SHARON, Pa., Dec. 19 /PRNewswire-FirstCall/ -- NanoLogix, Inc. today announced that the Company’s management has commenced action necessary to block on a hostile takeover bid for NanoLogix’s patent portfolio by Boynton Beach, Florida-based Nutra Pharma Corp. . Nutra Pharma Corp., which currently owns approximately 11% of NanoLogix following a transaction in which Nutra Pharma spun out NanoLogix in late September of 2004.
Pursuant to a Letter Of Intent executed in late July, 2005 between the two companies, Nutra Pharma drafted definitive agreements that NanoLogix management contends do not conform to the terms included in the original understanding. Instead, Nutra Pharma is demanding the assignment of virtually all of the company’s patents instead of a non-exclusive license of all related patents. This includes a number of infectious disease patents as well as rights to NanoLogix’s ‘Identikits’ products. The execution of such an agreement would transfer the bulk of NanoLogix’s assets to Nutra Pharma in consideration for approximately 4.5 million shares of NanoLogix, which Nutra Pharma Corp currently holds.
NanoLogix management secured a fairness opinion and analysis from an independent CPA firm and the Company’s general counsel. The conclusion reached by both parties suggests that Nutra Pharma’s demands would be grossly unfair to the Company and to its shareholders. In particular, noted the analysis, “the consideration offered by Nutra Pharma is not commensurate with what we believe the current fair market value of the intellectual property to be with respect to perceived and potential future value.”
CEO of NanoLogix, Dr. Mitch Felder, commented, “Nutra Pharma is all too aware of the real potential economic value of NanoLogix’s patent portfolio. While we want to continue our relationship with Nutra Pharma, we are not willing to release the principal assets of NanoLogix for anything less than fair value. Nutra Pharma’s demands are clearly not in the best interest of the company and its shareholders. If Nutra Pharma were to agree to reasonable terms, we would consider a transfer of our intellectual property.”
Consequently, the Company is evaluating offers from various Venture Capitalists and strategic investors in order to fund the Company and enable it to exploit the value of the company’s patents as opposed to continuing discussions with Nutra Pharma.
Randall S. Goulding, NanoLogix’s General Counsel stated, “Effectively, what Nutra Pharma was trying to do is to acquire all of the assets of NanoLogix at a fraction of their intrinsic value. Their ‘offer,’ if that is what you want to call it, is grossly unfair, egregious and is overreaching.” He continued, “Recognizing the inherent value of the patent portfolio, we have introduced the Company to various strategic investors to assure that the Bioreactor Facility will be constructed pursuant to the agreement with Welch’s as well as to provide funding to bring to market and monetize the remainder of the Company’s patent portfolio.”
About NanoLogix, Inc.
NanoLogix is a nanobiotechnology company that engages in the research, development, and commercialization of technologies for the production of bacteria, disease testing kits, alternative sources of fuel, cancer therapy, and remediation of toxic materials. The Company’s patents span the identification and antibiotic sensitivity testing of 34 disease-producing bacteria, including M. tuberculosis (TB), Mycobacterium avium-intracellulare (MAI), pseudomonas, and nocardia. These bacteria are cited as prominent causes of morbidity and mortality in patients with cancer, cystic fibrosis, and AIDS. Additionally, NanoLogix owns a patent for the nontoxic induction of apoptosis (a method for inducing a genetically based induction of “cell suicide”) in cancer cells utilizing hydrophobic hydrocarbons. NanoLogix is currently implementing a technology application for biogas products and services designed to assist in worldwide energy independence and reduce pollution from renewable, environmentally-friendly energy sources.
Forward-Looking Statements
This press release contains statements, which may constitute “forward- looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Phoenix Associates Land Syndicate, and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
NanoLogix, Inc.
CONTACT: Brass Bulls Corp., +1-866-342-2700, for NanoLogix, Inc.
Web site: http://www.nanologix.net/
