TAMPA, FL and HERCULES, CA--(Marketwire - April 13, 2009) - Nanobac Pharmaceuticals, Inc.
(PINKSHEETS: NNBP) and privately held Eureka Genomics announced the signing
of a definitive merger agreement, which delineates the terms and conditions
under which Nanobac proposes to merge with Eureka in a stock and cash
Under the terms of the agreement, Nanobac will issue new shares of its
common stock to Eureka stockholders based on an exchange ratio to be
determined prior to the closing of the transaction. Under the exchange
ratio formula defined in the merger agreement, the former Eureka
stockholders are expected to own 85 percent of the combined company, and
the former Nanobac shareholders are expected to own 15 percent of the
combined company, each on a fully diluted basis. This ratio is subject to
potential adjustments as described in the merger agreement.
The proposed merger would involve, among other things, a reverse stock
split of shares in Nanobac Pharmaceuticals. When the merger is consummated,
the Nanobac Pharmaceuticals name will be changed to Eureka Genomics Corp.
The combined company intends to apply to change its ticker symbol on the
OTC-Pink Sheets exchange. Subject to regulatory approvals and customary
closing conditions, this merger is currently expected to close during the
second quarter of 2009.
"We are excited about the opportunity to merge with a revenue-producing
company that is well positioned to play a defining role in the evolution of
high-value diagnostic tests and medicines, as well as cleantech products
such as bioenergy feedstocks and bio-based industrial catalysts," said Dr.
Benedict Maniscalco, Nanobac Pharmaceuticals Co-Chairman of the Board. "We
firmly believe that this merger is the best step forward for Nanobac
shareholders because it offers the potential to increase shareholder
"We, too, are confident that this merger will help build shareholder
value," said Eureka Genomics Chief Financial Officer and Chief Operating
Officer Didier Perez. "Likewise, we are confident that this merger will
help us accelerate our efforts to develop and partner our next-generation
bioinformatics and pursue the development of highly valuable,
cost-effective diagnostics, therapeutics, vaccines, and cleantech products
such as bioenergy feedstocks."
Eurekea Genomics Overview
Eureka Genomics has developed a broadly applicable, revenue-producing
platform genomics technology capable of rapidly deciphering the complex
biological systems that lie at the heart of industry and government efforts
to develop more robust and cost-effective diagnostic tools, and
therapeutic, vaccine and cleantech products. The target markets for Eureka
are the bioinformatics, pathology, biology, molecular and cell biology, and
drug discovery laboratories in the biopharma and cleantech industries,
government, and academic institutions.
Eureka Genomics' pipeline includes analysis for a wide variety of
applications including mapping, analysis of genetic variations, design of
probes and primers, methylation analysis, as well as discovery of the
non-host nucleic acids with complex diseases or present in samples
suspected of carrying an unknown microorganism.
Eureka Genomics' Next Generation Bioinformatics
Generating genomic data is one thing. The growing challenge for
biopharmaceutical and cleantech firms, government healthcare and forensic
labs, and academic research institutions is making sense of it. Breaking
through this bottleneck is key to the successful development of a new
generation of advanced molecular tools, diagnostics, personalized medicine
solutions, and cleantech products.
A recent article in Nature Biotechnology put the challenge this way:
"Next-generation DNA sequencing has the potential to dramatically
accelerate biological and biomedical research, by enabling the
comprehensive analysis of genomes, transcriptomes, and interactomes to
become inexpensive, routine and widespread, rather than requiring
significant production-scale efforts."
Eureka Genomics' Next Generation Bioinformatics is addressing these
challenges. Eureka's technology platform has the potential to open the
bottleneck that currently occurs between next generation sequencing data
and the analysis of that data. In particular, Eureka's proprietary
algorithms and data structures allow the company to seamlessly and
efficiently process next-generation sequencing data. Eureka is already
helping the biopharmaceutical industry, academe, and the U.S. government
redefine what is possible in genetic, biological, and biomedical research.
Management and Organization
Didier G. Perez - COO-CFO - Co-Founder
Didier Perez is in charge of the day-to-day management of Eureka Genomics'
financial and business development. During the last seven years, Didier
Perez has also been the COO and CFO of Investigen, Inc., a molecular
diagnostics company located in California. Prior to that, he served as
Director at MarketNews International, a financial news network that
specializes in fixed income news, and CFO of MagnetPoint, a communication
company. Other experience includes Managing Director at Plantagenet Capital
Management, an investment banking firm specialized in turnaround and M&A
situations, and financial consulting with Merrill Lynch International, one
of the world's leading financial management and advisory companies.
Dr. Yuriy Fofanov - CTO - Co-Founder
Dr. Fofanov, the inventor of Eureka Genomics' core technology, is in charge
of the development and implementation of the company's computational
technology. He is also an Associate Professor of Computer Science, Biology
and Biochemistry, Director of the Bioinformatics Lab at University of
Houston, Adjunct Associate Professor Dept. of Biology and Biochemistry,
Rice University, Houston TX, Adjunct Associate Professor, Dept. Health
Informatics, School of Health Information Science, University of Texas,
Houston, TX, and faculty member of the Methodist Hospital Research
Institute, Houston, TX.
Since 2001, his lab at the University of Houston has been conducting
research in the area of analysis of statistical properties of short
subsequences in microbial genomes and their link to pathogen evolution and
identification. Dr. Fofanov's lab has developed several highly efficient
algorithms and software applications for the analysis of genomic sequences.
His lab also created and maintains a large collection of over 200,000
genomic sequences. His research focuses on the development of new pathogen
detection technologies and general understanding of virulence and the
dynamic of the host-pathogen interaction. At the University of Houston, Dr.
Fofanov's research is supported by various U.S. federal (NIH, DHS, W. M.
Keck foundation) and State of Texas (Texas Learning and Computational
Center) sources (total awards amount - $5.5M+ during last seven years).
Dr. Heather Koshinsky - CSO - Co-Founder
Dr. Heather Koshinsky is in charge of the sequencing facilities as well as
the testing and development of the scientific applications. She is also a
co-founder and CEO of Investigen, a molecular diagnostics company. Prior to
founding Investigen, Inc., she supervised microbiological/molecular
biological research projects involving yeast and bacterial genetics and
food safety at the USDA/University of California, Berkeley, Plant Gene
Expression Center and as an assistant professor at the University of
Saskatchewan, Saskatoon, Saskatchewan, Canada. Dr. Koshinsky obtained a
B.Sc. in Biology and a Ph.D. in Applied Microbiology from University of
Saskatchewan, and a Certificate of Business Administration from University
of California, Berkeley Extension.
Michael Tippie - VP, Business Development
MICHAEL TIPPIE has served as VP of Pharmaceutical Business Development for
CNS Response. Prior to CNSR, Mr. Tippie consulted for a number of
biotechnology therapeutic, diagnostic and medical device companies from
January 2002 to January 2006. From 1996-2002 Mr. Tippie was VP, Business
Development for LifeSpan BioSciences, Inc., a genomic database and
pathology services company, where he was responsible for 14 transactions
with large pharmaceutical companies, as well as the management of their
contract research business. Mr. Tippie has additional senior management
experience in biotechnology (ZymoGenetics, Tacora, StressGen
Biotechnologies), as well as venture capital experience (Norwest Venture
Capital under Mr. Brandt; Medical Innovation Partners). Mr. Tippie started
his career as a medicinal chemist at Syntex Research (since acquired by
Hoffman LaRoche). Mr. Tippie holds a Masters of Business Administration
from the Sloan School of Management at the Massachusetts Institute of
Technology, a Master of Science in Chemistry from the University of
Washington and a Bachelor of Science in Chemistry from Reed College.
About Eureka Genomics
Eureka Genomics is a privately held company that has commercialized a
proprietary Next Generation DNA sequencing data analysis platform to enable
the discovery and development of next-generation diagnostics, therapeutics,
vaccines, and cleantech products such as bioenergy feedstocks.
Key backing for the development of the firm's proprietary technology came
from the U.S. National Institutes of Health, the U.S. Department of
Homeland Security Science and Technology Directorate, the Texas Learning
and Computational Center, and the W. M. Keck Foundation.
Eureka is headquartered in Hercules, California and has operations in
Houston, Texas. For more information, please visit www.eurekagenomics.com
or contact Eureka Genomics COO Didier Perez at Didier@eurekagenomics.com.
The Merger Agreement is subject to significant contingencies, including (1)
conversion of substantially all of Nanobac's debt to equity, by its
securities holders, (2) Nanobac raising $2.35 million of new equity, (3)
Nanobac providing to Eureka its audited financial statements for the year
ended December 31, 2008 and unaudited financial statements through at least
March 31, 2009, satisfactory to Eureka's management, (4) Nanobac bringing
all of its SEC filings current, and (5) other customary closing
Investors are cautioned that certain statements in this document, some
statements in periodic press releases and some oral statements of Nanobac
Pharmaceuticals, Inc. officials are "Forward-Looking Statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the
"Act"). Forward-Looking statements include statements which are predictive
in nature, which depend upon or refer to future events or conditions, which
include words such as "believes," "anticipates," "intends," "plans,"
"expects," and similar expressions. In addition, any statements concerning
future financial performance (including future revenues, earnings or growth
rates), ongoing business strategies or prospects, and possible future
Nanobac Pharmaceuticals, Inc. actions, which may be provided by management,
are also forward-looking statements as defined by the Act. Forward-Looking
statements involve known and unknown risks, uncertainties, and other
factors which may cause the actual results, performance or achievements of
the Company to materially differ from any future results, performance or
achievements expressed or implied by such forward-looking statements and to
vary significantly from reporting period to reporting period. Although
management believes that the assumptions will, in fact, prove to be correct
or that actual future results will not be different from the expectations
expressed in this report. These statements are not guarantees of future
performance and Nanobac Pharmaceuticals, Inc. has no specific intention to
update these statements.