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DREW

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DREW last won the day on March 25 2023

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  1. DREW

    THE FSHOC BLOG

    Yep, I thought me and Marius had something going and actually got some action happening but the group just faded away. Don't now what's worse, thieves or gutless victims.
  2. DREW

    THE FSHOC BLOG

    Hi LRE, myself and Marius had a plan that seemed to be working rather well and, we had about twenty odd members of a core group willing to help out then, as soon as it began to work and Salzman began to feel some stress and began to panic we called on them to add their weight to the program they fell apart and chickened out. I guess they don't care about their money to put minimal effort into it and now, Salzman and his daughter are back to their old tricks and get to run off with a million and a quarter of our money with Farrell keeping all the wages he made over the years - all without a fight. So, some might say they were low lives and thieves and frankly, I see no reason not to believe they were and are. I mean, I lost everything including the down payment for my retirement house and some others worse off. So anybody involved including Rudman and the so called snake oil scientists are more than likely scammers as well. And our little group was too scared to take them on to try and get some money back.
  3. You bet. Wish the others were more active but, oh well. I’m done. Best of luck.
  4. And yesterday, 23 May 2023 Dr Cuzzocrea sent an email to both Joan Fancy and myself stating that he was NOT an active member of the BOD but rather there as a figurehead and had only attended two meetings (presumably online and brief) and did not get any money or was privy to any of the goings on at the company.
  5. DREW

    "MASTERS OF DILUTION"

    I was sent this earlier today. Anything look familiar? Masters of Dilution uring the quiet week between Christmas and New Year’s Eve of 2020, two little-known companies completed a reverse merger that attracted little attention. The acquirer, Ameri Holdings, Inc., was an obscure tech company in Alpharetta, Ga. The acquiree, Jay Pharma, Inc., was a privately held startup developing cannabis-based pharmaceuticals in Toronto. The transaction was typical of reverse mergers. Ameri transferred its assets to a newly formed private company, leaving behind a Nasdaq-listed shell. Jay Pharma took up residence in the empty vessel and changed its name to Enveric Biosciences, Inc. (NASDAQ:ENVB). After a one-to-four reverse split, the company’s shares debuted at $4.26 a piece. Just like that, a boring tech stock was transformed into a sexy cannabis stock. The Nasdaq newcomer brought along some baggage. Before the merger, Enveric’s predecessors had issued a smorgasbord of dilutive securities, including warrants to purchase 1,791,923 shares of common stock at $0.01 per share.1 Although the purchaser of the warrants agreed to limit the number of newly acquired shares it sold per day, a steady stream of sales would nevertheless put downward pressure on Enveric’s stock price. Enveric had sold the warrants to a hedge fund in the tax haven of Lichtenstein named Alpha Capital Anstalt. In 2018, Alpha was one of ten defendants the U.S. Securities and Exchange Commission charged with coordinating a highly profitable pump-and-dump scheme involving three microcap stocks.2 Without admitting or denying the allegations, Alpha consented to a permanent injunction and paid $908,259 in disgorgement, interest, and penalties.3 There’s no evidence that Enveric is involved in a pump-and-dump scheme or any other violations of securities laws. Selling securities to an investor that has been accused of manipulating stock prices is not illegal. But it is risky, and it’s not the only risk associated with this stock. The Israeli Connection Jay Pharma was formed in 2018 to develop cancer drugs from cannabis strains owned by an Israeli company named Tikun Olam Ltd. In 2012, Tikun Olam gained notoriety for cultivating a strain that was high in Cannabidiol (CBD) and low in Tetrahydrocannabinol (THC), making it potentially useful for creating pharmaceuticals that have medical benefits without psychoactive effects. Other companies have developed similar strains. Jay Pharma sublicensed the rights to Tikun Olam’s intellectual property from an entity in New York named TO Pharmaceuticals USA, LLC, which was formed in 2015 by Tikun Olam’s founder, Ytzchak “Tzachi” Cohen, and a group of co-investors. The sublicense includes exclusive rights to use Tikun Olam’s strains and pending patents for cancer-related applications.4 In exchange, Jay Pharma issued $652,624 worth of common stock to TO Pharmaceuticals and agreed to issue up to $500,000 worth of common stock to the entity in each future financing.5 The long-term value of Tikun Olam’s intellectual property to Enveric is uncertain, particularly in the U.S. Since 2015, Cohen has submitted nine patent applications to the U.S. Patent and Trademark Office for three of Tikun Olam’s strains.6 The USPTO has rejected at least one key claim in each application and has assigned an “abandoned” status to eight of the applications after receiving no response from the applicant.7 A recurring problem has been failure to account for the parentage of the plants. Tikun Olam went through a difficult period in its home country shortly after Jay Pharma was founded. In 2018, Israel’s Ministry of Health temporarily shut down one of the company’s indoor cannabis farms, claiming that it found contamination and forbidden pesticides at the site.8 The following year, a district court in Jerusalem ordered Cohen to sell his ownership of Tikun Olam’s Israeli operations. According to Israeli media, the Israel Police told the district court that Cohen was not permitted to own more than 5% of an Israeli cannabis company because of his alleged links to organized crime.9 The police have not publicly disclosed any specific allegations or filed charges against Cohen. Israeli cannabis company Cannbit Pharmaceuticals Ltd. (TASE: CNBT) acquired Tikun Olam’s Israeli business in 2019 for $26,500,000 in cash and stock and an additional $18,000,000 if the company achieves revenue goals.10 Neither Tikun Olam nor TO Pharmaceuticals controls Enveric, which has an independent board and management. The company’s chairman and CEO, David Johnson, joined Enveric after the reverse merger closed. His resume includes stints at Bristol Myers Squibb, Inc. (NYSE:BMY) and ConvaTec, Inc.11 Most recently, he was CEO at Alliqua, Inc. until a debt-fueled acquisition spree ended with the company defaulting on a loan covenant and selling off assets.12 In 2018, Alliqua planned to spin off a subsidiary as an independent, Nasdaq-listed company, which was going to execute a reverse merger with TO Pharmaceuticals.13 Johnson was slated to serve as CEO of the surviving entity, which was going to be named TO Pharma, LLC. But the deal was canceled after the would-be spinoff company did not meet Nasdaq’s listing standards.14 Johnson was tapped for the CEO job at TO Pharma–and later at Enveric–by David Stefansky, who runs a small merchant bank in New York named Bezalel Partners.15 Stefansky was an early investor in Jay Pharma.16 Previously, he had co-founded a private equity firm in New York named HarborView Advisors, LLC, which was an early investor in Alliqua.17 HarborView belonged to an informal network of investors that included Alpha Capital and several other defendants in the SEC’s 2018 pump-and-dump lawsuit.18 At the center of the network was a stock promoter in Boca Raton, Fla. named Barry Honig, who had a knack for extracting cheap stock from cash-starved microcap companies. A case in point is the company that eventually became Alliqua. PIPE Dreams Alliqua began as a company in Boston named HepaLife Technologies, Inc., which was developing an artificial liver system. In 2008, HepaLife’s majority shareholder was a stock promoter in Vancouver, B.C. named Harmel Rayat, who frequently co-invested with Honig.19 In 2000, Rayat had consented to a permanent injunction and paid a $20,000 fine after the SEC charged him with failing to disclose that he was paid to publish promotional statements about 18 stocks.20 In 2003, he consented to a cease-and-desist order from the SEC, which charged him with selling unregistered shares he received for promoting a penny stock.21 In both cases, Rayat neither admitted nor denied the allegations. HepaLife was typical of the names in which Rayat and Honig trafficked. In 2007, the company spent more on advertising and investor relations than it spent on research and development.22 By March 2008, it had no revenues, less than $154,000 in cash, and a burn rate of $386,000 per quarter. Its auditor had expressed doubts about its ability to continue as a going concern.23 Teetering on the brink of insolvency, HepaLife raised capital in May 2008 through a type of offering called a private investment in public equity (PIPE).24 In a PIPE, accredited investors buy securities from a publicly traded company in a private transaction. The price per security is usually less than the quoted price for the issuer’s securities in the public market. The placement agent for HepaLife’s PIPE was an investment bank in Venice, Fla. named Palladium Capital Advisors, LLC, which frequently worked with Honig and his associates.25 Four investors in the PIPE were later defendants in the SEC’s 2018 lawsuit: Alpha Capital, Michael Brauser, Melechdavid, Inc., and GRQ Consultants, Inc., which was controlled by Honig.26 The terms of the PIPE were stacked in favor of the investors, who paid $4,530,800, or $0.425 per share, for 12% of the company. The purchase agreement included a provision called a “full ratchet,” which is usually reserved for distressed investments. For 12 months after the PIPE, if HepaLife sold shares for less than $0.425 a piece, the company would have to issue enough shares to the PIPE investors to restore the value of their investment to $4,530,800 and return their ownership percentage to 12%.27 What’s more, for each share the PIPE investors bought, they received a two-year warrant to buy an additional share for $0.55. The warrants, too, were protected by a 12-month full ratchet in case HepaLife issued more warrants with an exercise price below $0.55.28 HepaLife was required to register the PIPE investors’ shares for resale–including the shares issuable upon exercise of the warrants–within 12 months of the deal closing.29 Imagine you were an investor who wanted to buy HepaLife stock after the PIPE. For a year, if you bought newly issued shares from the company for less than $0.425 per share, HepaLife would immediately issue additional shares that would reduce your ownership percentage. When the PIPE investors exercised their warrants, the company would issue even more shares, further diluting your stake. When the PIPE investors sold their shares, the glut of HepaLife stock on the market would likely decrease the value of your holdings. With so many risks, few investors would buy HepaLife stock in a public offering after the PIPE. Therefore, when HepaLife needed more cash, it would have few alternatives than to return to the private market. Back to the Well That’s what happened in May 2010. First, Rayat and his associates amended the company’s by-laws to divide the board of directors into three classes. Shareholders could elect only one class per year, and the directors in each class would serve for three years.30 By staggering the directors’ terms, Rayat ensured that other shareholders could not elect enough directors in any one year to take control of the board. Next, in a PIPE facilitated by Palladium, HepaLife sold 9,400,000 units of common stock and warrants for $1,175,000, or $0.125 per unit. Among the buyers were Honig’s GRQ Consultants and Stefansky’s firm, Harborview.31 Simultaneous with the PIPE, HepaLife acquired a company named AquaMed Technologies, Inc., in which Harborview and Honig held sizeable positions. The acquisition required approval from a majority of HepaLife’s shareholders. So, Honig, Rayat, and an associate named Ranjit Bhogal pooled their shares–which comprised just over half of HepaLife’s total shares outstanding–and signed a stockholder voting agreement. Without votes from any other shareholders, they approved the acquisition.32 The terms of the acquisition were partial to AquaMed’s owners. Each of Honig’s preferred shares of AquaMed converted into 100 common shares of HepaLife, giving Honig 11% of HepaLife’s total shares outstanding. Unlike other owners of AquaMed’s preferred shares, Honig got the right to sell his HepaLife shares immediately after the deal closed.33 Harborview made out even better. Each of its preferred shares of AquaMed converted into 400 common shares of HepaLife. After the acquisition, Harborview and its two principals owned 49.9% of the company. In addition, Harborview got three out of four seats on the board. The staggered terms Rayat had put in place cemented Harborview’s control. AquaMed made gels that could be placed on adhesive bandages to treat wounds. Healthcare investors were excited about the wound care market and were bidding up stocks that addressed it, such as MiMedx Group (NASDAQ:MDXG). In late 2010, HepaLife changed its name to Alliqua, Inc. and formed a subsidiary focused on wound care. Shortly afterward, Palladium facilitated a $1 million private placement for the company. The sole investor was Frost Gamma Investments Trust34, which was controlled by an entrepreneur in Miami named Phillip Frost, M.D. Frost was an associate of Honig and, like Honig, was a defendant in the SEC’s 2018 pump-and-dump lawsuit. Without admitting or denying the allegations, Frost consented to a permanent injunction and paid $5,523,388 in disgorgement, interest, and penalties.35 In 2005, Frost had sold his generic drug manufacturer Ivax Corp. to an Israeli company named Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) for $7.4 billion.36 Afterward, Frost served as vice chairman of Teva from 2006 to 2010 and as chairman from 2010 to 2015. In Aug. 2020, the U.S. Dept. of Justice indicted Teva’s U.S. subsidiary for conspiring to fix prices, rig bids, and allocate customers for generic drugs since at least May 2013.37 Since 2017, Teva and its current and former directors and officers have been named as defendants in at least 20 securities lawsuits in U.S. federal court, including four class actions. The cases have been consolidated, and the outcome is pending.38 One of the defendants is Allan Oberman, who was President and CEO of Teva Americas Generics from 2012 to 2014. Later, he served as CEO of Concordia International Corp., which, like Teva, ran into legal problems with generic drug pricing.39 In 2019, Oberman was appointed chairman of Jay Pharma. He resigned seven months later after expressing concern about the company’s difficulty in obtaining director’s and officer’s insurance at a reasonable price.40 It’s not clear why insurers demanded a high premium. They usually do so when they detect high risk. Past Is Prologue The merger of Jay Pharma and Ameri was risky from the start. At the end of 2019, neither company had enough cash to last until the merger was completed.41 The problem was reminiscent of HepaLife in 2008, and so was the solution. In January 2020, Jay Pharma agreed to two transactions with Alpha Capital. The first was a bridge loan for $1,500,000 at 7% interest in exchange for a note that, right before the merger, would convert into 1,700,458 common shares of Jay Pharma and warrants to purchase an additional 1,700,458 common shares at $1.07 per share. The $1,500,000 was supposed to last Jay Pharma until the merger closed in July 2020.42 Ameri had made a similar deal with Alpha in November 2019. It had borrowed $1,500,000 in exchange for a note. When Ameri was unable to repay the loan in May 2020, Alpha agreed to extend the maturity date for six months–in exchange for a warrant to buy up to 646,094 common shares of Ameri at $0.001 per share.43 By August 2020, the merger had been delayed. Jay Pharma borrowed an additional $500,000 from Alpha in exchange for sweetened terms on its convertible note. Instead of 1,700,458 common shares, the note would convert into 2,522,005 common shares and warrants to purchase 2,378,543 additional common shares at $1.01 per share.44 In addition to the bridge loan, Jay Pharma had entered into a stock purchase agreement with Alpha. Simultaneous with the conversion of the note, Alpha would invest $3,500,000 in Jay Pharma in exchange for 3,567,815 common shares and warrants to buy an additional 3,567,815 common shares at $1.07 per share. After the merger, Alpha would exchange its Jay Pharma shares and warrants for, respectively, preferred stock convertible into 3,033,944 common shares of Enveric and warrants to buy an additional 3,033,944 common shares of Enveric at $1.19 per share.45 But Alpha wanted even more. So, while it negotiated the bridge loan and investment with Jay Pharma, it made a side deal with Tikkun Pharma, Inc., which was another startup that had sublicensed Tikun Olam’s intellectual property from TO Pharmaceuticals. Tikkun Pharma assigned to Jay Pharma its rights to skin care treatments and formulations for developing drugs for graft versus host disease (GVHD). In exchange, Jay Pharma issued 10,360,007 common shares to Tikkun Pharma, which sold 7,774,463 of the shares to Alpha for a nominal price of $10.46 For its largesse, Tikkun Pharma would get to convert its remaining 2,585,544 common shares of Jay Pharma into 2,198,656 common shares of Enveric. Alpha, for its part, would get to convert its 7,774,463 common shares of Jay Pharma into 6,611,129 preferred shares, which were convertible into 6,611,129 common shares of Enveric. When the merger was completed and Alpha had converted and exercised all its preferred shares and warrants, it stood to own more than 30% of Enveric’s common shares outstanding.47 Ameri would have to issue 43,362,755 common shares to Jay Pharma’s shareholders, including Alpha and Tikkun Pharma.48 The issuance would leave Ameri’s shareholders owning only 13% of the issued and outstanding equity in Enveric, severely diluting their voting power. But the dilution didn’t end there. On Jan. 12, 2021–two weeks after the merger closed–Enveric agreed to register for resale 1,791,923 common shares issuable upon exercise of Alpha’s warrants. Once registered, the shares wouldn’t be subject to any lock-up agreement, and Alpha could begin selling them at will. Alpha agreed not to sell more than 10% of the daily trading volume of common stock on the Nasdaq on any given day–unless Enveric’s stock price closed above $5.29 for five consecutive days, in which case all bets would be off.49 One day after Enveric agreed to register Alpha’s warrant shares, the company sold 1,610,679 common shares at $4.50 per share and 610,679 pre-funded warrants at $4.49 per warrant with an exercise price of $0.01. In a concurrent private placement, Enveric sold five-year warrants to purchase 1,666,019 common shares at $4.95 per share, which were exercisable immediately upon issuance. In the prospectus, the company warned that anyone who bought the common shares at $4.50 per share would experience immediate dilution of $3.42 per share.50 Since debuting at $4.15 on Jan. 5, 2021, shares of Enveric have dropped 8% to close at $3.83 on Jan. 27, 2021. That’s 15% below the offering price of the shares sold on Jan. 13, 2021. After the offering, the company’s total common shares outstanding increased 19% from 11,595,109 to 13,816,467.51 As an early-stage biotech startup, Enveric won’t generate enough cash flow to fund its operations for years, if ever. To develop its products, it will have to issue more stock. That’s okay if the company’s valuation increases at a faster rate than its total shares outstanding. But Enveric is obligated to issue 7,839,844 additional shares upon conversion of preferred stock and exercise of warrants and options.52 With so many shares coming to market, the company will have to create extraordinary value for its shareholders to gain meaningful returns.
  6. Hello Mr. Erickson. I’m Drew Bedson, advocate and spokesperson for a small group of investors from Claritas Pharmaceutical known as Former Shareholders of Capital (FSHOC.) While the company may still be viable, we are prepared to move should it go defunct hence the name ‘Former.’ Our immediate purpose is to better understand what has happened and, what is happening as both Mr. Farrell and Salzman as well as Ms Rudman have gone off grid leaving us to find out on our own what is going on if anything which is why we write to you today. The end goal is to see if there is anything that needs to be looked at further or warrants action of some kind for us to help out somehow by advocating to management, various exchanges or agencies, general public or simply allowing things to go advocating the be it legal or simply letting the general public know the results of our findings. Our letter to you today is simply to gather information to pass onto the group about a couple of strange events that took place in the first half of 2021 while you were part of the BOD and pick your mind so to speak. The first is the contract with Mr. Salzman. He is quoted on multiple occasions to be working in collaboration with Claritas with the goal of getting Phase 1 off the ground at all costs yet, the contract we had with him didn’t have any conditional milestone payments rather, from what we have been led to understand, it was written with the express focus on Salzman profiting and no conditional considerations made to ensuring Claritas could continue operations should things not go so well. A strange contract for experienced negotiators such as Bob and yourselves to make to say the least which is why we are trying to find out who conducted the oversight on it. In the end, he was fully paid over $1,200,000 for R-107 – and, well within any time parameters while our Phase 1 languished for over a year and a half - and, at last communications with any sort of loose definition of management saw only $34,000 paid of the slightly over $1 million it demanded to go ahead with. Our question on this one is, did you have anything to do with the writing of this contract and if not, as part of the BOD you would have overseen it so, why was it not inked a bit more favorably so that Claritas could survive by enabling funding for our Phase 1 trial to occur? The second curiosity we hope you might shed some light on has to do with this announcement : ”CLARITAS TO SETTLE $241,009 OF DEBT WITH 6.88 M SHARES 2021-05-28 09:28 ET - NEWS RELEASE MR. ROBERT FARRELL REPORTS CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION" Claritas Pharmaceuticals Inc. has entered into an agreement to pay amounts owing to a service provider for past services in common shares of the company. The transaction is subject to approval by the TSX Venture Exchange. The debt owing is in the amount of $241,009.12. This debt is owed to Roni A. Cohen, doing business as RacTech, as compensation for website development and design, website hosting, support social media management, IT (information technology) services, SAP and SAS application licensing, installation and support, and various other IT-related activities. The company will issue 6,885,975 common shares to RacTech upon approval of the TSX-V.” While the actual transaction date of the share transfer is just after you resigned your position on the BOD I surmise that the bulk of the leg work was conducted under yours and Mr. Erikson’s watch, hence, I felt this would more than likely be familiar to you. Who is Ractech / Roni A. Cohen and, what on earth did they do for us that warrants $241,000 worth of shares? I know that web sites can get expensive, but we are not mining for Bit Coin running PORNHUB or Google so what on earth would we have been doing that cost that much and how did it enhance shareholder value when you approved it? and why was Dr Salzman's daughter supervising this project when she was not an employee and how much was she getting paid? Also, what relationship to Natalie Lurie Salzman and Andrew Salzman does that company have as the website was not even active for a year under Cohen and Dr Salzman's daughters stewardship? As well, would you happen to have the email addresses for Mr Hutchison as well as Drs Enkhbaatar and Cuzzocrea as we have emailed them with the same questions and so far no reply and, we are reluctant to attempt to involve Universities and Laboratories in our search for information about this matter so if so, it would be most helpful. Our thanks for your help. Drew 403 559 0340 866 559 2658 CHECK OUT OUR BLOG!
  7. Hello Dr. Enkhbaatar, I am Drew Bedson, an investor with Claritas Pharmaceutical who finds himself in the position of spokesman for a group known as FSHOC (Former Share Holders of Claritas) who’s immediate purpose is to better understand what has happened and, what is happening with our investment as both Mr. Farrell and Salzman have gone off grid. The end goal is to see if there is anything that needs to be looked at further / warrants action of some kind be it legal or simply letting the general public know the results of our findings through our website. To better understand where I come from some of these people have lost everything they had saved in life. Certainly investment has elements of risk which they accepted but, there are apparent aspects of this endeavor that we have gleaned through conversations with company officials, press releases and emails which actually lead many to believe that in some cases deliberate action (or inaction) has occurred, poor choices, less than arms length deals, possible profiteering and purposely sabotaging opportunities to move R-107 forward under the Claritas name have surfaced to become actual possibilities. Naturally when all this came to light many of the investors placed pressure on me to find some answers and, feeling that as a member of the BOD you would have some insight into some, if not much of this, I turn to you hoping you might provide some answers to help these people out as a matter of courtesy. From what we understand, as a member of the Board of Directors, you represent the interests of a company’s shareholders and also provide guidance and advice to the CEO and executive team (if any.) In order to do this it would naturally require you to know what is going on which is why I am writing you today. Right after you and Mr. Cuzzocrea came on as the BOD the following announcement was made; CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION CLARITAS TO SETTLE $241,009 OF DEBT WITH 6.88 M SHARES “2021-05-28 09:28 ET - NEWS RELEASE MR. ROBERT FARRELL REPORTS CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION Claritas Pharmaceuticals Inc. has entered into an agreement to pay amounts owing to a service provider for past services in common shares of the company. The transaction is subject to approval by the TSX Venture Exchange. The debt owing is in the amount of $241,009.12. This debt is owed to Roni A. Cohen, doing business as RacTech, as compensation for website development and design, website hosting, support social media management, IT (information technology) services, SAP and SAS application licensing, installation and support, and various other IT-related activities. The company will issue 6,885,975 common shares to RacTech upon approval of the TSX-V.” A couple of questions would really help to clear the air - who is Ractech / Roni A. Cohen and what on earth did they do for us that warrants $241,000 worth of shares? Also, what relationship to Natalie Lurie Salzman and Andrew Salzman does that company have as according to Mr. Farrell she was directing them yet no mention is made of her in any official announcements? Another item that has our curiosity was this announcement; CLARITAS ANNOUNCES AGREEMENT WITH CMAX CLINICAL RESEARCH FOR PHASE 1 CLINICAL STUDY OF R-107 APRIL 21, 2021 Phase 1 Clinical Study to be Conducted by CMAX in Adelaide, Australia “CMAX will conduct a Good Clinical Practice (“GCP”) Phase 1a study of IM injectable R-107. The study is expected to begin enrollment in early Q3 this year, and will have a duration of two months. The study will enroll 32 healthy middle-aged volunteers in 4 ascending dose cohorts. Funding for the Company’s Phase 1a clinical study at CMAX will be provided from an R&D expense refund that the Company expects to receive next month from the Australian Tax Office (the “ATO”). The ATO provides refunds of up to 43% of qualifying R&D expenditures, and this was a factor in the Company’s decision to conduct much of its research activities in Australia.” Once again, what happened to send this off track meaning why would the funding for this program be dedicated to it and then suddenly stripped away, thus guaranteeing our failure? As well, you wouldn’t be able to pass on the emails for former BOD members Mr. Hutchison and Erikson as well as Mr. Farrell and the Finance Officer Victoria Rudman. If you could it would be much appreciated. I hope you can answer these questions as there are many who wish to know what has happened to their savings. My thanks and appreciation for all you do, Drew Bedson 403 559 0340 866 559 2658 CHECK OUT OUR BLOG! XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Hello Dr. Cuzzocrea, I am Drew Bedson, an investor with Claritas Pharmaceutical who finds himself in the position of spokesman for a group known as FSHOC (Former Share Holders of Claritas) who’s immediate purpose is to better understand what has happened and, what is happening with our investment as both Mr. Farrell and Salzman have gone off grid. The end goal is to see if there is anything that needs to be looked at further / warrants action of some kind be it legal or simply letting the general public know the results of our findings through our website. To better understand where I come from some of these people have lost everything they had saved in life. Certainly investment has elements of risk which they accepted but, there are apparent aspects of this endeavor that we have gleaned through conversations with company officials, press releases and emails which actually lead many to believe that in some cases deliberate action (or inaction) has occurred, poor choices, less than arms length deals, possible profiteering and purposely sabotaging opportunities to move R-107 forward under the Claritas name have surfaced to become actual possibilities. Naturally when all this came to light many of the investors placed pressure on me to find some answers and, feeling that as a member of the BOD you would have some insight into some, if not much of this, I turn to you hoping you might provide some answers to help these people out as a matter of courtesy. From what we understand, as a member of the Board of Directors, you represent the interests of a company’s shareholders and also provide guidance and advice to the CEO and executive team (if any.) In order to do this it would naturally require you to know what is going on which is why I am writing you today. Right after you and Mr. Enkhbaatar came on as the BOD the following announcement was made; CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION CLARITAS TO SETTLE $241,009 OF DEBT WITH 6.88 M SHARES “2021-05-28 09:28 ET - NEWS RELEASE MR. ROBERT FARRELL REPORTS CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION Claritas Pharmaceuticals Inc. has entered into an agreement to pay amounts owing to a service provider for past services in common shares of the company. The transaction is subject to approval by the TSX Venture Exchange. The debt owing is in the amount of $241,009.12. This debt is owed to Roni A. Cohen, doing business as RacTech, as compensation for website development and design, website hosting, support social media management, IT (information technology) services, SAP and SAS application licensing, installation and support, and various other IT-related activities. The company will issue 6,885,975 common shares to RacTech upon approval of the TSX-V.” A couple of questions would really help to clear the air - who is Ractech / Roni A. Cohen and what on earth did they do for us that warrants $241,000 worth of shares? Also, what relationship to Natalie Lurie Salzman and Andrew Salzman does that company have as according to Mr. Farrell she was directing them yet no mention is made of her in any official announcements? Another item that has our curiosity was this announcement; CLARITAS ANNOUNCES AGREEMENT WITH CMAX CLINICAL RESEARCH FOR PHASE 1 CLINICAL STUDY OF R-107 APRIL 21, 2021 Phase 1 Clinical Study to be Conducted by CMAX in Adelaide, Australia “CMAX will conduct a Good Clinical Practice (“GCP”) Phase 1a study of IM injectable R-107. The study is expected to begin enrollment in early Q3 this year, and will have a duration of two months. The study will enroll 32 healthy middle-aged volunteers in 4 ascending dose cohorts. Funding for the Company’s Phase 1a clinical study at CMAX will be provided from an R&D expense refund that the Company expects to receive next month from the Australian Tax Office (the “ATO”). The ATO provides refunds of up to 43% of qualifying R&D expenditures, and this was a factor in the Company’s decision to conduct much of its research activities in Australia.” Once again, what happened to send this off track meaning why would the funding for this program be dedicated to it and then suddenly stripped away, thus guaranteeing our failure? As well, you wouldn’t be able to pass on the emails for former BOD members Mr. Hutchison and Erikson as well as Mr. Farrell and the Finance Officer Victoria Rudman. If you cold it would be much appreciated. I hope you can answer these questions as there are many who wish to know what has happened to their savings. My thanks and appreciation for all you do, Drew Bedson 403 559 0340 866 559 2658 CHECK OUT OUR BLOG!
  8. DREW

    A LETTER TO MS RUDMAN

    I thought I had to start somewhere so composed a short email and sent it off to the CFO Victoria Rudman. That was a week ago at the end of February. "victoria Mon 2023-02-27 8:43 AM Hi Victoria, a few of the concerned investors and I have gotten together and formed a group called FSHOC (Former Share Holders of Claritas) who’s immediate purpose is to better understand what has happened and what is happening as both Farrell and Salzman have gone off grid. The end goal is to see if there is anything that needs to be looked at further / warrants action of some kind be it legal or simply letting the general public know the results of our findings. One of the things we have done is gone over what records we could to try and understand our finances and, we were hoping you could shed some light on some things in this matter. We see that in 2020 we ended the year with a surplus of $1,361,000. Then, in 2021 we ended the year with a surplus of $1,229,000 and finally, doing a bit of projecting, we should have ended the year 2022 with a surplus of $1,023,000. Yet Bob said we were broke. We used the information detailed below as per various MD & As to ascertain this.. 2020 MONEY TAKEN IN $250,000 USD - Private Placement on July 24, 2020 $1,292,000 USD - On September 30, 2020 - received from ATO $1,292 thousand USD $958,000 USD - On July 17, 2020 received from ATO $958 thousand USD TOTAL IN - $2,500,000 (2020 MONEY GOING OUT) Assume that the same pay for 2021 as it was for 2020 Robert Farrell $75,000 USD (3 months) Assume 12 months = ($300,000) Victoria Rudman $19,000 USD (3 months) Assume 12 months = ($75,000) (Total - $375,000) (Payments to Salzman – $764,000) (TOTAL GOING OUT - $1,139,000) 2020 - $2,500,000 (money in) - $1,139,000 (bills & wages paid) = $1,361,000 left over $1,361,000 IS WHAT IS LEFT OVER AFTER WE PAY OUR 2020 BILLS. 2021 - MDA MAY 28 - As of March 31, 2021 MONEY TAKEN IN – $959,000 USD October 19, 2021 Obsidian $200,000 Private Placement Total $979,000 USD (Money out -last two payments to Salzman for R-107 – $436,000 ($236,000 USD + $200,000 USD) (Robert Farrell $75,000 USD (3 months) Assume 12 months = $300,000) (Victoria Rudman $19,000 USD (3 months) Assume 12 months = $75,000) December 21 2021 ($300,000 – Salzman ($12,300 (U.S.) Salzman Group Pty. and $287,700 (U.S.) in cash to Salzman Group Ltd) (TOTAL OUT = $1,111,000) Total at start of 2020 ($1,361,000) + Total in during 2021 ($979,000) = $2,340,000 $2,340,000 - $1,111,000 (total out 2021) = $1,229,000 2022 $1,229,000 + $120,000 USD (lumina financing) = $1,349,000 ($75,000 USD – Salzman) ($217,000 (Wages to June Farrell - $180,000 + Rudman - $37) ($34,000 USD – SCIENTIA) Total for 2021 is -(Start $1,349,000 (surplus from 2020 and Alumina) - $326,000 (bills) = $1,023,000 is what should be left over. Also, I was hoping you could shed some light on this, a press release from May of 2022; ”CLARITAS TO SETTLE $241,009 OF DEBT WITH 6.88 M SHARES 2021-05-28 - NEWS RELEASE MR. ROBERT FARRELL REPORTS CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION Claritas Pharmaceuticals Inc. has entered into an agreement to pay amounts owing to a service provider for past services in common shares of the company. The transaction is subject to approval by the TSX Venture Exchange. The debt owing is in the amount of $241,009.12. This debt is owed to Roni A. Cohen, doing business as RacTech, as compensation for website development and design, website hosting, support social media management, IT (information technology) services, SAP and SAS application licensing, installation and support, and various other IT-related activities. The company will issue 6,885,975 common shares to RacTech upon approval of the TSX-V.” A couple more questions would really help to clear the air – who is Ractech / Roni A. Cohen and what on earth did they do for us that warrants $241,000 worth of shares? Also, what relationship to Natalie Lurie Salzman and Andrew Salzman does that company have? Also, we were curious as to what the status of both yours and Bobs employment and pay is. Are you two still taking pay or is that all done with now and if the latter, what is happening with the funds that are left over? And lastly, how can we get hold of Mr. Salzman and Farrell these days? Our thanks for your help. Drew" No reply so far. I know I had the right address because I and others had sent money to same on more than a couple occasions without problems. So what could possibly account for the silence I wonder? Surely she is not being so arrogant as to simply ignore the good people who paid her wages and now seek some answers or, does she have something to hide and is afraid that our questions will find she is guilty of something? In any case, it is very impolite not to acknowledge a letter on behalf of those who have lost so much so, she has lost a few respect points from this end.
  9. DREW

    PHASE 1 FUNDING

    Pretty cold and snowy day here in Alberta - a good time to settle down with a good coffee and calculator to go over some notes. I have to confess that I sort of knew what the end result was going to be before I even started but, went through the exercise anyhow just to make it sure it's all accurate and you good gentle folks get the best info possible. Now, before we go into this I want you all to be perfectly clear as to where I'm coming from. I am in no way saying that Robert Farrell is a thief, incompetent or dishonest. Nor am I saying the BOD (Click n Clack as well as Tom n Jerry) shirked their duties to watch over the CEO and safeguard the investors interests. All I'm doing is adding up numbers and quoting press releases, phone calls and emails, nothing more. In fact I'm sure Robert Farrell, all the key players and cast and crew are fine stand up-honorable people who are just as much a victim as are those who lost everything in this dark comedy. Phase 1 was anticipated to cost roughly a million dollars. To pay for this the following amounts were earmarked – and received – $300,000 - 2020 PP $150,000 – Retail Investor’s Debenture $800,000 - Australian tax refund $1,150,000 – First Tranche Obsidian Funding $150,000 – Alumina Financing All of the above was stated by Robert Farrell to be earmarked to pay for the Phase 1 trial which was supposedly to cost roughly $1 million. The total raised is $2,550,000. And, after an entire year and a half of wheeling, dealing, failing to even drop a few thousand dollars to hold our position at CMAX how much of it actually was put towards Phase 1 you might ask? $34,000 "I will never recover financially." ~ CL, Claritas Investor Yes of course you won't dear. Who's fault is that though - certainly not management, who consistently provided a disclaimer that expectations discussed in the various Press Releases may not occur exactly as expected. I know when I invest I always have the expectation that the company officers are totally incompetent and place the interest of investors last - not that anything of the sort occurred here. Anyhow, everybody have a great day! I'll be back tomorrow with more Claritas Follies. Still trying to get Click and Clack's emails so we can say hello to them and, am still hoping that Ms. Rudman will get in touch with us out of pure courtesy.
  10. DREW

    THE FSHOC BLOG

    "We were told on multiple occasions we had tax rebates, Private Placements, debentures- all of which were to pay for the Phase 1 trial so, stating we didn’t have the funds for this essential progression was at best mismanagement of funds and at worst a complete lie." ~ SC FSHOC Well folks, this is it. If you're downtrodden, tired, frustrated and sad, looking for hope and good times then that would be second door on the right, this one here is about figuring out WTF went wrong over with those guys at Claritas Pharmaceuticals. See, I invested some cash in a scheme that had some good ideas and possibilities attached that would help a lot of folk living in misery. Might have also made a few dollars to boot but, somewhere along the way some things took a wrong turn. Anyhow, I could go on and on about that - and I actually do for about a hundred pages in the CLARITAS - DIRECTORS CUT EXTENDED HARDCOVER EDITION but, for now, let's just try to explain what this is all about. See, most companies try to get something done to add value to a product or service. They start at a point and then add things like work, material, a process and things get better. An R & D does this and tests their product or process, then seeks investment. In the case of Claritas, they didn't - in fact, they just conducted private placements (PP) as well as financing for shares with companies and diluted existing investors holdings like a drunken sailor borrowing from friends to play in a crap game. Seemingly not a very nice thing to do at all but, there are lots of not so nice people in the world today just as there has always been so they can be forgiven I suppose. Now, if you came here to see a sideshow of justice where the scum sucking A- holes who stole your money get what's coming to them and slink back to whatever professional cesspool they pretend is a viable hideout for their sins then this won't help you as that's not going to happen here as we're not even sure that what transpired was theft, incompetence, a mix of both or, which of the various players took on the starring roles. What will happen is individuals who were, and are still fairly well off - and, held positions within Claritas and formerly Kalytera will be identified and asked to provide information to help us figure out what the heck happened to our money and why we didn't save the world, get rich and get the girl. Now a lot of them won't want to do the courteous thing and answer any questions at all because they think we are just trying to trick them into admitting they stole from you but we are not. Sometimes, we just want them to answer us so they can identify those OTHER people who stole from us and thereby help us while helping themselves. In the end, there is no court, no Judge Judy or Wapner, just us trying to figure out what the heck happened to our effort, lives and money.
  11. Just laying the base for the action to follow so everybody is on the same page. Patience, things should begin in a few days.
  12. THE MAGNIFICENT 4 DON’T RIDE AGAIN Around the beginning of May, our share price spiraling downwards and facing an existential challenge Mr. Farrell reached out to me to rollover a debenture myself and a few others had taken part of the previous year. Mr. Farrell was quite enthusiastic about it and, was also attempting to get us to put in more cash. When I explained that this wouldn’t be possible the deal was made, and we were about to sign and then, Mr. Farrell went dark. he shut the process down and went incommunicado for a couple of months. Our very expensive website built by Dr. Salzman’s daughter had been taken down somewhere around April along with our Facebook Page which still exists but, is offline and Mr. Farrell and Salzman both had gone incommunicado. The Cease Trade Orders came in starting June 10, 2022 (58) soon followed by the announcement that Phase 1 is, for all intents dead. (59) And then some truth; JUNE 24 2022 CLARITAS PLACES PHASE 1 R-107 STUDY ON HOLD (75) HF Bob. Been two years and you’ve literally paid yourself and handed our ‘collaborator’ Salzman the cost of Phase 1 twice over so now you finally admit it isn’t going to happen? “The company's lack of financial resources has also impacted the company's research and development activities.” “Specifically, the company has not been able to pay fees due to the third party service provider, the Salzman Group, that the company retained to provide certain research and development activities, including manufacture of drug substance and overall management of the company's phase 1 clinical study of R-107. Consequently, the Salzman Group has stopped work on the phase 1 clinical study, and the company has placed the phase 1 clinical study of R-107 on hold. “ Yes, like he really seemed dedicated to see R-107 developed. Gets questions from the Ethics committee on HIS Phase one study and he leaves half the questions blank. “The company will not be able to complete the annual documents and Q1 filings, nor will it be able to restart the phase 1 clinical study of R-107, until it either raises additional capital or sublicenses to a third party pharmaceutical company its rights to develop R-107 for the treatment of pulmonary arterial hypertension (PAH). The company is seeking to raise additional capital and is working with a United States-based firm that advises clients on private debt, equity capital, and merger and acquisition transactions.” Investors, those who faithfully gave their hard earned savings to Salzman and Farrell were left wondering what was going on. This was people’s lives. Certainly there is risk but one expects a minimum level of competence and direction rather than management using our life savings as their slush fund while they do NOTHING to forward drug development. To this author and the group he represents, it’s one thing to not be able to perform but quite another to just leave those who placed their trust in you and your dreams to hang, without telling them what is going on. I tried to contact Mr. Farrell for months and no reply then, I emailed him stating I was going to attempt to arrange for a deal with our license if I heard nothing back, he sent me this; NOVEMBER 16, 2022, EMAIL “Hello Drew, Yes, we have tried and failed to sublicense to pharma companies the rights to R-107 that the Company received from Salzman Group. (60) “Claritas has no working capital and has not had any for many months. We tried to raise funds to continue operations but did not succeed. As of today's date, we have not been able to find a pharma company willing to take a sublicense for any market or any indication. We approached many potential licensees, some of which conducted preliminary due diligence, but in the end all of them decided to take a pass. At this point, it is likely that Salzman Group will require that we return the license to them, after which Claritas will cease operations. - Regards, Bob” We took a look see around the internet and, lately Salzman has been busy with his role at Wonderfeel and even dabbled in another company for a bit (71) August 11 2022 INNOVATION1 BIOTECH APPOINTS CHIEF SCIENTIFIC OFFICER ANDREW L. SALZMAN, M.D. TO ITS BOARD OF DIRECTORS And two months later - October 19 2022 INNOVATION1 BIOTECH INC. ANNOUNCES RESIGNATION OF ANDREW SALZMAN In and out like Ron Jeremy, he’s even made a movie. I’ve tried to connect with him but he turned me down. (68) I’ve so far been unable to locate Farrell. I did send him an email recently asking to speak with him to ask a few questions but so far, he has yet to respond which is no surprise as he had previously pulled this trick and then said that there was something wrong with his email functionality. JANUARY 23 2023 Robert Farrell (72) Hi Bob, Hope things are going well with you. Myself I’ve been getting some questions from the shareholders about the company and they are looking for some information. I was hoping that we could set up a phone call so you could clarify a few things. Let me know, take care, Drew. And that’s about it. No announcement, no explanation, just silence. Which is why I wrote this – because the FSHOC wish to have an explanation and since the company officers and ‘TEAM’ are not providing anything remotely like an explanation. (60) NOVEMBER 16 2022 EMAIL: MR. FARRELL “Hello Drew, “Yes, we have tried and failed to sublicense to pharma companies the rights to R-107 that the Company received from Salzman Group.” “Claritas has no working capital, and has not had any for many months. We tried to raise funds to continue operations, but did not succeed. As of today's date, we have not been able to find a pharma company willing to take a sublicense for any market or any indication. We approached many potential licensees, some of which conducted preliminary due diligence, but in the end all of them decided to take a pass. At this point, it is likely that Salzman Group will require that we return the license to them, after which Claritas will cease operations. Regards, Bob” (68) MAY 18 2022 EMAIL DR. SALZMAN: On May 18, 2022, at 16:09, drew bedson <drewbedson@hotmail.com> wrote:  “Hi Andrew, was wondering if we could have another brief half hour chat about how Phase 1 is going, where we should find ourselves in six months or so and any other new things you might have on the drawing board. I understand you are probably extremely busy but, only a half hour - please 😇 Drew” Andrew Salzman Wed 2022-05-18 8:11 AM Drew “Bob is handling all the interviews now.“ Andrew L. Salzman, MD (72) JANUARY 23 2023 Robert Farrell Hi Bob, Hope things are going well with you. Myself I’ve been getting some questions from the shareholders about the company and they are looking for some information. I was hoping that we could set up a phone call so you could clarify a few things. Let me know, take care, Drew.
  13. THE LAST PAYMENT TO SALZMAN But, just in case anybody thought that we didn’t have any money, on April 4 2022 we hand over another $75k to Salzman in the form of tradable shares. (54) This I believe is another Claritas milestone – the last payment to Salzman. “Robert Farrell, President and CEO of Claritas stated that, “Salzman Group is manufacturing R-107, has assisted with the design of our Phase 1 clinical study, and is assisting with our interactions with regulatory bodies in the U.S., Australia, and the EU.” “their long-standing commitment to Claritas, and their belief in the potential of the Company” A question, rhetorical of course as Salzman is now incommunicado along with Mr. Farrell; The way I read that last quote “their long-standing commitment to Claritas, and their belief in the potential of the Company” is that Salzman would fall on his sword before he would fail Claritas and, knows that the company is profitable sooner or later. So why the requirement that he continually be paid upfront with cash that would have saved the company by allowing us to use it to conduct our Phase 1 trial? And also wondering, since he was so committed, why did he not provide the EC with the proper information to begin with back in February? (62) (67) The back and forth between Salzman and the EC in Australia goes on for a while longer and then things die down. On April 5 2022 we get the news that the Ethics Committee has approved our Phase 1 study. (55) OUT OF THE PAN … This is touted as great news but, it’s simply a case of ‘into the fire’ as the Ethics Committee, before turning this over to Scientia have stated they now need a low dose cohort added onto the existing four cohort study. This creates huge problems both external and internal as Mr. Farrell explains in a phone call May 1 2022; (73) FARRELL: “Salzman thinks we owe him a whole bunch of money and I’m telling him we don’t. We owe him a little money but not a lot of money, anyway he's all pissed off - so he is more or less on strike here until we pay him some more money which, is impossible because we don’t have more money.” “At Scientia there's a woman named Souk and Souk is just impossible … so between Salzman sort of dragging his feet. She said that they weren't going to be able to administer the low dose because it is so small that when you draw it into the syringe you can't see it and there was no way to know if you're giving the correct dose or not as the way you’re supposed to measure the dose is not by visual, but instead by weighing it on some very accurate device.” “Souk said they don’t do it that way and in order to do that it would take them two or three months to get the protocols approved and bring in people trained and all that so could take two or three months.” “There's two documents that they need one called the Laboratory Manual and one called the Pharmacy Manual and Souk is nitpicking them to death saying something like ‘on page four it says this and it should say that blah blah blah’.” “Salzman is saying ‘fuck it’ he’s very angry with her, she’s angry with him and they’re angry with each other and they’ve got a little battle about something, and they don't like each other and Salzman is saying screw this, I'm not going to deal with this bitch until you pay me and all that kind of stuff.” “So anyway right now we’re in ‘stupidland’ and, that's not going to be helpful to tell anybody that I mean to say ‘Oh well the Phase 1 is being delayed because these two doctors are battling with each other over how to determine the proper dose and over some fucking documents.” Unknown to any of us it actually got worse as recounted to myself by an FSHOC investor who spoke with Mr. Farrell in June 2022. He recounted an argument with Salzman who asked to be paid monies owed to him (approximately $180k) prior to proceeding with Phase 1 Trials. Mr. Farrell stated he did not have that kind of money to pay Dr. Salzman, also at that time from the Shareholder’s understanding they were no longer on speaking terms. Back to my chat with Mr. Farrell, I was shaking my head and threw up my hands .. “Can we just get our money back? “How much could we get back from these guys?” Let’s pause for a moment and go back to where I said to remember this quote “The net proceeds from the initial tranche were spent primarily for costs associated with the Company’s Phase 1 clinical study of R-107.” And I said it was probably something like a half million or maybe $750 .. or even more? Well, you’re going to find out right now how much Farrell and Salzman over the past two years and various financing gigs have put towards Phase 1. What came out of Farrell next was reminiscent of that scene from the Shinning where Wendy finds the hundreds of pages of ‘All work and no play makes Jack a dull boy” that her husband had been working on for the past five months. I was expecting something like $700,000 but he said; FARRELL: “Not a lot because we never paid them a lot. We paid Scientia I think ….. $34,000. It’s been two years, we went through reverse splits, Private Placements, debentures, a couple of financings and a couple of tax refunds and all we’ve managed to throw at this essential study, the one thing that would bring our share price out of the gutter and move us forward is $34,000. (54) APRIL 4 2022 CLARITAS ANNOUNCES ISSUANCE OF SHARES FOR SETTLEMENT OF DEBT “Claritas today announced it has submitted to the TSXV for approval the terms of an agreement entered into today between the Company and a creditor of the Company under which it will issue shares to such creditor in settlement of amounts owed to such creditor, subject to TSXV approval. Claritas will pay to Salzman $75,000 of common shares of the company in payment of approximately 45 per cent of the amount currently owed to Salzman under the service agreements and has submitted the terms of the Salzman shares for debt agreement to the TSX-V for approval. “ “Robert Farrell, President and CEO of Claritas stated that, “Salzman Group is manufacturing R-107, has assisted with the design of our Phase 1 clinical study, and is assisting with our interactions with regulatory bodies in the U.S., Australia, and the EU. These agreements provide Claritas with access to Salzman Group’s research scientists and drug development experts on an as-needed, part time basis, thereby providing a lower cost structure than Claritas would incur by hiring its own team of such experts.” Fair enough . No cash. But wondering, why did he not provide the EC with the proper information and PCI was originally doing this for us so why were we not informed they were not? (55) APRIL 05 2022 CLARITAS ANNOUNCES APPROVAL FROM AUSTRALIAN ETHICS COMMITTEE TO BEGIN PHASE 1 TRIAL OF R-107 APRIL 05 SAN FRANCISCO, CA and TORONTO, ON, April 05, 2022 (GLOBE NEWSWIRE) -- Claritas Pharmaceuticals, Inc. (TSX VENTURE EXCHANGE: CLAS and OTC: CLAZF) (the "Company" or "Claritas") today announced that the Australian Human Research Ethics Committee has approved the Company’s submission for the Phase 1 clinical study of R-107 to be conducted at Scientia Clinical Research in Sydney, Australia. Claritas will now immediately begin enrollment in the study. Claritas has received approval of its Phase 1 clinical study of R-107 from the Australian Human Research Ethics Committee (the “HREC”). HREC approval is the final regulatory step prior to initiation of the clinical study. Enrollment of subjects in the clinical study will begin immediately. “More than $15M of the $20M cost for the preclinical development of R-107 was funded by the U.S. Department of Health and Human Services under a contract with the Biomedical Advanced Research and Development Authority (“BARDA”). Following completion of the Phase 1 study, Claritas will again seek such funding for the costs of Phase 2 studies of R-107 in the treatment of sepsis and ARDS. The worldwide market for treatment of sepsis was valued at more than USD $600 million in 2020 and is projected to grow to USD $1.6 billion by 20313, and according to an analysis by Reports and Data, the global ARDS market was valued at USD 583.8 million in 2018 and is expected to reach USD 934.8 million by the year 2026.” (62) FEBRUARY 21 2022 ETHICS COMMITTEE QUESTIONS & CONCERNS PHONE CALL MR. FARRELL MR. FARRELL: “When I read it I was quite concerned about a few things here and there. Andy wasn’t too concerned but was pissed off – he was angry about it and I said ‘what about this what about that and other things’ and he said ‘most of those questions are already answered in the documents maybe I need to kind of rub their nose in it and refer them to a particular page and paragraph and sentence’ and so it shouldn’t be a bit of work and it shouldn’t take all the rest of the week to answer that properly.” (67) FEBRUARY 21 2022 - PHONE CALL - MR. FARRELL QUESTIONS FROM SCIENTIA I asked Mr. Farrell how our Phase 1 was coming along and he said that the Ethics Committee had sent us some questions. He explains; “When I read it I was quite concerned about a few things here and there Andy wasn’t too concerned but was pissed off – he was angry about it and I said ‘what about this what about that and other things’ and he said most of those questions are already answered in the documents maybe I need to kind of rub their nose in it and refer them to a particular page and paragraph and sentence and so it shouldn’t be a bit of work and it shouldn’t take all the rest of the week to answer that properly. He and he called up Scientia to rant grave about it.”
  14. THE OBSIDIAN SAGA Mr. Farrell opined to me about the trials of haggling with the TSXV over getting them to release the Obsidian funds so we could carry out our Phase 1 trial saying they tried and toiled over it for two months. He explained it in a phone call September 28 2021; (21) MR. FARRELL: “We asked the lawyers to try and talk to the TSXV today because exchanging emails is very inefficient. They sent us some e-mails listing all their questions, comments and concerns and then the next day after all the lawyers have reviewed it we sent the response back and 48 hours goes by. Then the response to the response and next thing, the whole week has gone by and nothing has been accomplished and we're kind of going down that path right now.” (The details the TSXV needed to be addressed are lengthy and contained in the reference.) (21) SOYANARA CMAX During this time, CMAX, the Australian facility where we were going to conduct Phase 1 had enough. They sent us a final warning saying shit or get off the pot because they had other companies who need to do their Phase 1 so pay up. Mr. Farrell explains: (21). “I told CMAX we didn't make the payment last week and now we're into this week and I haven't heard back from TSXV so, it's really possible they may say ‘well you know, we tried the contract with you guys again boys, you said you would pay it - you didn't and, we're going to terminate the contract and give this spot to somebody else’ and, it's entirely possible that will happen.” On top of that, one would think that having close to a million dollars from the Australian tax refund would have been enough to at least hold our seat at CMAX but nope, we spent it on something else.. (Salzman, Farrell’s wages for driving us into the ground) LOOKING FOR LOVE Around the start of October we actually lost that position which, brought us to the next part of the Claritas Follies - the search for our next Phase 1 facility. My efforts to help find a place be it Topeka, Tijuana or Timbuktu fell on deaf ears as it had to be Australia as we would get a tax refund of 43% the following year. My reasoning was that 'who cares about $430k when our share price would go up to a dollar from twenty cents’ (an increase in $30 million) but no, it had to be an Australian company. In phone calls with Mr. Farrell over the next few weeks I explained to him of our need for Phase 1 to which he agreed over and over. It came to the point where if I wanted a ‘YES’ I merely brought up the need for Phase 1 and he chirped out an emphatic ‘YES’ like a dog doing a trick. Salzman agreed in his quotes (57) and, in the phone calls as Farrell explained to me what Salzman said. We all knew that time was of the essence to get this off the ground, yet Salzman would only deal with an Australian facility. As Mr. Farrell put Dr. Salzman’s Australia demand to me in frustration ‘It’s like the rebate is wagging the dog.” (73) PERFECT STORM For the previous few months I had a plan that I had run by Farrell a few times that he was quite enthusiastic about which I called it the PERFECT STORM (29) (39) And, every now and then I would run it by him and every now and then he would turn it down. It basically runs on the theory that after looking at the level 2 on Claritas, it would only take a small amount of cash to temporarily move that share price up to some fairly good heights – possibly enough to cause a short squeeze, get some day trading action and institutional investing going on. Possibly sustain it enough to have some warrants exercised. He was all for it but when I asked him to pay us debenture holders out so we could do this he suddenly was all thumbs and then carried on crying the blues about how the company had no money to pay for Phase 1. Anyhow, we chatted about that multiple times as well as July 16 2021 The day before Salzman took his wife on a vacation with our money. (69) HELLO SCIENTIA After a couple of weeks they settled on Scientia, nice enough place I guess and so, began to work with them, against them, they against us or Salzman against everybody depending on how you look at it. (73) Finally on October 19 2021 we get the money from Obsidian. (22) Getting this announcement was taken by FSHOC as a ‘whatever’ instead of the momentous occasion Farrell thought it was as he proudly announced; “We are delighted to announce this transaction with Obsidian, which will enable the Company to move forward with and accelerate our Phase 1 clinical study of R-107,” We were all pretty much shaking our heads knowing that if somebody had thrown a couple hundred thousand dollars at CMAX to hold our spot we would be in the middle of the third or fourth cohort at that time. Instead, it’s still another month before we get news of any progress with Phase 1. (23) After a few weeks (remembering that this is a year after we were supposedly ready for our Phase 1 with CMAX) Salzman sent in those same trial parameters to Scientia and, their Ethics Committee had some questions – most were pretty simple and mainly dealt with items that should have been included with the original submission like typos such as days ‘57’ vs ‘5’, using subject between the ages of 25 – 45 so remove the term ‘middle-aged,’ text cut off by figures needing correction and clarifying the percentage of R100 and R107 that was used in rats and dogs among others.(62) Mr. Farrell explains that Dr. Salzman was angry about them asking for corrections but seriously, this isn’t Salzman’s first rodeo so what gives, why was it so much of a problem to deal with such simple questions as to how many people in the study and why only males? (67) MR. FARRELL: “Andy wasn’t too concerned but was pissed off – he was angry about it and said ‘most of those questions are already answered in the documents, maybe I need to kind of rub their nose in it and refer them to a particular page and paragraph and sentence.’” (62) ALUMINA Around this time Alumina also provides a small financing deal with us but, our share price is so low that their enthusiasm is considerably less than stellar. It is a total $5 million deal, but, we have to provide them with free trading shares whereas simply giving them shares means they have to hold them for four months. So now Mr. Farrell goes out and tries to find shareholders to borrow the shares off of as Dr. Salzman, (the guy who is so certain Claritas is headed for the moon) 57. is not enthusiastic about his shares being used for this purpose, and Farrell doesn’t have enough unencumbered to even make a dent in it. (44) In the end, Dr. Salzman puts up a small amount and the funding comes to a hundred fifty thousand dollars. It comes as no surprise that it would supposedly be eaten up by the cost of the Phase 1 that was supposed to have been already paid for by the Obsidian financing that was supposedly paid for by the tax refund. Press Release February 22, 2022: “The net proceeds from the initial tranche were spent primarily for costs associated with the Company’s Phase 1 clinical study of R-107.” (51) Remember this one - “The net proceeds from the initial tranche were spent primarily for costs associated with the Company’s Phase 1 clinical study of R-107.” My take on that is that we paid say …. $500 k and this $150 adds onto it to make it $650 or maybe even higher. But we’ll let this slide until the end as I don’t want to give away the surprise. (21) SEPTEMBER 28, 2021 PHONE CALL – MR FARRELL - CMAX GIVING UP OUR SEAT TSX AND DEBENTURE WITH OBSIDIAN Strange that an organization who does deals everyday with companies like Obsidian and Claritas are unable to endorse our deal yet, somehow our deal was not accepted. On top of that, one would think that having close to a million dollars from the Australian tax refund would have been enough to at least hold our seat at CMAX but nope. We lost that position which brought us to the next part of the Claritas Follies - the search for our next bogus facility for Phase 1. Anyhow, hindsight shows that we had ‘issues’ with the financing. Obsidian, the guys whom we had gone through the months long lead up to - and conducting of the big ‘AGM’ where we did the reverse split of 20:1 and the Keystone Cops routine with the TSX over the warrants escapades of 20:1 or 1:20 question, finally gave their approval on the cash for shares deal. Problem was, despite being drawn up by Farrell and BGL, the TSX guys in Calgary who rule on this didn’t like the percentages and amortization of payments so stalled us for a couple of months while the formulas were clarified. “I told CMAX we didn't make the payment last week and now we're into this week and I haven't heard back from TSXV so it's really possible they may say ‘well you know we tried the contract with you guys again boys you said you would pay it you didn't and we're going to terminate the contract and give this spot to somebody else’ and, it's entirely possible that will happen.” “It's really very difficult position because of what the TSXV is doing right now” FARRELL: We asked the lawyers to try and talk to the TSXV today because exchanging emails is very inefficient. They sent us some e-mails listing all their questions, comments and concerns and then the next day after all the lawyers have reviewed it we sent the response back and 48 hours goes by. Then the response to the response and next thing, the whole week has gone by and nothing has been accomplished and we're kind of going down that path right now. One of the issues has to do with the interest rate. The debenture is a is a loan and they say that the maximum interest rate that they will allow is 24% and, that 24% is not found anywhere in the policy. The way this debenture works is the investor buys it from us for $1,000,000 and it has a face value of a million 175 and we have to pay that million 175 off in monthly installments beginning next year and all one million 175 has to be paid off by the 12 month maturity date so if you borrow a million and over the course of 12 months you pay back a million 175 that is like a simple interest rate of 17 1/2%. So let let's say that the TSXV actually accepts that, then the next thing they do is they say there's a 10% interest rate 10% default interest rate so if the original interest rate is 17 and a half percent and then you add the default rate to it - now you're at 27 1/2% which is in excess of the 24% that they will allow. They want us to put together an excel spreadsheet that shows how much money the company will pay every month and the lawyers said ‘look, that excel spreadsheet doesn't make any sense for a whole bunch of reasons #1, if the company defaults on the payment then it's not going to make it a larger payment including the default interest rate.’ #2 is that the loan is collateralized with shares that Salzman and I own and in the event of default the lender would take the shares and sell the shares to apply the proceeds against the principal to reduce the principal so no need for 10% unless the proceeds from the sale are insufficient so they want they want us to include that in the spreadsheet the repayment of principal from the sale of these collateral shares and we have no idea what the what the shares are going to be sold for. I don't want to get too deep in the weeds in this but they have to reduce the default that the lender would have to reduce the default interest rate from 10% down to about 5.4% OK right and the lender I think is willing to do that if we make some other concession to them. During this time, CMAX, the Australian facility where we were going to conduct Phase 1 had enough. They sent us a final warning saying shit or get off the pot because we have other companies who need to do their Phase 1 so pay up. So, in my phone calls with Farrell over the next few weeks I explained to him of our need for Phase 1 to which he agreed over and over. My efforts to find a place where we could to this in Timbuktu fell on deaf ears as it had to be Australia as we would get a tax refund of 43% the following year. My reasoning was that 'who cared for $430k when our share price went up to a dollar from twenty cents (an increase in $30 million) but no, it had to be an Australian company. It came to the point where if I wanted a ‘YES’ I merely brought up the need for Phase 1 and he chirped out an emphatic ‘YES’ like a dog doing a trick. Salzman agreed in his quotes (supplied above) and, in the phone calls as Farrell explained to me what Salzman said. We all knew that time was of the essence to get this off the ground, yet Salzman would only deal with an Australian facility. As Bob put Salzman’s Australia demand to me in frustration ‘It’s like the Australian tail wagging the dog.” They settled on Scientia, nice enough people I guess and so, began to work with them or, against them or, they against us or Salzman against everybody depending on how you look at it. (22) OCTOBER 19, 2021 THE COMPANY ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE FINANCING WITH OBSIDIAN GLOBAL GP, LLC (“OBSIDIAN”) FOR NET PROCEEDS OF USD $930 THOUSANDS. (23) NOVEMBER 18, 2021 Despite the surety of the study being cancelled it is not formally announced until NOVEMBER 18 2021 CLARITAS TODAY PROVIDED AN UPDATE REGARDING THE EXPECTED TIME TO COMPLETION OF ITS PHASE 1 CLINICAL STUDY OF R-107, THE COMPANY’S PROPRIETARY, LIQUID, NITRIC OXIDE-RELEASING COMPOUND (THE “PHASE 1 STUDY”). PHASE 1 STUDY TO BE COMPLETED AT SCIENTIA CLINICAL RESEARCH “Following completion of the Phase 1 Study, we (Claritas) will initiate our planned Phase 2a study of R-107 in treatment of pulmonary arterial hypertension (“PAH”), and apply for U.S. governmental grant funding for the further development of R-107 for treatment of COVID associated lung disease.” (44) JANUARY 12, 2022 CLARITAS SECURES $5 MILLION EQUITY FINANCING FACILITY WITH ALUMINA PARTNERS (ONTARIO) LTD. The Agreement will provide Claritas with two-years of working capital, with initial proceeds allocated to the remaining costs of the Phase 1 clinical study of R-107, which the Company expects to complete in Q1 2022. “Claritas intends to seek non-dilutive governmental grant funding to develop R-107 for the treatment of COVID-related ARDS and COVID-related sepsis.” “The Company will apply for such funding with the Biomedical Advanced Research Development Authority (“BARDA”), an agency within the U.S. Department of Health and Human Services.” “The resources available to the Company under the Agreement with Alumina will be used to move forward with the development of R-107 for treatment of both PAH and PPHN, advancing R-107 into Phase 2a clinical studies next year in both indications.” "We are excited that Alumina recognizes the potential of R-107, our proprietary nitric oxide-releasing compound being developed for pulmonary disease in adults and newborns, as well as for COVID-related lung disease. Alumina is prepared to provide up to $5 million of working capital to ensure that the Company can deliver on this potential. This strong financial backing will provide us with the flexibility and resources we need to achieve expected value-driving milestones over the next 2-years,” stated Robert Farrell, President and CEO. Mr. Farrell went on to say, “The advantage of this transaction structure is that the Company will not take down the entire $5 million at this time, while our share price is low, and the Company is undervalued. Rather, in order to minimize shareholder dilution, we will only judiciously access this financing facility over time as funds are required. If, as expected, we achieve the value-driving milestones mentioned, and if our share price and valuation reflect this value, we will be issuing fewer shares and warrants per dollar of funding accessed under this facility. We view Alumina as a partner in helping us to build value, and we view this financing facility as a win-win transaction for the Company and its shareholders.” “We are delighted to support Claritas as they work to bring R-107 to market,” said Adi Nahmani, Alumina’s Managing Member. “We are certainly not the first to recognize the need for a nitric oxide-releasing therapeutic for a number of applications, both chronic and acute. Indeed, much of the early development was funded by BARDA, the DARPA of life sciences. In the face of the evolving challenges posed by COVID, however, the need for R-107 is that much more urgent, and the applications that much more promising. We are pleased to be investors in this technology, and look forward to seeing management progress through the clinical trials required to add this compound to the modern medical pharmacopeia.” (62) FEBRUARY 21 2022 ETHICS COMMITTEE QUESTIONS & CONCERNS PHONE CALL MR. FARRELL MR. FARRELL: “When I read it I was quite concerned about a few things here and there. Andy wasn’t too concerned but was pissed off – he was angry about it and I said ‘what about this what about that and other things’ and he said ‘most of those questions are already answered in the documents maybe I need to kind of rub their nose in it and refer them to a particular page and paragraph and sentence’ and so it shouldn’t be a bit of work and it shouldn’t take all the rest of the week to answer that properly.” (69) JULY 16 2021 PHONE CALL - MR. FARRELL – DR. SALZMAN ON VACATION “Drew: I'm trying to do an interview with Salzman on Phase 2 for COVID and he's said ‘yeah let's do it’ but then when I try and nail him down for a date and a time he's incommunicado. Is he that busy right now doing stuff that I can't get ahold of him?” “He's taking his wife on a vacation she read him the riot act as he was working while they were on their last vacation and she wasn’t happy with that.” (73) MAY 1 2022 PHONE CALL WITH FARRELL – HOLD UP AT SCIENTIA: FARRELL: Anyway, Salzman thinks we owe him a whole bunch of money and I’m telling him we don’t. We owe him a little money but not a lot of money anyway he's all pissed off - so he is more or less on strike here until we pay him some more money which, is impossible because we don’t have more money. So anyway, that’s one thing that's causing a delay – another is just the personalities involved in Australia. So in Australia we're working primarily with two separate companies one is called Scientia where the patients will go for two days …. three days whatever … a week … And then the other one is called Data Farm … and Data Farm is the one that kind of manages the collection of all the data and they’re both involved. Data Farm is very easy to deal with, they're trying to push everything along as fast as they can and it's going great. At Scientia there's a woman named Souk and Souk is just impossible. She's just trying to find every fucking problem that you know - this is a problem that's a probably big problem and so between Salzman sort of dragging his feet and Souk finding problems were kind of bogged down. I'll give you one example and you heard this before and that's to do with the injection … the dosage injection for the first cohort and maybe for the second as well. So what their practice at Scientia is when they administer a dose according to some protocol what they do is they draw the drug into the syringe and then they look at it and this syringe has graduation marks on it and so if you're supposed to administer a half or a milliliter whatever you know you can draw the drug in and then you like squirt some out to the end of you the needle and that's the way they do it. And so beginning about two months ago she said that they weren't going to be able to administer the low dose at all because the low dose is so small when you draw it into the syringe you can't see it actually and therefore, she said there was no way to know if you're giving the correct dose or not. So anyway her and Salzman had a big debate about that and Salzman got some sort of special syringes from some company in the Netherlands and those got sent to Souk at Scientia but, the syringes from the from the Netherlands, the way you’re supposed to measure the dose is not by visual, not by you know visually looking at this syringe but instead by weighing it on some very accurate device. So Salzman said that he could solve the problem for the first cohort and maybe for the second since you are going to have potential problems determining the dose visually we are going to do it by weight. So Souk got back to him and said they don’t do it that way and in order to do that it would take them two or three months to get the protocols approved and bring in people trained and all that so could take two or three months. So I called the people at Data Farm and said I don't know what the hell she's doing. We're paying her company Scientia - we’re her clients and she's doing everything she can to throw road blocks in the in the way here and I asked the guy at Scientia, guy named Luke, asked him to talk to her boss to straighten it out. So it seems like that may have got straightened out But it looks like we're going to have to buy for them this special weighing device but it looks like we're past that problem and now she's onto the next one and the one after that she problems and this one has to do with this one has to do with documents. There's two documents that they need one called the Laboratory Manual and one called the Pharmacy Manual. The Pharmacy Manual, from my understanding of it is the drug is shipped from Israel to Australia and gets delivered to the pharmacy where it is supposed to like it out of the package and put it into the refrigerator etc. And then the laboratory manual, I think what that says is that when you administer the drug to the patient you need to take blood from the patient periodically over the next 48 hours. And with those blood samples you are supposed to deal with those by packing them on dry ice in a special kind of box and send it to the laboratory for analysis. And so both of those manuals have been written (the laboratory and pharmacy manual) and Souk is nitpicking them to death saying something like ‘on page four it says this and it should say that blah blah blah’ so now we're all wrapped up in that. Salzman is saying ‘fuck it’ he’s very angry with her, she’s angry with him and they’re angry with each other and they’ve got a little battle about something and they don't like each other and Salzman is saying screw this, I'm not going to deal with this bitch until you pay me and all that kind of stuff So anyway right now we’re in ‘stupidland’ and, that's not going to be helpful to tell anybody that I mean to say ‘Oh well the Phase 1 is being delayed because these two doctors are battling with each other over how to determine the proper dose and over some fucking documents. Right now what I got to do to get finish this accounting thing to show Salzman that he got paid more than he thinks he did and when I finished that there’s a bunch of emails between Salzman, Souk and this guy Luke and I’ll send you a couple of screen shots to give you a better sense of what’s going on as it's just stupid other stupidity. If you told them the truth like I just told you it sounds like a gong show, like you have the Keystone Cops running the thing. This whole problem that we're talking about kind of goes back like three months four months maybe longer than five months it goes back to this Ethics Committee. so Salzman wrote up the protocol and I think he said originally there's going to be 4 cohorts patient states for total of 32 and then the Ethics Committee said no, your starting dose is too high so they added a fifth cohort in at the bottom and an ultra low dose and the dose is so low that Souk can’t even see it in the syringe. Souk, what her solution is she wants us to go back to the Ethics Committee and ask them to drop the bottom dose and Salzman said we might as well shoot ourselves in the head because the Ethics Committee will be mad about that. It'll take them at least a couple months to figure out how to deal with it and then, he said, ultimately, they'll tell us ‘no.’ They'll say that they are the Ethics Committee and they think they need to start at a lower dose and that means it's asking for this ultra low dose. Which in reality is kind of stupid because it's so low that you may not even be able to detect in the person's blood. Salzman said that that dose is so low that when you do the blood draws and send it to the laboratory it'll probably show no drug in the body. I mean it all starts off with the stupidity of the Ethics Committee going through this ultra ultra low dose now and then then Souk saying it’s so small that you can't see it and then Salzman saying OK well let's weigh it and then Souk saying well if we're going to weigh it that's going to take us two or three months to learn how to do that properly and incorporate it into our standard operating procedures and training the personnel DREW: Can we just get our money back? FARRELL: I don't want to do that because it didn't you and you have to go find another hospital to do that it's going to take months and months and months DREW: how much did how much could we get back from these guys? FARRELL: Not a lot cause we never paid them a lot. We paid Scientia I think $34,000. Going back further even before the Ethics Committee there was the decision to do this in Australia and it's because of the rebate so you kind of get this thing where the rebate is the tail wagging the dog here.
  15. THE GOLDEN WEBSITE On May 28 2021 Mr. Farrell announces he is paying for some web design work with a hefty share transaction of almost 7 million shares ($241,000). A few things are interesting about this transaction the first one being, what kind of a web site would cost a quarter million dollars? We’re not mining for Bit Coin, running Google or Porn Hub, we’re a sleepy R & D that probably gets twenty hits a day. So why the need for anything more than a $10 per month server with a two thousand dollar website? The second strange thing is that Salzman’s daughter Natalie Lurie Salzman was in charge of the web sites and social media. FSHOC would like to know how much of this money went to her and, how much was kicked back to Dr. Salzman? (19) (25) (Perhaps Drs. Cuzzocrea and Enkhbaatar can shed some light on this as handing over 20% of our company for a web site surely would have come up on their radar.) And even more financing is announced August 18, 2021. This time it’s the highly anticipated tax refund and, the first tranche from Obsidian. It’s explained that the former was going to be used to conduct the Phase 1 trial which, was also previously explained by both Salzman and Farrell to be essential for our progression and, to move the share price upwards. “Claritas will receive aggregate proceeds of approximately CAD $1,980,000 (the “Aggregate Proceeds”) from the closing of the first tranche of the Offering and the receipt of a cash rebate of R&D expenses from the Australian Tax Office.” (20) “The Aggregate Proceeds will be allocated primarily to the cost of the Phase 1 clinical study of R-107, as well as for general corporate purposes.” Ok, so we’re going to have to use both of them now. We must have already given them the entire tax rebate and only need some of the Obsidian money – ‘chump change.’ SUCCESS CHECKLIST DRUG LICENSES – CHECK! WINNING DEVELOPMENT TEAM – CHECK! REALLY EXPENSIVE WEB SITE – CHECK! FAITHFUL STOCKHOLDERS – CHECK! SALZMAN AS A TEAM MEMBER/COLLABORATOR/PARTNER – CHECK! POTENTIAL BARDA GRANT – CHECK! PHASE 1 TRIAL – CHECK! SOLID DRUG DEVELOPMENT PLAN – CHECK! OBSIDIAN FINANCING – CHECK! AUSTRALIAN GOVERNMENT TAX REFUND – CHECK! As Salzman said; “This stock is going to explode in value because of its fundamentals: great technology, world class science, excellent market with unmet medical need, and awesome team that is executing at the operational level.” (57) And, added to the enthusiasm on 7 May 2021 with; DREW: “How excited are you about the upcoming Phase 1?” ANDREW: “Very excited. After working in the nitric oxide field continuously for 31 years now and so, for me this is the culmination of a career in the field, and the pinnacle of that work is R-107 and so, I'm very excited about it. I have every reason to believe that this drug will be well tolerated, saves lives and have good blood levels which is the purpose of the phase one. So, in my view the trial will be a resounding success based on the data”. (16) So, we were swimming in cash, paid for Phase 1 and, were about to get more. Shareholders were excited as finally we were moving! The chatter on social media was fast and furious as investors began to frequent the CMAX site looking for our study start dates and returning to speculate and chat. Xmas for Salzman – and … Friday the 13th for the shareholders because what followed was …. Nothing but a … NIGHTMARE ON CLARITAS STREET See, we had received the tax refund but, instead of putting it towards the study as was stated we would, Farrell instead paid Salzman, himself, Tom, Dick & Harry instead because they were going to exclusively use the Obsidian money for the study we were extremely excited about. The study that would move both Farrell’s and Salzman’s life’s work along and the guy who had put his wages aside to push this company up the hill of success, save lives, get us a $20 million BARDA grant, up the share price and his millions of shares. Yes, and the BOD - Drs. Enkhbaatar and Cuzzocrea signed off on all this to help make sure the Phase 1 didn’t start then. This might not have been a problem if things had worked right but, the TSXV stepped in and had some problems with the Obsidian financing. (19) MAY 28 2021 CLARITAS ANNOUNCES SETTLEMENT OF DEBT TRANSACTION CLARITAS TO SETTLE $241,009 OF DEBT WITH 6.88 M SHARES “Mr. Robert Farrell reports Claritas Pharmaceuticals Inc. has entered into an agreement to pay amounts owing to a service provider for past services in common shares of the company. The transaction is subject to approval by the TSX Venture Exchange. The debt owing is in the amount of $241,009.12. This debt is owed to Roni A. Cohen, doing business as RacTech, as compensation for website development and design, website hosting, support social media management, IT (information technology) services, SAP and SAS application licensing, installation and support, and various other IT-related activities. The company will issue 6,885,975 common shares to RacTech upon approval of the TSX-V.” (20) AUGUST 18, 2021 CLARITAS ANNOUNCES PROPOSED FINANCING WITH OBSIDIAN GLOBAL GP, LLC, RECEIPT OF AUSTRALIAN TAX CREDIT, AND START OF PHASE 1 CLINICAL STUDY OF R-107 It’s announced we also had a tax refund from Australia which was explained was going to be used to conduct the Phase 1 trial which, was also explained by both Salzman and Farrell to be essential for our progression and, to move the share price upwards. “Claritas will receive aggregate proceeds of approximately CAD $1,980,000 (the “Aggregate Proceeds”) from the closing of the first tranche of the Offering and the receipt of a cash rebate of R&D expenses from the Australian Tax Office.” “The Aggregate Proceeds will be allocated primarily to the cost of the Phase 1 clinical study of R-107, as well as for general corporate purposes.” So we could have been swimming in cash, paid for Phase 1 and, were about to get more but, the deal was confusing to the TSX so they haggled over it for two months. (22) OCTOBER 19, 2021 THE COMPANY ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE FINANCING WITH OBSIDIAN GLOBAL GP, LLC (“OBSIDIAN”) FOR NET PROCEEDS OF USD $930 THOUSANDS. (23) NOVEMBER 18, 2021 Despite the surety of the study being cancelled it is not formally announced until NOVEMBER 18 2021 CLARITAS TODAY PROVIDED AN UPDATE REGARDING THE EXPECTED TIME TO COMPLETION OF ITS PHASE 1 CLINICAL STUDY OF R-107, THE COMPANY’S PROPRIETARY, LIQUID, NITRIC OXIDE-RELEASING COMPOUND (THE “PHASE 1 STUDY”). PHASE 1 STUDY TO BE COMPLETED AT SCIENTIA CLINICAL RESEARCH “Following completion of the Phase 1 Study, we (Claritas) will initiate our planned Phase 2a study of R-107 in treatment of pulmonary arterial hypertension (“PAH”), and apply for U.S. governmental grant funding for the further development of R-107 for treatment of COVID associated lung disease.” (24) NOVEMBER 29, 2021 CLARITAS PHARMACEUTICALS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS OF NOVEMBER 29, 2021 “Salzman Group has spoken with the U.S. Biomedical Advanced Research and Development authority (“BARDA”) regarding a new BARDA contract to support the development of R-107 for coronavirus and COVID-19 infection. If awarded, the new contract would support a clinical trial in intubated and mechanically ventilated patients with COVID-19 associated pulmonary failure. Planned Phase 1 Clinical Study to Evaluate Safety and Pharmacokinetics of R-107 Given the data demonstrating the antiviral activity of nitric oxide against coronaviruses, as well as the even greater body of data demonstrating the potential activity of nitric oxide in treatment of viral-associated lung disease, Claritas and Salzman Group are working together to advance R-107 into Phase 1 clinical testing.” “This Phase 1 safety and pharmacokinetic study of R-107 using a single dose escalation design in 32 healthy middle-aged volunteers will be conducted at Scientia, a clinical research organization located in Sydney, Australia. The study is expected it to be completed by the first quarter of 2022.” (25) DECEMBER 7 2021 EMAIL; ROBERT FARRELL “Hi Drew, Natalie Salzman, Andy Salzman's daughter, set up website and our social media accounts. For the website, she hired a website designer who did the actual work. I think she set up the social media accounts (Facebook, LinkedIn and others) by herself. She is in favor of adding you as an admin on the Facebook page and will do that right away. Would it make sense for you to speak with Natalie about this directly? Natalie and I will also work on updating the website. Bob” (57) APRIL 8 2022 LAST PRESS RELEASE AND POST ON THE CLARITAS WEBSITE GOES UP CLARITAS ANNOUNCES APPROVAL FROM OTC TO UP-LIST TO OTCQB
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