MURRIETA, CA--(MARKET WIRE)--Sep 17, 2008 -- CLX Medical, Inc. (OTC BB:CLXN.OB - News), which is focused on the marketing and distribution of unique medical diagnostic testing products, has filed a Current Report on Form 8-K regarding its planned purchase of ThyroTest®, a rapid thyroid stimulating hormone (TSH) screening device used for the detection of hypothyroidism in adults, a common thyroid disease.
The Form 8-K can be accessed through a link to SEC filings in the “Corporate” section of the CLX Medical website, www.clxmedical.com.
The Form 8-K reports that on September 9, 2008, CLX Medical entered into a product purchase agreement with ThyroTec, LLC, the developer of the ThyroTest® device, pursuant to which CLX Medical will acquire from ThryoTec the exclusive, worldwide rights to ThyroTest®, together with related packaging and marketing materials. The purchase price for the acquisition consists of a cash payment of $750,000 upon closing and the issuance of Series C convertible preferred stock of CLX Medical convertible into fifteen percent (15%) of the total, fully-diluted common stock of the company.
Upon closing, Jim Small, ThyroTec’s chief executive officer, or his designate will be appointed as a member of CLX Medical’s board of directors. Mr. Small has 30 years of thyroid related pharmaceutical experience and is the co-founder of ThyroTec. A detailed biography of Mr. Small will be included in a Form 8-K filing at the time he is appointed to the company’s Board of Directors.
The product purchase agreement, which was filed as an exhibit to the Form 8-K filing, reports that CLX Medical will acquire from ThyroTec: 1) a present, exclusive and irrevocable assignment and transfer, applicable globally, of all rights applied for and/or granted relating to ThyroTest®; 2) the Trademark or Tradename ‘ThyroTest®'; 3) all rights to the packaging and design used on said packaging; any customer lists in ThyroTec’s possession at the time of close of escrow; 4) assignment of agreements with any factories, manufacturing facilities, suppliers and distributors related to ThyroTest® to which ThyroTec is a party; 5) all formula(e) in the possession of ThyroTec pertaining to the production and manufacture of this product; 6) assignment of all branding rights which have been developed and promoted through American Health Partners of Oklahoma City and others; 7) identity of national sales partners; training information and material; 8) the results and protocol of all testing done on or with this product; and 9) all other documents, notes, memoranda, drawings, sketches and any other written material relating ThyroTest® that are in ThyroTec’s possession.
The agreement outlines that at closing, subject to completion and satisfaction of all terms and conditions described in the agreement, CLX Medical agrees to purchase and ThyroTec agrees to sell and transfer all of the items shown and described in the exhibit as listed above for and upon the following consideration: 1) cash payment of $750,000 at closing; 2) issuance to ThyroTec of Series C Convertible Preferred Shares of CLX convertible into 15% of the total, fully-diluted CLX equity after taking into account all equity or equity equivalents issued at closing, including but not limited to: equity or equivalents issued as part of the current $3 million fund raising and all equity or equivalent securities issued to existing shareholders, management and related parties; and 3) Mr. Small or his designate will serve as a member of CLX’s Board of Directors for an initial term and subject to reelection by CLX’s shareholders.
Under terms of the agreement, closing and transfer of the technology upon payment of the consideration shall occur on or before 60 days from the execution by both parties of the definitive agreement, but in any instance, not later than November 1, 2008. If the parties do not agree in writing to extend the closing date to a later time, the agreement shall be canceled and considered null and void if the transfer and assignment does not occur by December 1, 2008.
“The Form 8-K describes the details and terms of our agreement to acquire the ThyroTest® product, and our attention is now focused primarily on meeting the conditions necessary to close the acquisition,” stated Vera Leonard, chief executive officer of CLX Medical. “As we have stated since identifying ThyroTest® as an acquisition target, we believe that this is a product that has tremendous potential as part of CLX Medical, and we look forward to the closing and execution of our post-acquisition marketing and distribution plan for ThyroTest®.”
ThyroTest® is FDA cleared and has also achieved CLIA waived status, so the test can be administered in the more than 100,000 CLIA waived doctor’s offices in the U.S., as well as in any non-waived laboratory. The simple rapid diagnostic test is a qualitative measurement that allows physicians to screen adult patients for hypothyroidism in approximately ten minutes with a whole blood sample.
Hypothyroidism develops when the thyroid gland does not produce enough thyroid hormone to properly regulate the body’s metabolism. A lack of thyroid hormone affects many body systems. The incidence of hypothyroidism tends to increase with age, with older people, especially women, at highest risk. Common symptoms include weight gain, fatigue, mood swings, weakness, dry and coarse skin and hair, hair loss, depression, decreased libido, trouble swallowing, increased cholesterol, heavy or irregular periods or trouble getting pregnant.
Approximately 120 million thyroid-related lab tests are performed in the United States each year. At an estimated average cost of $40 per test, the U.S. market is currently valued at nearly $5 billion. Approximately 45 million of those tests are conducted in order to diagnose thyroid dysfunction. CLX believes that ThyroTest® is an appropriate, cost-effective first-step for those 45 million diagnostic TSH tests. This current U.S. market opportunity is amplified by the CLIA waived status, which makes the opportunity to meet American Thyroid Association recommendations for screening every individual at age 35 and every five years thereafter a reality.
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About CLX Medical, Inc.
CLX Medical, Inc. (www.clxmedical.com) holds a 51% equity interest in Zonda, Inc. (www.zondaincusa.com), which has developed several rapid point of care tests for medical and non-medical markets, including a rapid test for chlamydia. CLX has also entered into a definitive agreement to acquire ThyroTest®, a rapid thyroid stimulating hormone (TSH) screening device used for the detection of hypothyroidism in adults, a common thyroid disease. CLX Medical is focused on the successful worldwide distribution of these and any additional products it may acquire or license.
All statements included in this release, including statements regarding potential future plans and objectives of CLX Medical, Inc. are forward-looking statements. Such statements are necessarily subject to risks and uncertainties, some of which are significant in scope and nature beyond CLX Medical’s control. There can be no assurance that such statements will prove accurate. Actual results and future events could differ materially from those anticipated in such statements depending on many factors. Historical results are not necessarily indicative of future performance.
Contact:
Gemini Financial Communications, Inc. A. Beyer 951-677-8073
Source: CLX Medical, Inc.
