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Post# of 7596
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chart_md

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chart_md

Re: None

Tuesday, 04/17/2007 3:07:07 AM

Tuesday, April 17, 2007 3:07:07 AM

Post# of 7596
** Past Successful Reverse Mergers: IFLI-(PGNT)

1. On May 4, 2006 – LOI between PGNT OTCBB shell and Private company IFL to merge.
2. On Aug 31,2006 - PGNT, agreed to merge with private company IFL (International Fighting League), subject to shareholder vote (in November 2006).
3. PGNT O/S was about 34 million.
4. PGNT shares would be Reverse Split 1:20, but O/S would stay the same 34 million. However, IFL insiders would get 95% of the new company O/S (common shares, not restricted).
5. PGNT said they were acquiring IFL, even though PGNT was the shell, and IFL had all the assets.
6. Merger was approved by shareholders on Nov.27, 2006.
7. On Nov.29,2006 - the reverse split, name and symbol change became effective. PGNT became IFLI and post split price was supposed to be $2.90.
8. Within 13 trading days, stock price peaked at $16, for a gain of 550%.

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http://www.genengnews.com/news/bnitem.aspx?name=1117662
International Fight League, Inc. Signs Agreement to Merge with Paligent Inc.
5/4/2006 5:32:00 PM EST

BIOWIRE

Paligent Inc. (OTCBB:PGNT) today announced that it has entered into a letter agreement with respect to the acquisition of International Fight League, Inc. (IFL) pursuant to which IFL will emerge as the surviving entity. Under the agreement, Richard J. Kurtz, a director and the principal stockholder of Paligent, invested $1.0 million in privately held IFL in contemplation of the acquisition of IFL by Paligent.

Paligent proposes to acquire all of the issued and outstanding capital stock of IFL in consideration of the issuance to the common and preferred stockholders IFL of shares of common stock of Paligent in an amount such that the present common and preferred stockholders of IFL would own 95% of the issued and outstanding common stock of the post-acquisition company, subject to adjustment for future issuances. In connection with the merger, Mr. Kurtz has also agreed to convert Paligent's current indebtedness to him of approximately $600,000 into additional shares of common stock. It is estimated that Mr. Kurtz will own approximately 20% of the outstanding common stock of the merged company.

The proposed acquisition is subject, among other things, to the execution of definitive acquisition documentation, completion of due diligence of IFL by Paligent, the receipt by Paligent of a fairness opinion and the approval by the stockholders of Paligent.

Founded in 2005 by Gareb Shamus, the founder and chairman of Wizard Entertainment Group and Kurt Otto, a private real estate investor and life-long martial arts participant, the International Fight League mixes the intense action of mixed martial arts with the established team- and season-based approach found in America's most loved sports. The IFL's teams consist of five fighters each, one in each major weight category, and are coached by legendary world champions.

The IFL's successful debut event featuring the initial four teams took place on April 29, 2006 in Atlantic City at the Trump Taj Majal. The inaugural event sponsors included Suzuki (ATV and motorcycle group), Microsoft's XBOX 360, Coca-Cola's Vault energy drink, Full Contact Fighter and Doublesport. The event will later be broadcast by Fox Sports Net (FSN) in a series of three original taped telecasts in May and June 2006. FSN serves as the cable television home to 62 of the 82 Major League Baseball, National Hockey League and National Basketball Association teams based in the United States and produces over 4,500 live events each year.

Paligent formerly operated as a biotechnology company engaged in the development and commercialization of novel drugs with a product portfolio focused on infectious diseases and oncology. During 2004 and 2005, the Company transferred all of its rights, title and interest in its two remaining biotechnology compounds, which until their out-licensing in 2000 had been under development for several years. Since 2001, Paligent has been engaged in seeking business opportunities to maximize value for its shareholders, including acquisitions of new operating businesses and technologies as well as potential merger opportunities.
=========================================================================

NEW YORK – (BUSINESS WIRE) – August 31, 2006 – Paligent Inc. (PGNT:OTCBB) today announced that it has executed a merger agreement with respect to the acquisition of International Fight League, Inc. (IFL) pursuant to which IFL will emerge as the surviving entity. Following consummation of the merger, Paligent has agreed to change its name to International Fight League, Inc.

Under the agreement, Paligent will acquire all of the issued and outstanding capital stock of IFL, and the holders of IFL capital stock will receive shares of common stock of Paligent which, upon their issuance, would be equal to 95% of the issued and outstanding shares of common stock of Paligent. In addition, in connection with the merger, options to purchase shares of common stock of IFL outstanding prior to the merger will be converted into options to purchase shares of common stock of Paligent on the same terms and conditions applicable to such options prior to the merger, under a new equity incentive plan to be submitted for the approval of Paligent’s stockholders together with the merger. Paligent has also agreed, subject to stockholder approval, to effect, immediately prior to the merger, a 1-for-20 reverse stock split of Paligent’s common stock, such that the number of shares of common stock outstanding following the merger shall be approximately the number of shares of common stock currently outstanding.

Each of Paligent and IFL has made customary representations and warranties in the merger Agreement. Paligent has also made representations and warranties with respect to the fact that it has no current operations. Paligent has agreed to file a proxy statement and convene a meeting of its stockholders to approve the merger, the equity incentive plan, the reverse split of its common stock and the name change. Following the consummation of the merger, it is anticipated that the board of directors of the company will include three additional directors appointed by the current stockholders of IFL.

In connection with the merger, Richard J. Kurtz, a director and the principal stockholder of Paligent, has agreed to vote in favor of the approval of the merger and the other matters to be submitted for stockholder approval. Mr. Kurtz has also agreed to contribute to the Company, immediately following the consummation of the merger, all or a portion of the amounts owed to him by Paligent, but not less than $651,000, in exchange for shares of common stock of the company.

Founded in 2005 by Gareb Shamus, the founder and chairman of Wizard Entertainment Group and Kurt Otto, a private real estate investor and life-long martial arts participant, the International Fight League mixes the intense action of mixed martial arts with the established team- and season-based approach found in America’s most loved sports. IFL’s teams consist of five fighters each, one in each major weight category, and are coached by legendary world champions.

IFL’s debut event, the “Legends Championship,” featuring the initial four teams took place on April 29 and June 3, 2006 in Atlantic City at the Trump Taj Majal and was broadcast by Fox Sports Net (FSN) in a series of three original taped telecasts in May and June 2006. Sponsors of the debut event included Suzuki (ATV and motorcycle group), Microsoft’s XBOX 360, Coca-Cola’s Vault energy drink and Full Contact Fighter. IFL’s next event, the “World Team Championship,” is scheduled to be held over four dates this fall, beginning on September 9th in Portland, Oregon. Due to the success of IFL’s debut event, FSN has agreed to increase their coverage from three to 10 hours for the IFL “World Team Championship” event. IFL is also planning to launch its first full season in 2007, featuring 11 events, beginning in the first quarter.

Paligent formerly operated as a biotechnology company engaged in the development and commercialization of novel drugs with a product portfolio focused on infectious diseases and oncology. During 2004 and 2005, the Company transferred all of its rights, title and interest in its two remaining biotechnology compounds, which until their out-licensing in 2000 had been under development for several years. Since 2001, Paligent has been engaged in seeking business opportunities to maximize value for its shareholders, including acquisitions of new operating businesses and technologies as well as potential merger opportunities.

Nothing contained in this press release shall constitute an offer, or a solicitation of an offer, to sell any securities of the Company. Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which generally can be identified by the use of such terms as “anticipate,” “believe,” “continue,” “expect,” "may," "should," or similar variations or the negative thereof. These forward looking statements involve risks and uncertainties, many of which are out of the Company's control and which may affect its future business plans.

Factors that may affect the Company's future business plans include:

(i) its ability to identify, complete and integrate an acquisition of an operating business or product, including the IFL acquisition; (ii) the viability of the Company’s business strategy in connection with an acquisition and its ability to implement such strategy; (iii) its ability to secure financing for its current and potential future operations; and (iv) its ability to generate revenues sufficient to meet its operating costs. Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. In addition, the Company's business, operations and financial conditions are subject to the risks, uncertainties and assumptions that are described in the Company’s reports and statements filed from time to time with the Securities and Exchange Commission. Should one or more of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those discussed herein.

========================================================================

November 29, 2006 - 7:03 AM EST

International Fight League (IFL) Becomes Publicly Traded Company
International Fight League, Inc. (OTCBB: IFLI), the world's first team-based professional mixed martial arts league, today reached another milestone in its early history, becoming one of a handful of professional sports entities to be traded as a public company. Effective today, the IFL begins trading on the over the counter bulletin board under the symbol "IFLI."

"This is a landmark day for all fight sports, ranging from Mixed Martial Arts (MMA) to professional boxing," said IFL CEO Gareb Shamus. "As a publicly traded sports entity, the IFL will be able to help the sport grow beyond its current boundaries and move into the mainstream with both fans and business partners. MMA has seen some significant growth in the last few years, from the emergence of the Ultimate Fighting Championship (UFC) on Spike TV to increasing ratings and attendance numbers, and we expect our model to add to that success in this new expanded international sports marketplace."

"For a long time, champions of the sport like Ken Shamrock, Frank Shamrock, Renzo Gracie, Matt Lindland, Bas Rutten, Antonio Inoki and Pat Miletich have never been able to achieve the renown in the mainstream that they have long sought," said IFL Commissioner Kurt Otto. "By becoming a public company and having them part of the IFL, we feel that not only these legends, but the next wave of athletes, will get more of what they work for and deserve in terms of recognition. It's a great day for all fans, business partners and competitors in the sport of Mixed Martial Arts."

The IFL, which began less than eight months ago with the IFL "Legends Championship" at the Trump Taj Mahal in Atlantic City, New Jersey has already experienced success on every level. Early developments have included:

-- A deal with Fox Sports Net (FSN) to cover the initial IFL events that grew from three hours in the spring to 10 hours in the fall and pulled in millions of viewers.

-- Initial business partners such as Microsoft's XBox, Suzuki, Dale and Thomas Popcorn, Coca Cola's Vault brand and Sandal's Resorts.

-- Attendance at events in Atlantic City, Portland, Oregon and Moline, Illinois exceeded original projections.

-- The attendance at the Mohegan Sun in Uncasville, Connecticut for the "World Team Championship" final on Friday December 29 is also expected to be near-capacity.

The League will very soon announce its 11 date schedule for its 2007 regular season, and will begin 2007 with a 12 team field representing 10 United States cities (including four teams in California, two in Illinois and others) Toronto, Ontario and Tokyo, Japan. The League plans further expansion to include additional teams from around the globe.

Each of the nine regular season IFL events will consist of four teams - each with an athlete in all five weight classes competing - along with a special Superfight, for a minimum of 11 bouts per card. The team that wins the best three of five match setup will be declared the team winner for the match, similar to collegiate and high school wrestling meets. The IFL also differs from other MMA organizations in that the bouts are held in an oversized five rope boxing ring with three four minute rounds, each designed to create the most compelling in-arena experience for local fans.

All events will be subject to the rules and approval of the applicable state athletic commission. The scoring system is similar to professional boxing as well. However, in the event of a draw, a fourth round will take place to decide a winner.

The four IFL regular season teams with the best records will move on to the IFL semi-finals expected to be in early August, 2007, with the first IFL Team Champion expected to be crowned in mid-September, 2007.

After receiving the requisite shareholder approval at Monday's special meeting of Paligent, Inc. (OTCBB: PGNT) shareholders, the IFL completed its previously announced merger with Paligent, which was effective at 1:01 A.M. this morning. The merger became effective immediately after a 1-for-20 reverse stock split by Paligent. Immediately following the merger, Paligent changed its name to International Fight League, Inc. Shareholders of Paligent will continue to own their post-split shares, but will be entitled to receive new certificates representing the same number of IFL shares of common stock as the number of post-split Paligent shares they held, which will constitute approximately 5% of the outstanding stock of IFL. The holders of the pre-merger International Fight League, Inc. shares of common stock (including the converted Series A preferred stock) will be entitled to receive approximately 1.032373 shares of post-merger Paligent shares of common stock, which will constitute approximately 95% of the outstanding stock of IFL. Letters of transmittal will be sent to appropriate holders for them to receive their new shares.

About the IFL

International Fight League(TM) (IFL) is the world's first professional mixed martial arts sports league. IFL has its headquarters in New York, NY and offices in Las Vegas, NV. For more information about IFL, please see: www.ifl.tv

Forward-Looking Statements: This release contains forward-looking statements pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, which are subject to various risks and IFL's management's expectations, hopes, beliefs, intentions or strategies regarding the future financial condition, and results of operations. There can be no assurance that future developments actually affecting IFL will be those anticipated.

Important factors that could cause actual results to differ (favorably or unfavorably) from the expectations stated in this release include the risks and uncertainties such as the conditions of the markets for live events, broadcast television, cable television, pay-per-view, Internet, entertainment, professional sports, and licensed merchandise; acceptance of the Company's brands, media and merchandise within those markets; uncertainties relating to litigation; risks associated with producing live events; uncertainties associated with international markets; risks relating to maintaining and renewing key agreements, including television distribution agreements; effects of competition, including locations of competitors and operating and market competition.. Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

IFL undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. This press release may include the opinions of IFL and does not necessarily include the views of any other person or entity.

The names of all International Fight League, Inc. televised and live programming, teams, images, and logos are trademarks, which are the exclusive property of International Fight League, Inc. All other trademarks and tradenames mentioned in this release are the property of their respective owners, and are not affiliated with IFL in any way.


International Fight League, Inc.
Joe Favorito, 212-356-4003
jf@ifl.tv

Penny_TA's Technical Plays:
http://www.investorshub.com/boards/board.asp?board_id=7244
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Reverse Mergers:
http://www.investorshub.com/boards/board.asp?board_id=7308

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