Limitless Earth Plc Chronix Biomedical Investment Update
19 Marzo 2021 - 8:00AM
UK Regulatory
TIDMLME
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 TheraSureT-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 +44 7780 700 091
Guido Contesso www.limitlessearthplc.com
Cairn Financial Advisers LLP +44 20 7213 0880
Nominated Adviser
Jo Turner/Sandy Jamieson/Ludovico Lazzaretti www.cairnfin.com
Peterhouse Capital Limited +44 20 7469 0930
Broker www.pcorpfin.com
Peter Greensmith/Charles
Goodfellow
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 TheraSureT 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 TheraSureT 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.
END
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