19 March 2021
LIMITLESS EARTH
PLC
("Limitless" or
the "Company")
Chronix Biomedical
Investment Update
Limitless Earth plc, an AIM quoted investing company, provides
an update in relation to Chronix Biomedical (“Chronix”), a
molecular diagnostics company designing laboratory developed tests
for cancer and organ transplants and investee company of
Limitless.
The Company has been advised that Chronix has entered into an
agreement with Oncocyte Corporation Inc. (“Oncocyte”), a listed US
based molecular diagnostics company, for its acquisition for cash,
equity and a future revenue share consideration. The
agreement, which is subject to a number of conditions, has been
approved by Chronix shareholders and is expected to be completed by
30 April 2021 (“Completion”).
As part of the acquisition, Oncocyte will acquire the
intellectual property and technology for Chronix’s TheraSure™-CNI
Monitor, a patented, blood-based test for immune-therapy
monitoring, as well as the intellectual property for Chronix’s
organ transplant technology. It is expected that Chronix’s
development and its business team will become part of the Oncocyte
R&D Team and will maintain lab operations in Germany to support the continued development
and commercial launch of the monitoring tests.
Upon Completion, consideration for the merger will comprise
$2.675 million in cash and
$1.5 million of Oncocyte common stock
(or approximately 295,000 shares) and Oncocyte will assume
liabilities not to exceed $5.5
million. The agreement also provides for Oncocyte to pay a
revenue share on the net collected revenues for certain tests and
services for specific periods, and to pay a combination of cash or
Oncocyte common stock of up to $14
million if certain milestones are achieved. Net acquisition
proceeds and any milestone revenue receipts are expected to be
returned to Chronix’s shareholders based on the order of the
investment rounds in which they invested.
Limitless holds 0.72 per cent. of Chronix’s issued share capital
on a fully diluted basis. Limitless also previously announced on
20 September 2019 a further
investment of $100,000 by way of an
unsecured Convertible Promissory Note ("Note") with an interest
rate of six percent per annum. The merger will not trigger the
conversion of the Note, and the Company expects that the Note will
be repaid in full following Completion.
A further announcement will be made in due course.
Limitless Earth
plc
Guido Contesso |
+44 7780 700 091
www.limitlessearthplc.com |
Cairn Financial
Advisers LLP
Nominated Adviser
Jo Turner/Sandy Jamieson/Ludovico Lazzaretti |
+44 20 7213
0880
www.cairnfin.com |
Peterhouse Capital
Limited
Broker
Peter Greensmith/Charles
Goodfellow |
+44 20 7469 0930
www.pcorpfin.com
|
About Limitless Earth plc
Limitless Earth plc is a proactive investment company that
focuses on making investments in and assisting companies which
exhibit the potential to generate returns through capital
appreciation. Limitless invests in small companies where
there are clear catalysts for value appreciation and the companies
are operating in sectors exhibiting long term growth linked to
demographic change. Examples of such sectors include
cleantech, life sciences, nanotech, medtech, recycling, and new
Internet opportunities.
About Chronix
Chronix is a privately held, U.S.-based molecular diagnostics
company developing blood tests for use in cancer treatment and
organ transplantation. Chronix’s TheraSure™ CNI Monitor for cancer
uses proprietary algorithms to derive a copy number instability
(CNI) score from the sequencing of circulating cell-free tumor DNA
(cfDNA), which can be used in the prognosis, diagnosis and
monitoring of therapeutic response to cancer. Chronix TheraSure™
Transplant Monitor quantifies the amount of graft derived cell-free
DNA in organ recipients to detect early rejection of organ
transplants and better assess the transplant health. Chronix has
operations in the U.S. & Germany, and the commercial launch of their
products began in the EU in 2018. TheraSure is a trademark of
Chronix.
About Oncocyte
Oncocyte is a molecular diagnostics company which has been
approved for listing on the Nasdaq Global Market on 8 March 2021, whose mission is to provide
actionable answers at critical decision points across the cancer
care continuum. The company, through its proprietary tests and
pharmaceutical services business, aims to help save lives and
improve outcomes by accelerating and optimizing the diagnosis and
treatment of cancer. The company’s tests and services present
multiple opportunities to advance cancer care while also driving
revenue growth for the company.