EDMONTON, Nov. 18 /CNW/ - Cyplasin Biomedical Ltd., announced today that it has entered into an irrevocable Letter of Intent (LOI) with Arizona -based Virionics Corporation, to effect a reverse take over of 100% of the Company. The terms of the LOI states that:
1. Cyplasin has approximately 5 million shares issued and outstanding
pre RTO and upon completion of the RTO will issue approximately
12,000,000 of its common shares to all Vironics shareholders in
exchange for their outstanding shares. Cyplasin Biomedical Ltd., will
change its name to C-Pharma, Inc to better reflect its new focus
within the hepatitis C pharmaceutical product development market.
(see about Virionics/C-Pharma below).
2. Mr. Likes the current Cyplasin President and CEO and board member
will stay with the new Company in these roles while Dr. Joseph
Sinkule the Founder and President of Virionics will become the new
company's Chairman of the Board and Executive Director. The Board of
Directors of C-Pharma will then be expanded to a total of five
3. As part of the ongoing activities pre and post RTO, Cyplasin and
Virionics (C-Pharma post merger) will use commercial best efforts to
raise the required funding to advance the business of the new
Company. The company plans to offer private equity financing and also
to look at convertible debt strategies. Please refer to our web site
at http://www.c-pharma.net for further information requests.
4. Closing of the RTO is expected to be completed on or before
February 28, 2010, following completion of all closing conditions and
About Virionics Corporation/C-Pharma Inc.
The merged Company will have a highly experienced management team and will initially realize revenue in the next 1-2 years from the marketing and selling of two pharmaceutical products called ribavirin and pegylated-interferon-alpha-2b products. These two products in combination are currently the only effective therapy for treating chronic hepatitis C around the world. The Company's C-Virin and C-Pegferon, (ribavirin and pegylated-interferon) will be manufactured in off-shore production facilities that have passed FDA inspections and will be offered at generic drug pricing in an effort to capture a substantial percentage of market share. The new company, C- Pharma Inc., will be able to manufacture and sell these two products into a market that is worth over $4 billion per year.
C-Pharma intends to have its hepatitis C drugs manufactured, approved by the regulatory authorities, and ready for sales in developing countries and outside the major markets in approximately one year from this projects initiation. Markets in the U.S., Japan and Europe are estimated to take approximately 18-24 months for approvals and launch of the products.
There is no cure for liver disease caused by chronic hepatitis C infection; the current treatment is very expensive and the therapy with ribavirin and pegylated-interferon is only effective in about 50-60% of all cases of hepatitis C. Consequently C-Pharma wishes to find more effective therapeutics for this disease and therefore has acquired an exclusive worldwide license from the National Insitututes of Health (NIH) for the development of a patented vaccine to prevent and thus stop hepatitis C infections.
The vaccine to prevent hepatitis C was developed in the USA at the NIH and has had over $10 million spent on it to date via private investors and grants, has successfully completed animal and primate studies, and is readied for human testing. The World Health Organization states that C-Pharma's Hep C vaccine is the most likely approach to be successful.
Further, C-Pharma will also acquire an additional 15 patents protecting a technology platform for developing products to treat obesity, Alzheimer's Disease, rheumatoid arthritis and other chronic diseases. These patents represent a valuable partnering opportunity for the Company along with potential in-house future pipeline product development.
Forward Looking Statements
This news release contains "forward-looking statements", as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this current report which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things:
- the completion of the acquisition of all the issued and outstanding
shares of Virionics;
- the receipt of director approvals required for the acquisition; and
- the satisfactory completion of due diligence reviews by the parties
to the acquisition.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainty of financial estimates and projections, the competitive and regulatory environment for Hepatitis C treatments, stock market conditions, unforeseen technical difficulties and our ongoing ability to operate a business and obtain financing. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements.
Although we believe that our beliefs, plans, expectations and intentions contained in this current report are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our quarterly reports on Form 10-Q and our other periodic reports filed from time-to-time with the Securities and Exchange Commission pursuant to the Securities Exchange Act.
SOURCE CYPLASIN BIOMEDICAL LTD.
For further information: For further information: Garth Likes, Cyplasin Biomedical Ltd., firstname.lastname@example.org, phone (780) 990-4539; Dr. Joseph Sinkule, Virionics Corporation, email@example.com, phone: (480) 254-5871; website: http://www.c-pharma.net