Category: Baystreet Newswire
Company: Vitro Diagnostics/DBA Vitro Biopharma
Date: Tuesday, October 15, 2013
Golden, Colorado / October 15, 2013 / ACCESSWIRE / Vitro Diagnostics, Inc. (OTCQB: VODG), dba Vitro Biopharma, signed a non-binding letter of intent to acquire and merge with Neuromics, Inc, a privately held life-science firm located in Minneapolis, MN. The Merger would be structured as a reverse triangular merger, with Neuromics becoming a wholly-owned subsidiary of Vitro Biopharma. Completion of the proposed merger would reorganize Vitro Biopharma. to include significant expansion in its core product offerings, an improved balance sheet and a novel business model to accelerate growth. Accelerated revenue growth is envisioned through diversified sources including well-established sales to research & clinical development markets, unique stem cell-based assays for use in drug discovery, development and toxicology together with competitive stem cell-based therapies targeting emerging markets in regenerative medicine. The proposed strategic selling approach includes biopharmaceutical firms, large distributors and contract research organizations that would augment the growing and established incremental sales to global research laboratories.
Completion of the Merger is subject to several material conditions, including, without limitation, the execution of a definitive agreement and plan of reorganization ("Merger Agreement"), completion of audited financial statements of Neuromics, requisite corporate and third party approvals, and other conditions customary in transactions of this nature. There can be no assurance as to when the Merger can be completed.
As currently contemplated, and based upon the current financial conditions of both parties to the Merger, the consideration for the Merger would consist of Vitro issuing 4.0 million shares of common stock and paying an additional $250,000 on terms yet to be determined. The Letter of Intent also contemplates the conversion of accrued debt to Vitro Biopharma's president into 1.0 million shares of common stock and other balance sheet restructuring.
The Board of Directors would consist of Jim Musick & Pete Shuster, the present CEOs of Vitro Biopharma and Neuromics, Inc., respectively, in addition to a third board member to be determined. Mr. Shuster has a broad background in sales & marketing with 28 years experience including computer hardware/software sales and the founding and management of Neuromics from its beginning in 2003 to the present. Neuromics, Inc., is a privately held business focused on sales of numerous (>2500) specialty life science products. Neuromics, Inc. sales have grown over 5.5-fold since inception in 2003. Mr. Shuster has extensive prior experience in managing sales of computer software and related products for companies including Caterpillar, Baxter Healthcare and Harley-Davidson. Jim Musick received his Ph.D. degree from Northwestern University in Evanston, IL and served various academic positions at the University of Utah prior to joining Vitro Diagnostics, Inc. in 1988. He has developed numerous commercial products including a line of diagnostic products that were sold to Aspen Biopharma, Inc. in 2000 and the present line of stem cell-based products manufactured by Vitro Biopharma. Pete Shuster is proposed to serve as CEO, while Jim Musick would be appointed Chairman of the Board and CSO.