Attached files
| file | filename |
|---|---|
| 8-K - URBAN AG. CORP | v206581_8-k.htm |
| EX-3.1 - URBAN AG. CORP | v206581_ex3-1.htm |
Exhibit
99.1
|
Aquamer
Medical Corp. Changes
Name
to Urban Ag. Corp.
|
NEW YORK, New York, December 27,
2010 – Aquamer
Medical Corp. (OTC BB: AQUM) (the “Company”), a Delaware corporation that
recently announced its plans to become a premier urban indoor vertical farming
company, today announced that at a special meeting of its shareholders held on
December 20, 2010, a majority of its shareholders approved the following
actions: the change of the Company’s name to “Urban Ag. Corp.”, a reverse stock
split of the Company’s outstanding common stock at an exchange ratio of
one-for-eighty-seven (1:87), a reduction of the number of the Company’s
authorized shares of common stock from 200,000,000 shares to 15,000,000 shares,
the adoption of its 2010 Long-Term Incentive Plan, and the appointment of Miller
Wachman LLP of Boston, Massachusetts, a registered public accounting firm, as
its independent auditors for the fiscal year ending December 31,
2010.
Ed
Reilly, Chief Executive Officer, commented "Our shareholders' approval of the
five proposals is an important step in our company's development. Our
name change now conveys the Company's focus on the development of its vertical
farming business, while we anticipate that the changes in our capitalization
will make our securities a more attractive investment. With our
strong management team in place, we can now devote our energies toward realizing
our business objectives and creating value for our stockholders.”
Name
Change
Aquamer
Medical Corp.’s new name is Urban Ag. Corp. The name change reflects
the new operating business of the Company, which is to provide competitively
priced, locally-grown, herbicide and pesticide free herbs and vegetables, by
engaging in year-round indoor vertical farming.
Reverse Stock
Split
The
Company expects the reverse stock split to become effective on December 28,
2010. The CUSIP number for the new reverse split common stock is
03841M207. To increase investor awareness of the reverse stock split,
the Company’s trading symbol has been changed to AQUMD. The trading symbol will
revert to "AQUM" after approximately 20 trading days.
The
reverse stock split is expected to reduce the Company's approximately
173,999,870 million issued and outstanding shares of common stock to
approximately 2 million shares. Fractional shares will be paid in cash
based on an amount equal to $3.48 per share. The Company believes the
reverse stock split will have minimal impact on our stockholder base as no
stockholder of record will be forced to relinquish his or her position as a
result of the reverse stock split.
Appointment of
Auditors
The
Company has selected Miller Wachman LLP, 10 St. James Avenue, 16th Floor,
Boston, MA 02116, as the independent registered public accounting
firm to audit its financial statements for the fiscal year ending December 31,
2010.
About Urban Ag.
Corp.
Urban Ag.
Corp. intends to become a leading
provider of competitively-priced, locally-grown produce by engaging in urban
indoor vertical farming. Vertical farming seeks through high
density production methods to increase fruit, produce and herb production using
a much reduced physical footprint and fewer resources relative to field
agriculture. The Company plans to grow fruits and vegetables indoors
year-round using a proprietary system of vertically-stacked indoor growing trays
for which light, temperature, water and nutrition are monitored and controlled
on a constant basis. The controlled indoor environment of our
facilities is expected to permit us to eliminate the use of herbicides and
pesticides, thus addressing consumer concerns over the safety of food grown
using such chemicals.
We believe that our vertical farming
methods will enable us to deliver fresher, better tasting produce, at
competitive prices, and to take advantage of the growing market for food
that is grown naturally without the use of chemical sprays and pesticides
(“no-spray” food) as
well as for locally-grown food having a smaller carbon footprint due to
significantly shorter transport to market and therefore less fuel
consumption.
The
Company (under its prior name Aquamer Medical Corp.) filed a Definitive Proxy
Statement with the Securities and Exchange Commission (“SEC”) on December 9,
2010. Investors can obtain free copies of the Proxy Statement, as
well as other filings, without charge, at the SEC's Internet site
(http://www.sec.gov). These documents may also be obtained for free
from the Company’s internet site (http://www.urbanagcorp.net) or by directing a
request in writing to Urban Ag. Corp., 8 Algonquin Drive, Natick, MA
01760. Investors are urged to read the Definitive Proxy Statement and
all documents incorporated by reference therein because they contain important
information.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as "anticipates," "intends," "plans,"
"seeks," "believes," "estimates," "expects" and similar references to future
periods. Forward-looking statements are based on our current
expectations and assumptions regarding our business, the economy and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Our actual results may
differ materially from those contemplated by the forward-looking
statements. We caution you therefore against relying on any of these
forward-looking statements. They are neither statements of historical
fact nor guarantees or assurances of future performance. Any
forward-looking statement made by in this press release speaks only as of the
date on which it is made. Factors or events that could cause actual
results to differ may emerge from time to time, and it is not possible to
predict all of them. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
###
Contacts:
Edwin A.
Reilly
Chief
Executive Officer
Tel: (508)
647-0041
Email: ed.reilly@comcast.net
James A.
Shanahan
Chief
Financial Officer
Tel:
(508) 647-0041
Email: jashanahan3@comcast.net