Biosign Technologies Acquires the Assets of Bioanalytics Inc.
TORONTO, Dec. 6, 2012 /CNW/ - Biosign Technologies Inc. (TSXV: BIO) (the "Company") announced today that it has entered into an agreement to purchase substantially all of the assets of Bioanalytics Inc ("Bioanalytics"), one of its exclusive distributors, for $300,000 (the "Transaction").
The Company entered into a number of exclusive reseller agreements on August 19, 2010, as amended, which granted Bioanalytics Inc exclusive rights to sell Biosign products to dental and health club customers in various countries including Canada and the United States. By entering the Transaction the Company has in effect cancelled these exclusive rights, and has acquired the following additional assets: (a) all Bioanalytics brands and trademarks including "Heart Friendly™ Dentist", (b) an e-commerce website located at "www.heartfriendlydentist.com", (c) sales relationships, (d) various marketing and collateral materials, (e) approximately $20,000 in annual accounts receivable, and (f) an inventory of approximately 800 Biosign Pulsewave™ Monitor devices.
Biosign CEO Robert Kaul stated: "In light of our recent FDA approval, it was considered prudent to bring back to the Company all exclusive rights to the world's largest market for our products, which is the United States. Additionally, we are able to acquire an active contract sales force, a number of existing installations of our technology and strong brand recognition within the Dental community; all of which will help us meet our 2013 sales expectations."
The purchase price of $300,000 will be satisfied by the issuance of a convertible debenture (the "Debenture"), convertible into 2,500,000 common shares of Biosign at a per-share price of $0.12, at any time within 36 months of the issuance of the Debenture at the option of the holder. The Company shall have the right, exercisable after six (6) months, to force the mandatory conversion of the Debenture after any five (5) consecutive business days during which the closing market price for Biosign common shares is $0.12 or higher. The Company will also issue 1,000,000 share purchase warrants exercisable for the purchase of common shares of Biosign at $0.10/share. Such warrants will expire after 24 months. The underlying shares for both the Debenture and Warrants will have a hold period of 4 months from the date of issue.
The Transaction is subject to TSX-V approval.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Biosign Technologies Inc.For further information:
Biosign Contact Information
Chief Executive Officer
Phone: (416) 218-9800 ext. 201