Terms of the amendment to the definitive agreement include the issuance to ThyroTec of series C convertible preferred shares of CLX Medical and a note in the amount of $750,000 at 6% interest for a term of 30 months, secured by the assets of the corporation. During the period of the note or until the principal is paid in full, CLX agrees to pay to ThyroTec a royalty of 10% of net sales of the ThyroTest product.
An escrow will be established, into which the technology, the $750,000 note and the 750,000 shares of series C preferred shares will be deposited. The opening of the escrow will be considered the closing, which is expected to be completed by November 14, 2008.
ThyroTest is a rapid thyroid stimulating hormone screening device used for the detection of hypothyroidism in adults, a common thyroid disease.
Vera Leonard, CEO of CLX Medical, said: “We are pleased to enter into this agreement, which allows CLX to close the acquisition of ThyroTest without raising additional capital for the close. We look forward to a fast close under the terms of this amended agreement, so we can move forward with the execution of our post-acquisition marketing and distribution plan for ThyroTest.”