FluoroPharma Announces a Letter of Intent to Acquire Ground Fluor Pharmaceuticals
MONTCLAIR, NJ -- (Marketwired) -- 06/09/16 -- FluoroPharma Medical Inc. (OTCQB: FPMI) announced today that it has entered into a nonbinding letter of intent with Ground Fluor Pharmaceuticals, Inc. (GFP) to acquire GFP.
The transaction is conditioned on the close of sufficient financing to fund the operations of the combined company, and due diligence review. FPMI intends to execute the transaction with a subsidiary of FPMI acquiring all shares of closely held GFP by payment with restricted stock, not to exceed a majority of FPMI's outstanding shares.
"The addition of the GFP's intellectual property portfolio and product candidates compliments the late stage PET imaging assets we currently have in development. GFP's unique platform for producing high value F-18 PET agents enables the preparation of important, previously difficult to prepare agents at a scale required for widespread clinical use. For example, the GFP chemistry can enhance our ability to prepare our current agents on a commercial scale," said Thomas Tulip, Ph.D., FPMI's President and CEO. "GFP also provides late stage opportunities for additional product approvals and future revenue. FPMI believes that GFP's technology and product candidates can have significant value for patients, healthcare providers and for the Company's shareholders."
Dr. Tulip would continue in the role of President and CEO of the combined company.
Allan Green, MD, PhD, and CEO of GFP added, "The combination of Ground Fluor's products and technology with FluoroPharma's portfolio and management provides the opportunity to advance exciting new approaches to help patients with heart disease, cancer and degenerative neurological conditions. We're delighted by the prospect of this exciting combination of valuable Molecular Imaging assets."
Additionally, FPMI is planning an investor call on Tuesday, June 21st. Details will be made available in the near future.
The proposed transaction may be subject to additional approvals depending on the transaction structure contained in any definitive agreement that may be entered into. We cannot provide any assurance that the required approvals will be granted, and in the event they are not, we will not be able to proceed with the transaction.
Any consummation of the proposed transaction will need to be performed in compliance with applicable securities laws and regulations, and may require the filing of comprehensive disclosure documents.
About FluoroPharma Medical
FluoroPharma is a biopharmaceutical company engaged in the discovery and development of proprietary PET imaging products to evaluate cardiac disease at the cellular and molecular levels. The Company has licensed technology from the Massachusetts General Hospital in Boston. The Company's goal is to enable personalized medicine through precision diagnostics that will help the medical community diagnose disease more accurately at the earliest stages, leading to more effective treatment, management and better patient outcomes.
FluoroPharma's initial focus is the development of breakthrough PET imaging agents and the company is advancing two products in clinical trials for assessment of acute and chronic forms of heart disease. These novel agents have been designed to rapidly target myocardial cells. In addition to the United States, Europe and China, patents related to FluoroPharma's portfolio of imaging compounds have been issued in Japan, Canada, Australia and Mexico. For more information on the company, please visit: www.fluoropharma.com.
About Ground Fluor Pharmaceuticals, Inc.
Ground Fluor Pharmaceuticals, Inc. (GFP) is a company based in Lincoln, NE and Cambridge, MA that has developed new chemistry technology which transforms complicated and costly fluorine syntheses into simpler, more efficient processes. Using technology developed at the University of Nebraska and the Massachusetts General Hospital and funded by the National Science Foundation and Cedarville Investments, Ltd., GFP has developed and patented processes and intermediate chemicals for the efficient, cost-effective production of PET imaging agents.
This press release consists of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent, belief or current expectations of the Company and its management. In particular, there is no assurance that the parties will reach a definitive agreement for the proposed transaction or that the transaction will be completed. Additionally, no assurance can be provided that the terms of any transaction will be similar to those contemplated by the nonbinding Letter of Intent. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and actual results could differ materially from those indicated by such forward-looking statements. The Company assumes no obligation to update the information contained in this press release, whether as a result of new information, future events, or otherwise.
Source: FluoroPharma Medical, Inc.