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Optigenex Inc. (OPGX) Announces Settlement With Secured Note Holders


8/1/2012 8:38:34 AM

HOBOKEN, NJ--(Marketwire - July 31, 2012) -

Optigenex Inc. (PINKSHEETS: OPGX), "the Company" or "Optigenex," announced today that it has completed a transaction whereby it paid $1,020,000 in cash and stock to retire approximately $6,000,000 of convertible secured notes owned by a group of investment funds ("the Funds") that were sponsored by The NIR Group LLC. The Company negotiated the terms of the settlement agreement with Ian Stokoe and David Walker, the joint liquidators of the Funds from PwC Corporate Finance and Recovery (Cayman Islands) Limited ("PwC").

To fund the cash portion of settlement, the Company raised $1,275,000 from a group of accredited investors, which included an affiliate of one of its main customers, the Company's Chief Executive Officer Dan Zwiren, and four (4) individual investors. As a condition to this transaction, the Company agreed to effectuate a 1 for 1,200 reverse split of its common stock. The reverse split is scheduled to become effective September 1, 2012.

In total, the investors received shares of convertible preferred stock representing 52% of the post-split common stock of the Company. In addition, Mr. Zwiren and three consultants were issued shares of convertible preferred stock representing, in total, 37% of the post-split common stock of the Company. The Funds were issued shares of convertible preferred stock representing 7.5% of the post-split common stock of the Company. The convertible preferred shares automatically convert into shares of common stock upon FINRA approval of the reverse split. As a result of the above described actions, the Company's current shareholders will retain, in total, 3.5% of the post-split common stock of the Company.

Mr. Zwiren stated, "This transaction will enable the Company to operate for the first time in many years without the burden and uncertainties associated with a large convertible debt obligation and without the attendant threat of foreclosure. This settlement should provide the Company with a foundation for future growth."

About Optigenex Inc.:

Optigenex Inc. is a formulator, distributor and provider of proprietary, next generation skin care technology, dietary supplements and bulk ingredients featuring AC-11® as its core product. AC-11® (also known as C-MED-100®) is a patented, bioactive and water soluble rain forest compound derived from the medicinal herb Uncaria tomentosa. For more information about Optigenex, please visit our website: www.optigenex.com

This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. These forward-looking statements can be identified by the use of terms such as "believe," "expects," "plan," "intend," "may," "will," "should," "can," or "anticipates," or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause industry trends or our actual results to be materially different from any future results expressed or implied by these statements. Important factors that may cause our results to differ from these forward-looking statements include, but are not limited to: (i) changes in or new government regulations or increased enforcement of the same, (ii) increased costs, including from increased raw material or energy prices, (iii) changes in general worldwide economic or political conditions, (iv) adverse publicity or negative consumer perception regarding nutritional supplements, (v) issues with obtaining raw materials of adequate quality or quantity, (vi) litigation and claims, including product liability, intellectual property and other types, (vii) disruptions from or following acquisitions including the loss of customers, (viii) increased competition, (ix) slow or negative growth in the nutritional supplement industry or the healthy foods channel, (x) the loss of key personnel or the inability to manage our operations efficiently, (xi) problems with information management systems, manufacturing efficiencies and operations, (xii) insurance coverage issues, (xiii) the volatility of the stock market generally and of our stock specifically, and (xiv) interruption of business or negative impact on sales and earnings due to acts of God, acts of war, terrorism, bio-terrorism, civil unrest and other factors outside of our control.


Contact:
Daniel Zwiren
Dzwiren@optigenex.com



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