Regulators, no question. We'll talk about it all in a second...
But first, yes, Finallytherock is correct. I have always tried to look both ways before crossing the Bioasis street and Ftr is recognizing it, at last. I could never bring myself to be unequivocal about much of anything regarding Bioasis. Finallytherock is maintaining his irrelevance. He's singing Yankee Doodle while the ship is sinking.
Other than meeting her at the AGM in 2018, knowledge of the circumstances of Dr. Deborah Rathjen's firing from Bionomics was the start of my mistrust in her. I defended her in the beginning, saying that being fired after 18 years is kind of positive. But it turned out to be not so positive. (Her performance at the AGM in 2018 was concerning. She didn't know much of anything about Bioasis despite being on the BoD for over a year at that point. And she said some things, and interrupted some things - there were others there who saw it.)
And then, as I have described here before, less than 4 months after she became CEO, the Annual Financial Report came out in June 2019. She and I talked about it a few days later. That was when I made a comment about The Large Pharma and GABA-a.
GABA-a! Hoo wee! I told her that I was having a look at GABA-a. She asked me why I was looking at GABA-a. I told her it was because it was the subject of the large pharma deal. She asked me how I knew about that. I told her it was in the annual report. She argued with me about that, saying it wasn't in there. It WAS in the filings and she actually argued with me about it. I was both bemused and not so bemused.
She signed the Annual filings and she also signed Form 52-109FV1, Certification of Annual Filings, Venture Issuer Basic Certificate, which is there on SEDAR like everything else and states the following:
"I, Deborah Rathjen, Chief Executive Officer of Bioasis Technologies Inc., certify the following:
1. Review: I have reviewed the annual financial statements and annual MD&A (together, the “annual filings”) of Bioasis Technologies Inc. (the “issuer”) for the financial year ended February 28, 2019."
And then document describes what she's certifying.
If she reviewed them, she missed the part about GABA-a. She signed the documents without fully knowing what was in them. There's no other way of looking at that.
Well, GABA-a was there and stayed in there from the June, 2019 filings until the Q2 filings of October 2020. It's in the records on SEDAR, still there. I wrote on here about GABA-a and Biogen's work with it, although we've never learned the identity of The Large Pharma. Biogen was where former Bioasis director,
Dr. Maha Radhakrishnan, M.D. went. She's Biogen's Chief Medical Officer and a Group Senior Vice President. She leaves DrDR in the dust.
And then, in June of 2022, Dr. Deborah Rathjen leaked a reference to an Ellipses deal, stating in a presentation that xB3-001 has been "licensed to Ellipses." Was it an accident? I think so. I think she got her presentations mixed up and used a presentation that was possibly created to pitch aspects of this Midatech acquisition to players in the deal. If an Ellipses deal is a fait accompli but waiting to be signed until after the acquisition, then Bioasis likely should have had access to a considerable sum of money, but DrDR may want the Midatech deal more than she wants to take care of Bioasis and its shareholders.
Why was Ellipses in that presentation? It's something that ought to be given to regulators.
Of course, there's my own situation where Dr. Deborah Rathjen blithely stopped paying me with no notice whatsoever, verbal notice or the required written notice, ignoring our contract. Although she has a history of laziness in reading official documents, it is no excuse, not morally, nor legally. If she decided to cut me loose without telling me and by ignoring my contract, and did so because it would upset shareholders, then that may be fraud and I will pursue it as that. The delayed payment of invoices may have been a tactic to keep me in the fold, with the idea that I would consider that I was being something, anything, would keep me around until she felt it was safe to just ignore my contract. Well, that's exactly why I kept on working, thinking that deals were on the way and Bioasis would have the money to catch me up.
Which all leads me to the question, can Dr. Deborah Rathjen be counted upon to negotiate and consummate this Midatech deal in a competent and/or forthright manner?
The combination of Midatech and Bioasis will own only about 23%, maybe 24%, of the resulting company called Biodexa. Ladenburg Thalmann and Lind will together own 17%,. The placees who will be buying the financing controlled by Ladenburg Thalmann will own 56.6%. That means that Lind, Ladenburg Thalmann and the placees together own almost 74% of the company.
So the question is, who, exactly, is acquiring Bioasis, because it sure isn't Midatech? It looks to me like Midatech and Bioasis are being acquired by Ladenburg Thalmann and the people they've brought to the table, perhaps with the help of a Bioasis Corporate Presentation stating that xB3-001 has been licensed to Ellipses, the future of xB3 looks great, but don't worry, those Canadian Bioasis shareholders won't understand any of this.
And now Bioasis has signed a bridge financing promissory note and owes money to Lind and has pledged the assets of the company (xB3) against loans and may not be able to back out this deal, no matter how shareholders vote, without defaulting on the loans and losing xB3.
So, what is the truth in all of this? Who can sort it out?
Regulators might help.
But, but, but...
We should discuss whether former Bioasis shareholders can get a win out of 10% ownership of Biodexa. We should have a look at that, especially if Biodexa signs a nice xB3-001 deal with Ellipses, which would mean big things with respect to other deals. It's NASDAQ and things can fly if Stoopid Dayz happen.
Gotta look both ways on this street. You could get struck down by a flivver, or find your dreams on the other side of the street..
jd