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.
QuantRx Biomedical (CE) (USOTC:QTXB)
Graphique Historique de l'Action
De Oct 2024 à Nov 2024
QuantRx Biomedical (CE) (USOTC:QTXB)
Graphique Historique de l'Action
De Nov 2023 à Nov 2024
