TORONTO, June 30 /CNW/ - Biosign Technologies Inc. (CNSX: BIO, Biosign) and Cloud Diagnostics LLC (Cloud), today announced they have signed an Asset Purchase Agreement under which Biosign will acquire substantially all of the assets of Cloud.
On December 22, 2009 Biosign and Cloud executed a memorandum of understanding wherein they agreed to negotiate the terms of a Master Distribution Agreement for Biosign's products for the United States, within a seven-month period. During the course of those negotiations, Cloud acquired specific assets that are of value to Biosign, including intellectual property, business relationships and financial capital. The parties agreed that it would be in the best interests of both companies to exchange Cloud's assets for equity in Biosign.
"We were impressed at the outset with the experience and business acumen of the team at Cloud. As our relationship developed, we realized that the assets they intended to deploy as master distributor in the US market could be better utilized internally at Biosign and applied to multiple markets around the world," remarked Radu Leca, President and CEO of Biosign. Under the terms of the Asset Purchase Agreement, Cloud transferred to Biosign (a) intellectual property, including a fully paid-up, perpetual, global, royalty-free, assignable source-code license to its enterprise-level ecommerce platform, which is capable of handling end-user purchase and activation transactions from multiple countries, in multiple languages and currencies; (b) two portfolios of key internet domain names, totaling over 355 uniform resource locators, including mission-critical marketing search terms; and (c) free working capital of US$575,000. The purchase price was satisfied by the issuance of 3,242,308 common shares of Biosign and 484,615 warrants to acquire additional common shares of Biosign. Each warrant entitles the holder to acquire one additional share at an exercise price of $1.05 per share for a period of 24 months. The shares are restricted from resale until October 27th, 2010. Biosign has not assumed any liabilities of Cloud.
"Our goal was to join forces with Biosign in a way that materially benefits all parties," said Robert Kaul, Founder and CEO of Cloud. "This Asset Purchase Agreement gives Biosign ownership of core intellectual property it will need to fulfill its business plan globally, while at the same time offering members of Cloud a chance to own equity in Biosign, and benefit in all the future growth of that company."
The MOU for exclusive master distribution in the United States entered into between Cloud and Biosign (see Press Release dated December 22nd, 2009) has expired. Biosign retains the rights for distributing its products in the USA.
About Biosign Technologies Inc.
Biosign provides biomedical systems. Key applications include intelligent systems for noninvasive monitoring of common health risks associated with blood pressure, glucose, and medication. The core technology combines measurement, analysis, and rapid knowledge formation to support health monitoring across global markets. The UFIT(R) medical device technology powers quality data collection and analytics for clinical diagnostics, self-care, wellness, disease state evaluation & management, and remote patient monitoring. For more information on Biosign please visit www.biosign.com.
The CNSX has neither approved nor disapproved the contents of this press release.
SOURCE Biosign Technologies Inc.
For further information: For further information: Radu Leca, President & CEO, Biosign Technologies Inc., Phone: (416) 218-9800 ext. 234, Email: firstname.lastname@example.org