Attached files
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EX-3.01 - EXHIBIT 3.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv3w01.htm |
EX-2.01 - EXHIBIT 2.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv2w01.htm |
EX-3.02 - EXHIBIT 3.02 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv3w02.htm |
EX-16.01 - EXHIBIT 16.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv16w01.htm |
EX-99.02 - EXHIBIT 99.02 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv99w02.htm |
EX-99.03 - EXHIBIT 99.03 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv99w03.htm |
8-K - FORM 8-K - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018e8vk.htm |
Exhibit 99.01
FOR IMMEDIATE RELEASE
ASI TECHNOLOGY CORPORATION COMPLETES
ACQUISITION OF NXOPINION, LLC
ACQUISITION OF NXOPINION, LLC
Dr. Joel Robertson, an Internationally Recognized Clinician and Lecturer,
Appointed as Chairman and Chief Executive Officer
Appointed as Chairman and Chief Executive Officer
(LAS VEGAS, Nevada, June 1, 2010)ASI Technology Corporation (the Company) (OTCBB: ASIT),
announced today that it has completed the acquisition of NxOpinion, LLC (NxOpinion) headquartered
in Saginaw, Michigan pursuant to the terms of an Agreement and Plan of Recapitalization dated May
28, 2010.
The Company intends to file a preliminary Schedule 14C with the SEC to obtain approval of a name
change to Robertson Global Health Solutions Corporation and effect a 1 for 15 reverse stock split
as soon as practical.
As a result of the acquisition, the business of NxOpinion is now owned as a wholly-owned subsidiary
of the Company. The former members of NxOpinion own approximately 90% of the Company and the
transaction is expected to be accounted for as a reverse merger and recapitalization effective as
of May 28, 2010.
As a publicly traded corporation, we believe we will enhance our industry standing and visibility
with the worldwide organizations that we collaborate with to provide our innovative global health
care solutions, said Dr. Joel Robertson, Chairman and CEO. We also believe this transaction will
better position us to deliver on our goal of improving global healthcare through intelligent,
cost-effective innovative technology.
Business of the Company
Prior to the acquisition, the Company held investments in real estate, equipment lease financing
receivables, water rights, and certain decontamination technology assets. The Company plans to
retain certain real estate assets appraised at approximately $2.2 million. The Company disposed of
other assets to generate capital for operations and to provide cash at closing of approximately
$250,000. The Company repaid $75,000 of NxOpinion bridge notes and applied the balance to other
obligations and as working capital. A company controlled by director Jerry E. Polis has agreed,
within 45 days following the closing, to purchase for $300,000 certain water rights held by the
Company. These funds are expected to be applied by the Company towards working capital purposes.
The Companys future business will be almost entirely comprised of that business carried on by
NxOpinion as a development stage health technology company. NxOpinion uses high-level intelligence
oriented software developed over the last eight years to provide a comprehensive predictive
diagnostic solution for global healthcare delivery. NxOpinion offers a rich, versatile health
knowledgebase and analytics platform that uses mobile technology, personal computer (PC) and web
interfaces to deliver a powerful suite of healthcare applications. The innovative design and
flexibility of its software allows rapid customizing for varied users, including consumers, nurses,
physicians and other health care providers, as well as tailoring for different countries, regions
and languages. Recent collaborations with Microsoft Corporation have demonstrated that the Company
can deliver an accurate, versatile and powerful decision support and event engine. The Company
seeks to implement its health technology in a variety of settings worldwide, from rural health
systems to the most sophisticated urban hospital systems.
Directors and Management
Upon closing of the merger, director Richard A. Fait resigned and Dr. Joel Robertson, the sole
Manager of NxOpinion, was appointed as Chairman and Chief Executive Officer of the Company. Dr.
Robertson will initially serve under a three year employment agreement. Jerry E. Polis and Gerald
L. Ehrens remain directors of the Company. Eric M. Polis resigned as Secretary and Treasurer and
Melissa A. Seeger was appointed as Secretary and Treasurer.
Joel C. Robertson, Pharm.D., 58, is a businessman, author and specialist in neuropharmacology. An
internationally recognized clinician, he is also a bestselling author, lecturer, consultant and
founder of Robertson Research Institute, a non-profit company formed in 2002 to develop the search
engine underlying the Companys technology. He formed NxOpinion in 2005 to assemble data and
commercially exploit the developed software. Dr. Robertson has extensive background and experience
in the creation of new and innovative programs. He received national acclaim for his creation of a
chemical dependency and psychiatric sub-acute care facility, has consulted with over 30
inpatient/outpatient chemical dependency and psychiatric facilities, and opened and administered
two inpatient and three outpatient and day care facilities.
Post-Merger Capitalization Prior to the Proposed Reverse Stock Split
The Company has 300,000,000 shares of common stock, par value $0.001 authorized and 1,000,000
shares of preferred stock, par value $0.001, authorized. No preferred shares are outstanding. Just
prior to the mergers effectiveness, stockholders of ASI Technology owned 17,313,723 shares of
common stock. The former members of NxOpinion received 150,000,000 shares of common stock in the
merger. The Company also issued at closing 3,213,345 shares at $0.0667 per share to retire certain
convertible note obligations. The Company currently has a total of 170,527,068 shares of common
stock outstanding.
The shares of common stock identified above that were issued in connection with the acquisition
have not been registered under the Securities Act of 1933, as amended, and are considered
restricted securities.
Additional Information
Additional information about the merger, related transactions, warrants and options granted in
connection therewith and the business of NxOpinion and historical financial statements will be
available in a Current Report on Form 8-K planned to be filed with the Securities and Exchange
Commission no later than June 4, 2010.
About the Company The Companys seamless multi-platform software solution includes a powerful
inference engine architecture branded as NxOpinion, and a proprietary medical knowledge
management system. The Companys clinical decision support platform mimics skilled clinical
reasoning to determine the most possible and probable diagnosis and the best and latest treatment
options given presenting symptoms, patient facts, health history, user skill level, geographical
location, resources available and other available data. The Company offers the unique ability to
deliver an accurate diagnosis, and an actionable response allowing optimized patient adherence,
early detection of treatment failure, and referral to the appropriate level of care, pre-crisis
intervention and real-time access to health information. The Company leverages this advantage in a
global healthcare solution using technology to efficiently expand access to care worldwide while
contributing to improved quality of care and reduced costs. For more information please visit the
companys website at www.nxopinion.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This document
contains forward-looking statements relating to future performance and technology development that
may affect future results of the company. Actual results could be affected or differ materially
from those projected in the forward-looking statements as a result of risks and uncertainties,
competition, general economic factors, and other factors identified and discussed in the Companys
most recent filings with the Securities and Exchange Commission. These forward-looking statements
are based on information and managements expectations as of the date hereof. Future results may
differ materially from the Companys current expectations.
# # #
FOR FURTHER INFORMATION CONTACT: MELISSA SEEGER 989-799-8720.