the deal done. If so, then Bioasis may have purposefully held Bioasis back to reduce its current and potential values.
Once Midatech’s acquisition of Bioasis was complete and the company restarted as Biodexa, then I believe that Biodexa was to be heavily promoted by LT and others as a therapeutics company with considerable potential. Concurrent with that, Biodexa, as it stated it would do, would move from a drug delivery company to a therapeutics company. I believe that Biodexa would have announced the sale of its drug delivery assets, including the sale of the down-played and devalued xB3. The xB3 Platform sale may have been done as some sort of pre-paid warrants swap/cancellation deal in return for xB3. It could also have been for cash, but because xB3 had been so badly devalued, the sale price would have been low.
Another scenario could have been to take Biodexa private. It appears that the LT setup with The Placeee gave them the power to do anything they wanted with Biodexa. Such an event would also have left The Placees with ownership of xB3 and with Rathjen and Saltarelli sharing in the spoils.
My contention was, and remains, that Bioasis, Rathjen and Saltarelli, Midatech, Biodexa, Ladenburg Thalmann, and The Placees, may have been conspiring to get control of xB3. Bioasis, with intention and motive, may have devalued xB3 to facilitate the objectives. EGF was promoted over xB3, and was done so in a very public and obvious manner. Midatech had stated that Midatech/Biodexa was getting out of the drug delivery business. THEY ACTUALLY TOLD ALL WHO WERE LISTENING THAT BIODEXA WOULD NOT BE IN THE DRUG DELIVERY BUSINESS.
It all means that in order to implement the new Biodexa business model according to plan, the xB3 platform would need to be sold. The optics would have been that Biodexa doesn’t need or want xB3. The optics would further be that Biodexa was lucky that somebody wanted to buy xB3 and that the sale of xB3 would help finance Biodexa’s repositioning as a strictly therapeutics company.
It would have all been done legally and the words used to present it all were chosen to forewarn all shareholders and investors that the xB3 Platform was going to be sold off. Shareholders might not recognize that they were told of the plans until after the plans were executed, but the shareholders were informed and should have picked up on it.
Meanwhile, the players, sitting at the table, a group that may have included Rathjen and Saltarelli, would have likely congratulateD each other for the skill with which they accomplished their main objective, the private acquisition of the xB3 Platform.
And now, since the original deal blew up, Biodexa has positioned itself to accomplish similar objectives. Pre-paid warrants have been exercised with control being placed into the hands of a new group of investors, apparently all brought to Biodexa in the financing by Ladenburg Thalmann. According to SEC filings, Biodexa is positioned to do anything its controlling interests want and that legacy Midatech shareholders have no control or influence over anything. Bioasis shareholders would have been in the same position had the Midatech shareholders not turned down the deal.
Further, Bioasis shareholders voted to accept the Midatech/Biodexa deal. So, what’s the next big event for Bioasis? Is Bioasis management allowing Bioasis to drift to near extinction so that a new Biodexa “offer” could just end it all, give a token holding in Biodexa to Bioasis shareholders, who could very possibly see the xB3 Platform fall into the hands of the players I’ve described above?
If it happens, don’t tell me I lied to you. I’ve been trying to warn you of this for two years. For many more years I’ve been expressing my concerns about management, their failings and flawed plans. And at the same time, I’ve been making clear that xB3 has never been known to fail, that if it works as hoped, then it’s worth a lot of money.
Some shareholders have called me a liar. beenthere states that he won’t hold anything against me. Some say I’m trying to get even with Rathjen. I was still under contract with Bioasis when I criticized the Chiesi deal. That was a clear shot at Rathjen. That was biting the hand that feeds me.
So why the hell would I criticize Bioasis if there was a chance that I would (and did) lose my contract by doing it?
There is ONLY ONE REASON I would report on the things I did, and that is because I felt the need to inform shareholders of the best information and opinions about Bioasis that I had, no matter the cost to me.
And that is the VERY DEFINITION OF HONESTY, and that is why there will never be any kind of reconciliation with beenthere and others.
Too many people always expected that the good things I had to say about xB3 and Bioasis would help raise the share price. Go, jd, go! I think many of them cherry-picked the positive things and ignored the negative things I had to say. And, of course, they weren’t going to blame themselves for anything. Shareholders could not even bring themselves to vote down the deal or to kick the BoD and management from their offices, despite the share price having dropped to a penny! What were you thinking?
Rathjen sent lots of signals about what her intentions were. The revelations were obscure, dissembled, and hidden among thousands of pages of files and published documents. I think that Rathjen counted on the lack of knowledge, care and effort that shareholders generally exhibit. She, I think, even convinced Graeme that December 13, 2022, would be a great day. And she exhibited great pride and pleasure about the deal. Did she fake that?
So, can anything be saved? Absolutely, but I don’t think Rathjen can or will do anything that will reflect the real value of xB3. How could she justify the monumental failures and unsupportable actions of the last two years if she suddenly found value with xB3? Doing a good deal now may even put her in legal jeopardy because the xB3 records have been spiked with down-valuations. I think she may feel the need to confirm hopelessness by executing a deal that confirms the failure of Bioasis and xB3. If xB3 falls into private hands and in two or three years xB3 makes the biotech and financial news in a big way, then you can safely assume that the potential of xB3 was known all along, that you and the markets were deceived about that, and that the win you once expected was handed to somebody else.
And I was perceptive enough to predict it and honest enough to tell you about it, completely at huge expense to and consequences for myself.
jd