a) VeraLight agreed that it and its affiliates, collectively, are prohibited from holding in excess of 19.9% of the issued and outstanding shares of Miraculins for a period of 10 years following the closing of the transaction;
b) Miraculins agreed that for a period of 3 years following closing, and 2 years thereafter provided that VeraLight holds 10% or more of the issued and outstanding shares of Miraculins, it shall include one nominee of VeraLight as part of management's proposed slate of directors to be elected by shareholders of Miraculins at its annual meetings;
c) Miraculins agreed to grant VeraLight certain rights allowing VeraLight to maintain its proportion of equity ownership in Miraculins by participating in future equity financings for a period of 3 years from closing; and
d) Miraculins agreed to grant a first ranking security over the assets being purchased to VeraLight to secure the full and timely performance of all of its obligations to VeraLight under the purchase agreement, including the obligation to maintain active manufacturing operations and to invest a minimum amount each fiscal year in the acquired business, until the Payment Shares are issued or the $7 Million Dollar Milestone is achieved.
- The closing of the transaction is subject to regulatory approval relating to the issuance of common shares of Miraculins to VeraLight, and other customary closing conditions. Miraculins expects the transaction to close on or prior to July 27, 2013.
- Miraculins will additionally be retaining two key VeraLight personnel who were instrumental in the development of the technology and the manufacturing of the instrumentation, and who will be working for Miraculins towards the continued advancement of the SCOUT DS® worldwide.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state of the United States, and may not be offered or sold in the United States or to any U.S. person absent an exemption from such registration requirements.
Technology and Market Highlights
- Diabetes is the fastest growing disease in history, although up to 90% of type 2 diabetes is preventable with early detection and intervention.(i)
- By utilizing visible light to non-invasively measure changes in a person's skin indicative of pre-diabetes and type 2 diabetes (by having a patient place their forearm on a portable, table-top instrument that measures Advanced Glycation End Products in the skin), the SCOUT DS® finds more pre-diabetics faster, easier and more cost-effectively than all alternative world-standard tests including Fasting Plasma Glucose, Oral Glucose Tolerance, Hemoglobin A1C, and Finger Stick Blood Glucose.(i)
- By 2020 it is estimated that 52% of the U.S. population will have pre-diabetes or type 2 diabetes.(i)
- Over 628 million people worldwide have pre-diabetes or type 2 diabetes, which is projected to grow to 912 million by 2030 (a 45% increase); currently 500 million people in the world have undiagnosed pre-diabetes and undiagnosed type 2 diabetes.(i)
- Complications from diabetes can lead to blindness, kidney disease, cardiovascular disease and amputation.(i)
- Loss of activity further exacerbates the cost of diabetes which impacts healthcare systems worldwide by over $500 billion (US) annually; Atlanta Centers for Disease Control estimate U.S. diabetes costs exceed $218 billion (US) annually.(i)
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