NEW YORK, NY / ACCESSWIRE / April 26, 2024 / Sagaliam Acquisition Corp. ("SAGAU", "SAGA", SAGAR") (the "Company") announced that Sagaliam entered into a Novation Agreement with Enzolytics, Inc. (OTC PINK:ENZC), Biogenysis, Inc. (BGEN), and Virogentics, Inc. (VIRO) (together the "Parties"). ​Under this 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, Inc. ("BGEN") and it's IP, patents and associated asset being developed back to ENZC in exchange for a reduction of the price from $450,000,000 to $290,000,000 with the dividend of the purchase shares to come directly to the ENZC shareholders from SAGA. The Parties 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.
Barry Kostiner, the CEO of Sagaliam, commented, "After the Sagaliam - Enzolytics transaction was closed in September, we have worked together with the Enzolytics management team to tweak the details for mutual benefit. We are excited about moving forward with the Virogentics team. The ITV-1 therapy has potential to significantly improve effectiveness and reduce costs of the standard of care for HIV. Additionally, ITV-1 is believed to have therapeutic application to other chronic conditions including diabetes, cancer and other conditions known to be impacted by peptide therapies targeting inflammation. Our IPF nutraceutical has received strong consumer approval, and we will be ramping up our marketing efforts, in parallel with our other nutraceutical products. Through the Novation Agreement, return of Biogenysis to Enzolytics, and reduction of shares issued, we believe that we have a strong foundation for building a valuable pharmaceutical company with global impact, in partnership with our colleagues at Enzolytics. We are also working with Enzolytics on building the sales, marketing and distribution infrastructure for our nutraceutical products."
Steve Sharabura, the CEO of Enzolytics, commented, "The Novation Agreement is an exciting development for Enzolytics. It serves as a solid foundation for building both Enzolytics and Sagaliam as significant biotech companies that are independent entities, but that work closely together. Enzolytics is proud to be a major shareholder in Sagaliam. The two companies have several initiatives in the works, specifically in the areas of medical testing, medical devices and an expanded nutraceutical product line. Negotiations are ongoing between Sagaliam and Enzolytics on these matters."
Harry Zhabilov, the Chief Science Officer of Virogentics, commented, "With the completion of the Novation Agreement, we have visibility to funding and the success of both companies. We now have a platform that allows us to implement our vision of bringing our technology to commercial implementation. We are also in advanced discussions with multiple synergistic biotech companies that are interested in joining our platform. After much anticipation, we are excited about moving forward on bringing our therapies to improve the lives of many patients with multiple chronic conditions, as well as increasing the near-term revenue of our nutraceutical products."
About Sagaliam Acquisition Corp.
We are a blank check company incorporated under the laws of the State of Delaware on March 31, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Sagaliam intends to continue to pursue the consummation of a business combination with an appropriate target.
Virogentics, a subsidiary of Sagaliam, is advancing multiple therapeutics targeting numerous infectious diseases. One patented and clinically tested compound, ITV-1 (Immune Therapeutic Vaccine-1), is a suspension of Inactivated Pepsin Fraction (IPF), covered by U.S. Patent Nos. 8,066,982 and 7,479,538. Studies have shown it to be effective in treating HIV/AIDS. ITV-1 has also been shown to modulate the immune system.
Forward Looking Statements
The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, Company's ability to enter into a definitive business combination agreement and Company's ability to obtain the financing necessary to consummate the potential business combination transaction. These statements are based on various assumptions and on the current expectations of Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Company. These forward-looking statements are subject to a number of risks and uncertainties, including: Company's ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction; the risk that the approval of the stockholders of Company for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Company; the amount of redemption requests made by Company's stockholders and the amount of funds remaining in Company's trust account after satisfaction of such requests; those factors discussed in Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading "Risk Factors," and other documents of Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Company presently does not know or that Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Company's expectations, plans or forecasts of future events and views as of the date hereof. Company anticipates that subsequent events and developments will cause Company's assessments to change. However, while Company may elect to update these forward-looking statements at some point in the future, Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Company's assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.
CONTACT INFORMATION
Sagaliam Acquisition Corp.,
Barry Kostiner, Chief Executive Officer
3002 Royal Palm
Baytown, Texas 77523
Tel: (845) 925-4597
bkostiner@fintecham.com
SOURCE: Sagaliam Acquisition Corp.
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