VeriChip Corporation (“VeriChip”) (NASDAQ: CHIP) and its
development partner RECEPTORS LLC, a technology company whose
AFFINITY by DESIGN™ chemistry platform can be applied to the
development of selective binding products, announced today that
VeriChip plans to fund its existing development partnership with
RECEPTORS to launch Phase II development of an in vivo
glucose-sensing RFID microchip. In Phase II of this program, which
is expected to be completed in the second quarter of 2010, the
critical binding environment and competitor agent components of the
glucose sensor will be optimized for system stability, sensitivity
and specificity.
VeriChip previously announced in November 2008 that RECEPTORS
completed Phase I of the project and successfully prepared
prototype examples for both the glucose-selective binding
environment and the glucose-competitive signaling component. These
critical components were used to demonstrate the bench-top format
application of the glucose-sensing system to the detection of
glucose levels. This demonstration is the proof-of-concept
foundation of the glucose-sensing system.
Also in November 2008, VeriChip's Chairman and CEO, Scott R.
Silverman, purchased 5.4 million shares of VeriChip common stock
from former controlling stockholder Digital Angel Corporation.
Simultaneously, in a separate transaction, VeriChip purchased from
Digital Angel all patents related to an embedded bio-sensor system
for use in humans and the assignment of any rights of Digital Angel
under a development agreement associated with the development of
the implantable glucose-sensing microchip. These two events
positioned the Company to move forward with the development of the
in vivo glucose-sensing RFID microchip.
The goal of Phase II is to optimize the sensing system for its
glucose response in the presence of blood and interstitial fluid
matrix components and demonstrate the integration of the components
into a stable and reproducible glucose sensor.
Robert E. Carlson, Ph.D., President and Chief Science Officer at
RECEPTORS LLC, said, "The development of a viable in vivo
glucose-sensing device has been hampered by both the instability of
the component reagents and the difficulty of integrating the
diverse system requirements of long-term stability, simplicity,
biocompatibility, etc. into a millimeter scale device. Phase II
will build on the proof-of-concept success of Phase I to produce
the foundation upon which we will build the implantable glucose
sensor.”
The partners published a white paper in December 2007 entitled,
"Development of an Implantable Glucose Sensor," which is available
at www.verichipcorp.com.
About RECEPTORS LLC
RECEPTORS LLC develops SMART MATERIALS products for laboratory,
clinical, industrial hygiene and healthcare use that selectively
capture and measure chemical, biochemical and cellular targets from
complex biological, environmental or industrial samples. The
Company's patented AFFINITY by DESIGN™ platform has broad
applicability, ranging from the isolation of disease pathway
proteins for drug discovery and production of therapeutic
antibodies, to the capture of bacteria and viruses for disinfection
and diagnostic purposes. RECEPTORS LLC is a private company based
in suburban Minneapolis, Minnesota. For further information please
visit http://www.receptorsllc.com.
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida,
has developed the VeriMed™ Health Link System for rapidly and
accurately identifying people who arrive in an emergency room and
are unable to communicate. This system uses the first
human-implantable passive RFID microchip and corresponding personal
health record, cleared for medical use in October 2004 by the
United States Food and Drug Administration.
On September 8, 2009, Steel Vault Corporation (OTCBB: SVUL)
announced it agreed to be acquired by VeriChip Corporation to form
PositiveID Corporation. PositiveID will provide identification
technologies and tools to protect consumers and businesses. The
companies expect the merger to close in the fourth quarter of
2009.
For more information on VeriChip, please call 1-800-970-2447, or
e-mail info@verichipcorp.com. Additional information can be found
online at www.verichipcorp.com.
Statements about VeriChip’s future expectations, including its
plans to fund the Phase II development of the in vivo
glucose-sensing microchip, the likelihood that Phase II will be
completed in the second quarter of 2010, the ability of RECEPTORS
LLC to complete the Phase II goal, and all other statements in this
press release other than historical facts are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and as
that term is defined in the Private Litigation Reform Act of 1995.
Such forward-looking statements involve risks and uncertainties and
are subject to change at any time, and VeriChip’s actual results
could differ materially from expected results. These risks and
uncertainties include the Company’s ability to successfully develop
and commercialize the microchip, the market acceptance of the
microchip, the Company’s and RECEPTORS’ ability to develop a
microchip, the validity, scope and enforceability of the Company’s
patents and those related to the microchip, the protection afforded
by the Company’s patents and those related to the microchip, the
Company’s ability to complete the development phases in certain
time frames, government regulations relating to the microchip, the
Company’s ability to fund the continued development of the
microchip, the timing and success of submission, acceptance and
approval of required regulatory filings; as well as certain other
risks. Additional information about these and other factors that
could affect the Company’s business is set forth in the Company’s
various filings with the Securities and Exchange Commission,
including those set forth in the Company’s 10-K filed on February
12, 2009, under the caption “Risk Factors.” The Company undertakes
no obligation to update or release any revisions to these
forward-looking statements to reflect events or circumstances after
the date of this statement or to reflect the occurrence of
unanticipated events, except as required by law.
Additional Information and Where to Find It
On September 8, 2009, VeriChip and Steel Vault issued a joint
press release announcing the signing of an Agreement and Plan of
Reorganization, among VeriChip, Steel Vault and VeriChip
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of VeriChip (the “Acquisition Subsidiary”), pursuant to
which the Acquisition Subsidiary will be merged with and into Steel
Vault, with Steel Vault surviving and becoming a wholly-owned
subsidiary of VeriChip (the “Merger”). Upon the consummation of the
Merger, each outstanding share of Steel Vault’s common stock will
be converted into 0.5 shares of VeriChip common stock.
In connection with the Merger, VeriChip filed with the
Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that will contain a Joint Proxy Statement/Prospectus of
VeriChip and Steel Vault. Investors and security holders are urged
to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully because they contain important
information about VeriChip, Steel Vault and the proposed
transaction. The Joint Proxy Statement/Prospectus and other
relevant materials (when they become available), and any other
documents filed with the SEC, may be obtained free of charge at the
SEC’s web site (www.sec.gov). In addition, investors and security
holders may obtain a free copy of other documents filed by VeriChip
or Steel Vault by directing a written request, as appropriate, to
VeriChip at 1690 South Congress Avenue, Suite 200 Delray Beach,
Florida 33445, Attention: Investor Relations, or to Steel Vault at
1690 South Congress Avenue, Suite 200 Delray Beach, Florida 33445,
Attention: Investor Relations. Investors and security holders are
urged to read the Joint Proxy Statement/Prospectus and the other
relevant materials before making any voting or investment decision
with respect to the proposed transaction.
VeriChip, Steel Vault and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of
VeriChip is also included in VeriChip's Form 10-K, which was filed
with the SEC on February 12, 2009. Additional information regarding
the directors and executive officers of Steel Vault is also
included in Steel Vault's proxy statement (Form DEF 14A) for
the 2009 annual meeting of Steel Vault's stockholders, which was
filed with the SEC on February 9, 2009, as amended. These documents
are available free of charge at the SEC’s website (www.sec.gov) and
by contacting Investor Relations at the addresses above.
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