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Note 9 - Subsequent Events
6 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Subsequent Events [Text Block]
NOTE
9
– SUBSEQUENT EVENTS
 
 On
July 21, 2017,
we entered into a letter of intent with CytoBioscience, Inc. (“CytoBioscience”), pursuant to which our wholly owned subsidiary would merge with and into CytoBioscience. After such merger, CytoBioscience would be our wholly owned subsidiary. CytoBioscience creates and manufactures devices used in human cell research focused on new therapeutic drug development and has a well-known scientific and technical staff, collaborative partnerships with leading pharmaceutical companies and strategic alliances with key groups and academic institutions. In consideration of the merger, we would issue to CytoBioscience’s stockholders (i) shares of our common stock equal to
19.8%
of our outstanding shares at the time of the merger (less the amount of our shares that are subject to option agreements with employees of CytoBioscience issued or assumed by us at the time of the merger), (ii) shares of Class C Preferred Stock, (iii) shares of Class D Preferred Stock; and (iv) shares of Class E Preferred Stock. The Class C, Class D and Class E Preferred Stock issued in the merger will be non-convertible, non-voting shares (subject to limited, customary protective provisions), and the Class C and Class D Preferred Stock will have a liquidation preference of
$23.7
million and
$1.2
million respectively. The Preferred Stock will be subject to such other rights and preferences agreed upon by us and CytoBioscience. The parties intend to consummate the merger prior to
September 30, 2017.
The letter of intent contemplates that our Board of Directors will continue to consist of
seven
directors, and CytoBioscience will have the right to designate
two
persons to our Board of Directors, and James Garvin, Ph.D., will become our president. Our officers will continue to remain in the same offices after the closing of the merger.
 
Completion of the merger is subject to execution of a definitive merger agreement and certain conditions to closing, including the receipt of all approvals and consents of governmental bodies, lenders, lessors and
third
parties,
no
material adverse changes in the business of CytoBioscience prior to the closing,
no
pending or threatened litigation regarding the merger, appropriate employment and inducement agreements are executed with employees of CytoBioscience, conversion of all debt and warrants of CytoBioscience into the right to receive the merger consideration, approval by the stockholders of CytoBioscience of the merger, and other customary conditions. In
July 2017,
we advanced
$300,000
to CytoBioscience and received a promissory note from CytoBioscience payable on
December 31, 2017.
In
August 2017,
we advanced
$200,000
to CytoBioscience and received a promissory note from CytoBioscience payable on
December 31, 2017.
 
On
July 24, 2017,
the Company issued
43,333
shares of common stock, par value
$0.01,
to a consultant for general business consulting services pursuant to a contract providing for a reset based on stock performance within a
nine
-month period.