Sagaliam Acquisition announced that it entered into a novation agreement with Enzolytics, Biogenysis and Virogentics. Under the restructured agreement SAGA retains 100% ownership of VIRO, ITV-1, the nutraceutical products and license along with VIRO’s other assets.
This agreement transferred ownership of Biogenysis and its IP, patents and associated asset being developed, back to ENZC in exchange for a reduction of the price from $450 million to $290 million with the dividend of the purchase shares to come directly to the ENZC shareholders from SAGA. The parties said they believe this will significantly shorten the time needed to obtain regulatory approval to initiate the dividend of the 29 million SAGA shares issued for the purchase of VIRO. All other terms and conditions of the purchase agreement, including the make-whole provision relating to the 29 million SAGA shares, remain in place.
Sagaliam in March said its units were delisted from the Nasdaq. There were several reasons for the Nasdaq’s decision, including delinquent SEC filings, falling below the minimum $50 million market cap and the minimum shareholder threshold, as well as issues with the SPAC’s business combination with Virogentics and Biogenysis.
At the time of the acquisition, the company had 1,471,337 shares outstanding. Nasdaq staff notes that beyond the disclosure included in the SPAC’s 8-K filed Sept. 15, 2023, announcing the business combination, Sagaliam failed to disclose the closing of the transaction and issuance of shares either to Nasdaq or to the public. Read more.
