On July 7, 2011, QuantRx Biomedical Corporation (the "Company"), NuRx Pharmaceuticals, Inc. ("NuRx") and William H. Fleming ("Fleming") entered into a Settlement Agreement and Release ("Release"). The parties entered into the Release to resolve all disputes between the parties relating to a law suit brought against the Company and Fleming by NuRx in the Court of Chancery of the State of Delaware (the "Complaint") relating to QN Diagnostics, LLC, a joint venture between NuRx and the Company ("QND").

Pursuant to the terms of the Release, the Company transferred its entire membership interest in QND to NuRx, including all assets held by the Company relating to QND, for and in consideration for the issuance to the Company of 12.0 million shares of common stock of NuRx (the "Settlement Shares"). As a result of the issuance of the Settlement Shares and the terms of the Release, the Company will hold an approximate 25% equity interest in NuRx, and the Company has no further contractual obligations or liabilities associated with its former interest in QND. The Release also requires NuRx to bring its filings with the Securities and Exchange Commission ("SEC") current by March 31, 2012, and provides the Company with certain additional rights, including the preemptive right to acquire additional shares of NuRx common stock in connection with a future financing, the right to register the Settlement Shares, and the right to elect one director to NuRx for a period of three years from the date of execution of the Release.

As a result of the execution of the Release, all claims asserted by either party against any other party to the Release, whether related to the Complaint or QND, are terminated and the Complaint is dismissed with prejudice. In addition, the four million warrants to purchase shares of common stock of the Company held by NuRx are surrendered, terminated and are of no further force and effect. A copy of the Release is attached to this Current Report on Form 8-K as Exhibit 99.1.

See Item 1.01 above.