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8-K - QUANTRX BIOMEDICAL CORP | v172698_8k.htm |
EX-2.1 - QUANTRX BIOMEDICAL CORP | v172698_ex2-1.htm |
EX-99.1 - QUANTRX BIOMEDICAL CORP | v172698_ex99-1.htm |
QuantRx
Biomedical to Acquire NuRx Pharmaceuticals
Combination
Strengthens Financial and Competitive Position
DOYLESTOWN,
PA – January 29, 2010 — QuantRx Biomedical Corporation (OTCBB: QTXB) today
announced that it has entered into an agreement to acquire NuRx Pharmaceuticals,
Inc. (OTCBB: NUXP). The transaction is structured as a tax-free, all
stock acquisition resulting in a combined company with no debt and a simplified
ownership and capital structure. QuantRx expects to benefit from a
strengthened competitive and financial position to accelerate efforts to
capitalize on opportunities in the growing market for Point-of-Care diagnostic
products.
Walter
Witoshkin, QuantRx Chairman and Chief Executive Officer, and Sasha Afanassiev,
QuantRx Chief Financial Officer, will continue in their respective
roles. All Research and Development efforts will continue under the
leadership of Dr. William H. Fleming, QuantRx Chief Scientific
Officer. Harin Padma-Nathan, MD, the current Chief Executive Officer
and President of NuRx, will assume the role of Executive Chairman of
QuantRx.
The
agreement for QuantRx to acquire NuRx follows a joint venture between the
companies announced in July 2009. QN Diagnostics, LLC, the joint
venture equally owned by QuantRx and NuRx, leverages 30 years of diagnostic
healthcare research and development expertise. The QN Diagnostics joint venture
has been focused on accelerating the commercialization of diagnostic products
utilizing QuantRx’s RapidSense® rapid diagnostics
technology. Upon the closing of the merger, QN Diagnostics will
become a wholly-owned business of QuantRx.
Among the
initial products projected to be launched in 2010 is a new line of
hypersensitive Clinical Laboratory Improvement Amendments (CLIA) waived
quantitative Point-of-Care lateral flow diagnostic devices, with reliable and
repeatable sensitivity in the low picograms per milliliter needed to provide
laboratory level results to the Point-of-Care market. This unique platform
technology combining the sensitivity of RapidSense® with the ultra-portable
Q-Reader enables the use of any biological sample, such as blood, urine, vaginal
fluids, or saliva, to deliver laboratory results to the primary care provider in
minutes.
Mr.
Walter Witoshkin, Chairman and CEO of QuantRx stated, “We believe this merger
will enable us to more aggressively implement our growth strategies and bring to
market our patented diagnostic products for improved healthcare. We
also believe that this merger will enhance our executive leadership, broaden our
intellectual property portfolio, and strengthen our balance sheet.”
Commenting
on the developments between NuRx and QuantRx, Dr. Harin Padma-Nathan, CEO of
NuRx said, “Through our collaboration on the QN Diagnostics joint venture, we
have developed an even greater appreciation for the potential impact that these
Point-of-Care products represent. We have also developed a
strengthened relationship and respect for the QuantRx management
team. These insights have solidified our conviction to join forces
with QuantRx. We believe the merger is in the best interests of NuRx
shareholders.”
On a
preliminary basis, it is anticipated that following the acquisition there will
be a reduction of approximately $1 million in general, administrative and public
company expenses and other redundant costs from the combined
companies.
The
transaction between QuantRx and NuRx is subject to approval by NuRx
shareholders, the satisfaction of customary closing conditions and regulatory
review and approvals. Pending these approvals, the transaction is
expected to be completed by the end of April 2010, with NuRx common shareholders
receiving approximately 1.54 shares of QuantRx common stock for each share of
NuRx common stock.
About QuantRx Biomedical
(www.quantrx.com)
QuantRx
Biomedical Corporation (OTCBB: QTXB) is focused on the development and
commercialization of innovative products for advanced diagnosis of serious
disease and health conditions. With synergistic expertise in the discovery of
diagnostic platforms leveraging a vast portfolio of intellectual property,
QuantRx’s mission is to introduce products for use by medical professionals,
institutions, and consumers that deliver more accurate, reliable, and faster
diagnoses which result in improved patient care and a reduction in overall
healthcare costs.
The
QuantRx strategy targets significant market opportunities estimated to be in
excess of $5 billion worldwide. The Company's technology portfolio, with more
than three dozen patents, patents pending and licensed patents, includes: (1)
RapidSense® point-of-care testing products based on QuantRx core intellectual
property related to lateral flow techniques for the consumer and healthcare
professional markets (QN Diagnostics); (2) PAD technology for over-the-counter
applications, and the diagnosis and treatment of women's health concerns and
other medical needs, and (3) significant investments in: (a) genome-based
diagnostic chips for the laboratory and healthcare professional markets; and (b)
molecular imaging agents for positron emission tomography (PET) and fluorescence
imaging, with initial application in cardiovascular disease, addressing
significant unmet medical needs by providing clinicians with important tools for
early discovery and assessment.
About NuRx Pharmaceuticals, Inc.
(www.nurxpharmaceuticals.com)
NuRx
Pharmaceuticals, Inc (OTCBB: NUXP) is a Life Sciences company with a strong
R&D focus in oncology and oncology supportive products as well as medical
diagnostics applications within oncology and more broadly in medical and
veterinary care. NuRx Pharmaceuticals, Inc was initially established to explore
the broad application of second and third generation of retinoid and rexinoid
compound. It has evolved into a more broad Life Sciences company with R&D
interests in additional novel cancer therapeutics and, more recently, novel
delivery of Point of Care diagnostics.
Important Additional Information Will Be Filed with the
SEC
QuantRx intends to file with the SEC a registration
statement on Form S-4 that will include NuRx’s proxy statement and other
materials relevant to the proposed merger and related transactions. The
definitive proxy statement will be sent or given to NuRx’s
stockholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE MERGER, INVESTORS AND STOCKHOLDERS OF NURX ARE URGED TO READ THE
PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The proxy
statement and other relevant materials (when they become available), and any
other documents filed by NuRx with the SEC, may be obtained free of charge at
the SEC’s website at www.sec.gov. In addition, investors and stockholders may
obtain free copies of the documents filed with the SEC by directing a written
request to the Company at 18 Technology, Suite 130, Irvine, CA 92618 —
Attention: Chief Financial Officer.
NuRx and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from NuRx’s
stockholders in connection with the merger. Certain of NuRx’s directors and
executive officers may have direct or indirect interests in the merger due to,
among other things, securities holdings, pre-existing or future indemnification
arrangements, or vesting of equity awards. Additional information regarding
NuRx’s directors and executive officers and their interests in the merger will
be contained in the proxy statement relating to the merger that NuRx intends to
file with the SEC.
QuantRx and its respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
NuRx’s stockholders in favor of the proposed transaction. Information concerning
QuantRx’s directors and executive officers is set forth in QuantRx’s proxy
statement for its 2009 annual meeting of stockholders, which was filed with the
SEC on November 5, 2009, and Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the SEC on April 15, 2009.
Cautionary Statement Regarding Forward-Looking
Statements
Investors and stockholders of NuRx are cautioned that
statements in this announcement that are not strictly historical statements,
including, without limitation, statements relating to the timing of the proposed
merger, whether a closing of the merger will occur, the combined company’s
ability to accelerate growth plans, achieve a greater market share, realize
synergies, bring products to market more rapidly and realize other potential
benefits as a result of the closing of the proposed merger, constitute
forward-looking statements. These statements are based on current expectations,
forecasts and assumptions of NuRx and QuantRx that are subject to risks and
uncertainties that could cause actual outcomes and results to differ materially
from those statements. Risks and uncertainties include, among others, the risk
that the conditions to the merger set forth in the merger agreement will not be
satisfied and the transactions will not be consummated, uncertainties as to the
timing of the merger, uncertainties as to whether the requisite stockholder vote
will be obtained, changes in NuRx’s or QuantRx’s business during the period
between now and the closing that could cause a condition to closing not to be
satisfied, reliance on proprietary technology, management of growth and
organizational change, risks associated with litigation, competitive actions in
the marketplace, whether QuantRx will successfully integrate NuRx or anticipated
synergies and benefits from the transaction will be achieved in a timely manner
or at all, and adverse actions of governmental entities or other third-parties.
The foregoing list sets forth some, but not all, of the factors that could
affect the ability of NuRx and QuantRx to achieve results described in any
forward-looking statements. For additional information about risks and
uncertainties NuRx faces and a discussion of its financial statements and
footnotes, see documents filed with the SEC, including NuRx’s Annual Report on
Form 10-K for the year ended September 30, 2009, and any subsequent periodic
reports. For additional information about risks and uncertainties QuantRx faces
and a discussion of its financial statements and footnotes, see documents filed
with the SEC, including QuantRx’s Annual Report on Form 10-K for the year ended
December 31, 2008, and any subsequent periodic reports. Investors
should not place undue reliance on forward-looking statements, which speak only
as of the date they are made. Neither QuantRx nor NuRx undertakes any obligation
to update any forward-looking statements to reflect new information, events or
circumstances after the date of this report, or to reflect the occurrence of
unanticipated events.
Investor
Relations Contact:
Jordan M.
Darrow
Darrow
Associates, Inc.
631-367-1866
jdarrow@darrowir.com