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Note 3. Sale of Hyperthermia Assets
9 Months Ended
Sep. 30, 2015
Notes  
Note 3. Sale of Hyperthermia Assets

Note 3.  Sale of Hyperthermia Assets

 

On April 1, 2015, the Company sold the assets associated with its hyperthermia cancer treatment systems, including among other assets, certain contracts, inventory, intellectual property, and permits (the “Acquired Assets”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) with Pyrexar Medical Inc., a Nevada corporation “Pyrexar”).  As consideration for the Acquired Assets, the Company received (i) 19.9% of the Series A Preferred Stock of Pyrexar (the “Preferred Stock”) and (ii) a percentage of the gross revenues Pyrexar receives from its future sales of hyperthermia cancer treatment systems.  Under the terms of this Purchase Agreement, the Company earned and recognized other income of $84,000 in the three month period ended September 30, 2015 as a result of Pyrexars' shipment of hyperthermia systems. Pyrexar also assumed certain liabilities associated with the Acquired Assets.

 

The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Buyer. Subject to certain limitations, the Company has agreed to indemnify the Buyer for breaches of representations, warranties, covenants and retained liabilities.  The Purchase Agreement provided that the parties enter into a short term lease agreement, pursuant to which the Company leased to the Buyer a portion of the Company’s facility at 2188 West 2200 South, Salt Lake City.  Base Rent under the lease agreement was set at approximately $8,055 per month, and was paid through August 2015, when the Buyer relocated its operations to a new location, due to the sale of the Company’s facility. See Note 5 -  Property and Equipment, for a description of the sale of the facility.

 

Each share of Preferred Stock the Company received is convertible into one share of common stock of Buyer subject to adjustment in the event of stock splits, stock dividends and other similar events, and the Company received voting rights equal to those of holders of Buyer’s common stock. The Company is also entitled to cumulative annual dividends of $0.015 per share commencing April 1, 2016. In the event of certain liquidation events, we are entitled to receive, prior to any distribution to holders of other shares of capital stock of Buyer, a liquidation preference of approximately $2 million. Buyer is prohibited without the Company’s consent from authorizing, creating or issuing any other equity security having priority over the Preferred Stock.

 

Two former directors of the Company, Dr. Gerhard W. Sennewald and Douglas P. Boyd have a financial interest in Buyer and both are also members of Buyer’s board of directors.  In light of the Company’s relationship with Buyer, the Company received a fairness opinion from Houlihan Valuation Advisors that the consideration it received for the Acquired Assets is fair to the Company from a financial perspective.   See “Stockholder Claim” below.