VeriChip Corporation to Fund Development Partnership with RECEPTORS LLC to Market New Triage Detection System for H1N1 Virus
16 9월 2009 - 10:00PM
Business Wire
VeriChip Corporation (“VeriChip”) (NASDAQ: CHIP) and its
development partner RECEPTORS LLC, a technology company whose
AFFINITY by DESIGN™ chemistry platform can be applied to the
development of selective binding products, announced today that
VeriChip plans to fund its existing partnership with RECEPTORS to
continue the development of a triage detection system for detection
of the H1N1 virus. As previously announced in April 2009, the
partners executed a Memorandum of Understanding relating to the
expansion of their development partnership and published a white
paper entitled, "An Integrated Sensor System for the Detection of
Bio-Threats from Pandemics to Emerging Diseases to Bioterrorism,"
which is available at www.verichipcorp.com.
Following VeriChip's announcement on September 8, 2009, that it
has agreed to acquire Steel Vault Corporation (OTCBB: SVUL) and
form PositiveID Corporation, a provider of identification
technologies and tools for consumers and businesses, the companies
will now fund the first phase of the triage detection system
development. The companies plan to release more specific details of
the functionality and the timing of the triage detection system
next week.
Scott R. Silverman, Chairman and CEO of VeriChip, stated, "Since
the strengthening of our balance sheet upon the receipt of almost
$4.5 million at the end of July, we have focused on how to
effectively use our working capital. The first decision was to
acquire Steel Vault and form PositiveID to converge personal health
records and secure personal financial information. The second is
this – the funding and strengthening of our partnership with
RECEPTORS to develop a first-of-its-kind H1N1 and other virus early
detection system. As PositiveID continues to take form, we look to
expand the breadth and depth of our identification technology and
tool offerings and capabilities."
RECEPTORS' Patent No. 7,504,364 titled “Methods of Making Arrays
and Artificial Receptors” and Patent No. 7,469,076 “Sensors
Employing Combinatorial Artificial Receptors” are currently being
applied to the development of diagnostic and sensor platforms for
microbial pathogens and other biological threats.
About RECEPTORS LLC
RECEPTORS LLC is a private company based in Chaska, Minnesota.
RECEPTORS' mission is to advance the diagnosis and treatment of
disease and to enhance the health, safety, and quality of the
global environment through the development and application of
artificial receptor products for both research and industry. To
achieve this mission, RECEPTORS focuses its individual and
collective efforts, its commitment to excellence, and the power of
its technology to develop innovative solutions that meet the unique
needs of its customers and stakeholders. For further information
please visit http://www.receptorsllc.com.
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida,
has developed the VeriMed™ Health Link System for rapidly and
accurately identifying people who arrive in an emergency room and
are unable to communicate. This system uses the first
human-implantable passive RFID microchip and corresponding personal
health record, cleared for medical use in October 2004 by the
United States Food and Drug Administration.
On September 8, 2009, Steel Vault announced it agreed to be
acquired by VeriChip Corporation to form PositiveID Corporation.
PositiveID will provide identification technologies and tools to
protect consumers and businesses. The companies expect the merger
to close in the fourth quarter of 2009.
For more information on VeriChip, please call 1-800-970-2447, or
e-mail info@verichipcorp.com. Additional information can be found
online at www.verichipcorp.com.
Statements about VeriChip’s future expectations, including its
ability to develop a triage detection system for detection of the
H1N1 virus, its ability to fund its existing partnership with
Receptors, its ability to expand the breadth and depth of its
identification technology and tool offerings and capabilities, and
all other statements in this press release other than historical
facts are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934, and as that term is defined in the
Private Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties and are subject to
change at any time, and VeriChip’s actual results could differ
materially from expected results. Additional information about
these and other factors that could affect the Company’s business is
set forth in the Company’s various filings with the Securities and
Exchange Commission, including those set forth in the Company’s
10-K filed on February 12, 2009, under the caption “Risk Factors.”
The Company undertakes no obligation to update or release any
revisions to these forward-looking statements to reflect events or
circumstances after the date of this statement or to reflect the
occurrence of unanticipated events, except as required by law.
Additional Information and Where to Find It
On September 8, 2009, VeriChip and Steel Vault issued a joint
press release announcing the signing of an Agreement and Plan of
Reorganization, among VeriChip, Steel Vault and VeriChip
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of VeriChip (the “Acquisition Subsidiary”), pursuant to
which the Acquisition Subsidiary will be merged with and into Steel
Vault, with Steel Vault surviving and becoming a wholly-owned
subsidiary of VeriChip (the “Merger”). Upon the consummation of the
Merger, each outstanding share of Steel Vault’s common stock will
be converted into 0.5 shares of VeriChip common stock.
In connection with the Merger, VeriChip intends to file with the
Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that will contain a Joint Proxy Statement/Prospectus of
VeriChip and Steel Vault. Investors and security holders are urged
to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they become available because
they will contain important information about VeriChip, Steel Vault
and the proposed transaction. The Joint Proxy Statement/Prospectus
and other relevant materials (when they become available), and any
other documents filed with the SEC, may be obtained free of charge
at the SEC’s web site (www.sec.gov). In addition, investors and
security holders may obtain a free copy of other documents filed by
VeriChip or Steel Vault by directing a written request, as
appropriate, to VeriChip at 1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445, Attention: Investor Relations, or to
Steel Vault at 1690 South Congress Avenue, Suite 200 Delray Beach,
Florida 33445, Attention: Investor Relations. Investors and
security holders are urged to read the Joint Proxy
Statement/Prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed transaction.
VeriChip, Steel Vault and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of
VeriChip is also included in VeriChip's Form 10-K which was filed
with the SEC on February 12, 2009. Additional information regarding
the directors and executive officers of Steel Vault is also
included in Steel Vault's proxy statement (Form DEF 14A) for
the 2009 annual meeting of Steel Vault's stockholders, which was
filed with the SEC on February 9, 2009, as amended. These documents
are available free of charge at the SEC’s website (www.sec.gov) and
by contacting Investor Relations at the addresses above.
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