From the 10/29 CC. The discussion was between one of this boards outstanding members and Joe:
Scott: Okay. So, switching gears a little bit to the NGIO. Are you able to give us any information as to what exchange you're hoping that would trade on?
Joe: Yes, the NASDAQ stock exchange. There are five ways to take a company public: an IPO--which takes forever; you have a shell, which takes 13 months to even stock and think about a listing; you have a NASDAQ vehicle that you can merge into, but you give up a huge, huge percentage of the company--and I'm not planning on doing that whatsoever, just so I could come out again with NASDAQ. And then you have an operating vehicle which is not being the shell, and that's the way we're going.
So, which is NASDAQ--
Scott: And so, when you say the end of November, we hope to have the NGIO spin complete, you're saying we hope to be on the NASDAQ market.
Joe: Well, we'll apply for the NASDAQ deal, yes. Just think about it in terms of this: when we spin out NuGenerex Immuno-Oncology, there is absolutely no hair on that. It's been audited under on Generex for well over ten years; those
Generex Investor Call October 29, 2019
Page 17 of 43
audits are just a split out from the Generex overall audits. So, there's a time advantage there.
We acquired an existing, operating company--not a shell--that is list-ready to list out the next day, if you fit all the criteria. The only criteria that we need for a NASDAQ listing is our going concern, which is all the cash--well, oneyear cash burn that will allow us to do operations for one year. The NASDAQ wants to see that you have the going concern on. That's the only big thing that we have there, and of course with all the great stuff that NuGenerex Immuno-Oncology has going on, there's no shortage of money that will be raised to get it to a NASDAQ listing.
But again, IPO takes a long time; NASDAQ shell, 13 months. I mean a shell is 13 months from the time you acquired it to the time you can even start thinking about uplisting. A NASDAQ vehicle, you give up a lot of the company to get one of those, and I don't want to do that because of the high value that NuGenerex Immuno-Oncology represents, so that is out.
So, the only other quick, easy, and best way--and obtaining all 100 percent within Generex-- is to acquire an operating vehicle. And an operating vehicle that does not have shell status. That's what we acquired, that's what we're going to be merging into, and that will immediately stop the clock on when we can list this to a NASDAQ exchange.
So, it's the quickest, it's the fastest, and it's the best way, in my opinion, to do that--and to give our shareholders immediate value as well as the hundreds and hundreds of millions I believe we're going to add to the Generex balance sheet, which is phenomenally huge. Our balance sheet once we take it public, will change dramatically.
Scott: Sounds great....
From the 11/29 CC. Joe's comment about the spin out:
As it pertains to NGIO's spin-off, as reported, our operating company public vehicle was acquired and we are working on the audits and nearing the corner on completing all the legal work necessary to bring this public and your NGIO shares to trading.
Scott: Okay. So, switching gears a little bit to the NGIO. Are you able to give us any information as to what exchange you're hoping that would trade on?
Joe: Yes, the NASDAQ stock exchange. There are five ways to take a company public: an IPO--which takes forever; you have a shell, which takes 13 months to even stock and think about a listing; you have a NASDAQ vehicle that you can merge into, but you give up a huge, huge percentage of the company--and I'm not planning on doing that whatsoever, just so I could come out again with NASDAQ. And then you have an operating vehicle which is not being the shell, and that's the way we're going.
So, which is NASDAQ--
Scott: And so, when you say the end of November, we hope to have the NGIO spin complete, you're saying we hope to be on the NASDAQ market.
Joe: Well, we'll apply for the NASDAQ deal, yes. Just think about it in terms of this: when we spin out NuGenerex Immuno-Oncology, there is absolutely no hair on that. It's been audited under on Generex for well over ten years; those
Generex Investor Call October 29, 2019
Page 17 of 43
audits are just a split out from the Generex overall audits. So, there's a time advantage there.
We acquired an existing, operating company--not a shell--that is list-ready to list out the next day, if you fit all the criteria. The only criteria that we need for a NASDAQ listing is our going concern, which is all the cash--well, oneyear cash burn that will allow us to do operations for one year. The NASDAQ wants to see that you have the going concern on. That's the only big thing that we have there, and of course with all the great stuff that NuGenerex Immuno-Oncology has going on, there's no shortage of money that will be raised to get it to a NASDAQ listing.
But again, IPO takes a long time; NASDAQ shell, 13 months. I mean a shell is 13 months from the time you acquired it to the time you can even start thinking about uplisting. A NASDAQ vehicle, you give up a lot of the company to get one of those, and I don't want to do that because of the high value that NuGenerex Immuno-Oncology represents, so that is out.
So, the only other quick, easy, and best way--and obtaining all 100 percent within Generex-- is to acquire an operating vehicle. And an operating vehicle that does not have shell status. That's what we acquired, that's what we're going to be merging into, and that will immediately stop the clock on when we can list this to a NASDAQ exchange.
So, it's the quickest, it's the fastest, and it's the best way, in my opinion, to do that--and to give our shareholders immediate value as well as the hundreds and hundreds of millions I believe we're going to add to the Generex balance sheet, which is phenomenally huge. Our balance sheet once we take it public, will change dramatically.
Scott: Sounds great....
From the 11/29 CC. Joe's comment about the spin out:
As it pertains to NGIO's spin-off, as reported, our operating company public vehicle was acquired and we are working on the audits and nearing the corner on completing all the legal work necessary to bring this public and your NGIO shares to trading.
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