NOTE J- Subsequent Events

 

On January 29, 2015 the Company acquired Aquarius Biotechnologies, Inc. an innovative bio delivery drug discovery company with a novel and proprietary lipid-crystal nano-particle cochleate formulation technology platform. Aquarius became the wholly owned subsidiary of the Company on this date. The consideration for this acquisition is paid in three milestones. At closing, the Company issued the shareholders of Aquarius, 4,608,020 shares of the Company’s common stock, which is subject to adjust after the closing, under the terms of the agreement, up to 5,000,000 shares of the Company’s common stock based upon the closing balance sheet of Aquarius at the date of acquisition and other considerations. In addition, Aquarius shareholders have the ability to receive an additional 3,000,000 shares of the Company’s common stock based on future development and regulatory milestones related to Aquarius’ proprietary drug cochleate technology.

 

The transaction will be accounted for as a business combination, and accordingly the Company will include the results of operations of Aquarius subsequent to the January 29, 2015. The transaction is expected to result in a significant amount of in-process research and development on the balance sheet, subsequent to the transaction.

 

The acquisition of Aquarius Biotechnologies Inc., a New Jersey-based, early-stage pharmaceutical company focused on the development of differentiated and orally delivered therapeutics based on a proprietary, lipid-based, drug delivery platform called “cochleate delivery technology.” Following the Aquarius Merger, we are a clinical-stage biopharmaceutical company focused on the development of targeted therapeutics using our innovative lipid-based drug delivery platform with an initial focus on the treatment of serious fungal and bacterial infections and the development of lipid-based prescription therapeutics for the treatment of cardiovascular and metabolic conditions. Aquarius at the time of the transaction had one employee who will be retained by the Company.