Nanobac Pharmaceuticals and Eureka Genomics have signed a memorandum of understanding, which delineates the terms and conditions under which Nanobac proposes to merge with Eureka in a stock and cash transaction.
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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, Inc. Subject to regulatory approvals and customary closing conditions, this transaction is currently expected to close during the second quarter of 2009.
Under the terms of the agreement, Nanobac will issue new shares of its common stock to Eureka Genomics (EG) stockholders who are expected to own 85% of the combined company on a fully diluted basis. This ratio is subject to potential adjustments as described in the memorandum of understanding (MoU) agreement.
Further, Nanobac has provided initial funding to EG and the transaction contemplates the infusion of significant capital so as to allow EG to achieve its business plan.
Didier Perez, CFO and COO of Eureka Genomics, said: “This merger will help us accelerate our efforts to advance and partner our next-generation functional genomics platform technology and bioinformatic analyses, which we have demonstrated can rapidly glean valuable and robust insights into the complex biological systems that we believe will transform the development of highly valuable, cost-effective diagnostics, therapeutics, vaccines, and cleantech products.”
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