Nanobac Pharmaceuticals, Inc. and Eureka Genomics Sign Merger Agreement
Published: Apr 13, 2009
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 transaction.
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 value."
"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 requirements.
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.
Nanobac Pharmaceuticals Contact:
Alex H. Edwards, III
Eureka Genomics Contact:
CFO & COO