powerbattles
1 day ago
There’s a lot of complex information that many might not be familiar with, such as the 80% rule in triangular mergers and the distinctions between forward and reverse triangular mergers. Going through all of this step by step is quite time-consuming.
Although I’ve achieved substantial gains through day trading, my primary goal is to help my followers grasp the situation and stay informed. Just like with RSPI, where I warned everyone about potential filing issues, I frequently urge everyone to contact the management team to ensure that filings are current. I made sure to remind everyone weeks and even months in advance of the stock’s delisting to EM. Thankfully, many people were able to exit with a profit. It’s unfortunate to see some dedicated investors still holding onto their positions, hoping for a miraculous turnaround.
Folks, Morrison he has just raised $5 million for working capital without any toxic dilution of our token. This is outstanding leadership in my book.
This stock isn't like any ordinary stock traded on the OTC. It belongs to the big board. Morrison's dream is to have us trade on larger exchanges. The old-timer has witnessed Morrison attempt to secure an Engagement Letter with Boustead Securities to roll up its subsidiary, Evolutionary Biologics, and other regenerative medicine and product companies with no dilution to the Emergent shareholders. The plan includes a $10 million initial capital raise, a public offering, and an application for listing on NASDAQ or NYSE/AMEX.
I firmly believe that he will eventually achieve his dream.
powerbattles
1 day ago
Creating Shared Value Through Wellness, Health, Beauty, and Personal Care. LB EQUITY https://www.lbequity.com/ is an investment firm focused on emerging brands in the beauty and personal care sectors. LB Equity Health and Wellens Fund ("LB Equity"), a division of The Lucas Group run by Jay Lucas, formerly a founding Partner at Bain Capital.
Exciting news for the company!
LB Equity Health and Wellness Fund APOLLO 5 million dollars. Furthermore, Jay Lucas will also join the Board of Directors and serve as the Company's Financial Advisor.
As Morrison mentioned, there would be two more board members. Now, Morrison has announced one new board member, with one more to come. It's awesome to have Jay Lucas as the company's financial advisor! Can you believe that? Let me repeat it loud and clear: Jay Lucas is now both a board member and the financial advisor for the company.
President, The Lucas Group and LB Equity, Managing Partner
https://www.linkedin.com/in/jay-lucas-7423975/
Jay began his career at Bain & Company, where he rose to Partner developing growth strategies for consumer brand and marketing information based companies on a global basis. Through his work for his clients, Jay has developed a depth of experience in several industry sectors including consumer products, retail marketing, pharmaceuticals, and healthy living, among others.
Following Bain, Jay founded The Lucas Group, where he serves as Chairman. The Lucas Group is focused on the specialized needs of private equity investors and their portfolio companies; performing due diligence and developing growth strategies. The Lucas Group has performed due diligence on more than 700 transactions, in partnership with such leading private equity investors as Warburg Pincus, Clayton Dubilier & Rice, Welsh Carson, JH Whitney, Goldman Sachs, and Berkshire Partners among others. Building on the success and relationships of The Lucas Group, Jay created Lucas Group Capital to co-invest with private equity investors in the lower middle market. Investment partnership firms include Webster Capital, Gridiron Capital, RFE Investors and Fireman Capital.
In addition to his business interests, Jay has also been active in government and politics. While in college, he served two terms in the New Hampshire House of Representatives, and later in 1998, ran for Governor, winning the party nomination, but losing in the general election. Thereafter, he helped Lucas Group develop a nationally recognized practice advising governors and their administrations on how to effectively apply business principles to the government sector.
https://www.lbequity.com/team
https://www.jaylucas.us/about-jay
LB Equity currently has investments in 13 portfolio brands sourced from around the world and marketed in major retail channels throughout the United States. Their most recent investment was on Mar 21, 2023, when Mad Rabbit raised. $10M.
https://www.lbequity.com/news
5 MILLION DOLLARS of FUNDING FOR APPOLO that is nothing compared to the $50 million Fund below:
LB Equity Forms $50 Million Fund For Cannabis Beauty & Wellness Products
https://www.greenmarketreport.com/lb-equity-forms-50-million-fund-for-cannabis-beauty-wellness-products/
https://www.gcimagazine.com/brands-products/news/news/21869669/lb-equity-gives-standard-dose-a-hit
HOLY COW! CHECK IT OUT MORRISON IS THE EXECUTIVE & PART OF THE LB EQUITY MANAGEMENT TEAM.
https://www.lbequity.com/team
The connection here is AMAZING!
Karen Ballou
Co-Founder, Chief executive, and Senior Partner
Karen Ballou has been a leader and innovator in the skincare and wellness space her entire career. Most recently, she is the founder and CEO of Immunocologie, an all-natural skincare brand focused on skin health and immune protection as well as co-founder of LB Equity, a growth equity fund investing in emerging brands in beauty, wellness, and personal care. During her career, Karen has helped formulate, position, and launch more than 75 brands. In addition, she is a licensed esthetician, has founded and owned day spas in Atlanta, Chicago, Connecticut, and authored curriculum for the American Esthetician Association. She is also a sponsoring member of the Global Wellness Institute. Karen’s approach is integrative and holistic with an emphasis on natural ingredients and spiritual wellness.
https://www.balloureview.com/meet-the-experts/karen-ballou
https://pitchbook.com/profiles/person/295034-32P
Karen Ballou, the Founder and CEO of Immunocologie skincare and a partner at Lucas Brand Equity,
Karen Ballou CEO of Immunocologie Skincare
https://immunocologie.com/
These are solid, fundamental facts that will guide us to success. If you don’t see the opportunity here, there’s nothing more I can say. There's a reason I’ve been invested in this for over a year. Nothing else in the OTC market catches my eye like this stock does; it’s one of the best gems I’ve found. IMHO:)))))
trader59
1 day ago
About that 80% rule... and once again... how much of the KOAN stock did the preferred shareholders of EMGE get?
Very first page of the exchange agreement:
WHEREAS, the EMGE Preferred Shareholders own 100% of the issued and outstanding equity interests of the Series A, Series C and Series F Preferred Stock of EMGE on a fully diluted basis, which collectively have more than a majority of all voting capital stock of EMGE (the “EMGE Equity Interests”);
WHEREAS, the EMGE Parties believe that it is in their respective best interests to exchange all of their respective EMGE Equity Interests for an equal number of issued and outstanding shares of preferred stock, of KOAN (the “KOAN Exchange Shares”), which will consist of a series of Preferred Stock that may convert into 93% of the common stock of KOAN on a fully diluted basis and the current shareholders of KOAN owning approximately 7% of the fully-diluted capitalization of KOAN, assuming all existing debt, as annexed hereto as Schedule A, has converted at $0.035 per share, prior to Closing (hereinafter referred to as, the “Exchange”), as more fully set forth in this Agreement;
They've done all the exchanging that they intend to do. If they intended to exchange the common stock, they'd have said so in the exchange agreement. There was no reason for them not to.
powerbattles
1 day ago
Soon, KOAN will be renamed Apollo and will have a new Cusip number and symbol. The stock at play here is EMGE, and Morrison is focusing on EMGE. The merger structure revolves around EMGE because it is the entity with current business operations and revenue. For more info, visit Apollo's front page and then check out the news page. As Gatorca mentioned, the Apollo website currently displays news exclusively from EMGE.
https://apollobiowellness.com/in-the-news/
If we achieve a 1-1 share exchange, the value of EMGE would instantly increase 20-fold. This is something that Ihub users are clueless about; they have no idea regarding the differences between reverse triangular mergers and forward triangular mergers. Idiot basherTrade59's bashing of EMGE's common shares will be wiped out, which is hilariously stupid nonsense. If he has any brain cells left, he could simply Google or ask an AI these questions before spewing nonsense here:
1 - What happens to the stock in a reverse triangular merger?
2 - How does a reverse triangular merger affect shareholders?
Furthermore, this is something that nobody here knows or even considers exists. If people understood SEC rules and regulations and could read financial statements thoroughly, I wouldn't need to point this out. There is the '80% rule' for reverse triangular mergers. The '80% rule' refers to a provision under U.S. tax law (specifically Section 368(a)(2)(E) of the Internal Revenue Code) that outlines a requirement for a transaction to qualify as a tax-free reorganization, specifically in the context of a reverse triangular merger. I won't delve into details, but here's one requirement they must fulfill: After the merger, shareholders of the target company—in our case, EMGE—must receive stock of the acquiring corporation, KOAN, equal to at least 80% of the total value of the target company's (T's) stock that they owned before the merger.
So, what is the EMGE value worth to KOAN? Despite KOAN trading higher than EMGE, it is nothing but an empty shell. In contrast, EMGE boasts multiple businesses, assets, and revenues in the multi-million-dollar range. Therefore, an exchange ratio of 1-1 is justified as a fair deal. Additionally, given that insiders at EMGE hold more than one-third of the outstanding shares, they are also seeking a higher per-share price. IMHO:)))
Stay tuned for more exciting DD coming soon...
powerbattles
2 days ago
Paulie is still clueless; he continues to post incorrect, pathetic stupid nonsense about Zimbler controlling the company.
Let me make it clear; Mr. Morrison is the only one who fully controls the voting of the company. He is the only one who holds Series C Convertible Preferred Stock and possesses 94.79% of the voting power of the Company’s outstanding voting securities.
Vote Required
The vote, which was required to approve the Amendment, was the affirmative vote of the holders of a majority of the voting power of the Company’s outstanding voting securities. Each holder of Company common stock is entitled to one (1) vote for each share of common stock held. The date used for purposes of determining the number of outstanding shares of voting stock of the Company entitled to vote is June 27, 2024. The record date for determining those shareholders of the Company entitled to receive this Information Statement is the close of business on June 27, 2024 (the “Record Date”). As of the Record Date, the Company had outstanding (a) 96,179,058 shares of common stock and (b) 2,000,000 shares of Series C Convertible Preferred Stock. The holder of such Series C Convertible Preferred Stock possesses 94.79% of the voting power of the Company’s outstanding voting securities. Holders of the Company’s common stock have no pre-emptive rights. All outstanding shares are fully paid and non-assessable. The transfer agent for the Company’s common stock is Worldwide Stock Transfer, LLC, 1 University Plaza, Suite 505, Hackensack, New Jersey 07601.
paulie c
4 days ago
Inside information...lol, NO. The only reason I know of this co, as I mentioned before in detail, I/we ....a fund that I worked for (past tense), was approached by a broker in NY to invest in a private co called Pegasus Specialty Vehicles. On the first call was James Zimbler who was acting as the I believe his title was director of finance for Pegasus. He was the guy trying to secure funding. We actually liked Pegasus a lot. But Zimbler came across as a used car salesman, very shady being politically correct . The next thing we know, they call us and want to back Pegasus into a public co, that co was KOAN. We did extensive diligence and decided not to pursue the investment because of 1) the background of KOAN and its mgnt team and 2) Zimblers involvement after we looked at his penny stock history and being a felon. So KOAN announced the deal and then it was cancelled. Next, EMGE decides to do a share swap with KOAN. The deck chairs on the Titanic just being re-arranged. So there are those who know this co and know they have been having a hard time raising a cent aside from an individual who's name you can see in the filings. My beef, Zimbler has a history of destroying shareholders. and ppl should know about him ...CNGT is down 99.9%, EMGE is down what, 99%? There is no way this guy should even be allowed to touch a public co given his background and all the other noted felons involved in this co. SO NO, NO INSIDE INFORMATION.
trader59
4 days ago
Very first page of the exchange agreement:
WHEREAS, the EMGE Preferred Shareholders own 100% of the issued and outstanding equity interests of the Series A, Series C and Series F Preferred Stock of EMGE on a fully diluted basis, which collectively have more than a majority of all voting capital stock of EMGE (the “EMGE Equity Interests”);
WHEREAS, the EMGE Parties believe that it is in their respective best interests to exchange all of their respective EMGE Equity Interests for an equal number of issued and outstanding shares of preferred stock, of KOAN (the “KOAN Exchange Shares”), which will consist of a series of Preferred Stock that may convert into 93% of the common stock of KOAN on a fully diluted basis and the current shareholders of KOAN owning approximately 7% of the fully-diluted capitalization of KOAN, assuming all existing debt, as annexed hereto as Schedule A, has converted at $0.035 per share, prior to Closing (hereinafter referred to as, the “Exchange”), as more fully set forth in this Agreement;
They've done all the exchanging that they intend to do. If they intended to exchange the common stock, they'd have said so in the exchange agreement. There was no reason for them not to.
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