SAGALIAM ACQUISITION CORP. ANNOUNCES EXECUTION OF DEFINITIVE BUSINESS COMBINATION AGREEMENT AND RECEIPT OF NASDAQ LISTING DELINQUENCY LETTER
15 September 2023 - 10:47PM
Sagaliam Acquisition Corp. (NASDAQ: “SAGAU”, “SAGA”, “SAGAR”)
(“we”, “us”, “our”, or the “Company”) announced today that it
received a delinquency notification letter (“Notice”) from the
Listing Qualifications staff of the Nasdaq Stock Market LLC
(“Nasdaq”) on July 25, 2023 due to the Company’s non-compliance
with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2023 (the “Form 10-K”). Nasdaq
Listing Rule 5250(c)(1) requires listed companies to timely file
all required periodic financial reports with the Securities and
Exchange Commission (the “SEC”).
The Notice states that the Company has until
September 25, 2023 to submit to Nasdaq a plan to regain compliance
with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s
plan, then Nasdaq may grant the Company up to 180 calendar days
from the prescribed due date for filing the Form 10-Q or until
November 20, 2023 to regain compliance. If Nasdaq does not accept
the Company’s plan, then the Company will have the opportunity to
appeal that decision to a Nasdaq Hearings Panel.
As previously disclosed, the Company requires
additional time to prepare, review and finalize its financial
statements, and its auditors have not completed their audit of the
financial statements. The Company is continuing in its efforts to
file the Form 10-Q as soon as reasonably practicable.
The Company has executed a binding business
combination agreement for the purchase of Biogenysis, Inc. ("BGEN")
and Virogentics Inc. ("VIRO"), operating subsidiaries of Enzolytics
Inc. (OTC PK: ENZC). The combined company is expected to trade on
NASDAQ.
This announcement is made in compliance with
Nasdaq Listing Rule 5250(b)(2).
About Enzolytics
Enzolytics, Inc. is a drug development company
committed to commercializing its proprietary proteins and
monoclonal antibodies to treat debilitating infectious diseases.
The Company 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.
The Company has proprietary technology for
producing fully human monoclonal antibodies (mAbs) against
infectious diseases which is currently being employed to produce
monoclonal antibody therapeutics for treating the CoronaVirus
(SARS-CoV-2), HIV-1 and the Feline Leukemia virus. The Company has
also identified conserved epitopes on and has plans to produce mAbs
targeting many other viruses, including HIV-2, Influenza A and B,
H1N1 influenza, Respiratory syncytial virus (RSV), Small-Pox, Ebola
Virus, Tetanus, Diphtheria, HTLV-1/2, Rabies, Herpes zoster,
Varicella zoster, Anthrax, Mason-Pfizer monkey virus (MPMV) and
Visna virus (VISNA). The Company has also analyzed epitopes of
animal viruses and plans to produce mAbs for treating these animal
viruses.
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.
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, 2022 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 Officer1800 Avenue of the Stars, Suite 1475Los Angeles,
CA 90067Tel: (213) 616-0011bkostiner@fintecham.com
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