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SUBSEQUENT EVENTS
9 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE J– SUBSEQUENT EVENTS

 

Non-binding Term Sheet with TheraCann International Benchmark Corporation

 

On August 5th, 2019, the Company signed a non-binding term sheet (the “Term Sheet”) with TheraCann International Benchmark Corporation (“TheraCann”) outlining agreed-upon amendments to the exclusive Patent and Know-How License and Cooperation Agreement signed March 28, 2019 between TheraCann’s wholly-owned subsidiary ETCH BioTrace S.A. (“ETCH”), the Company and our wholly-owned subsidiary APDN (B.V.I.) Inc. (the “TheraCann Agreement”). The Term Sheet is expected to be followed by definitive contractual amendments. Under the Term Sheet, the parties agreed to amend the TheraCann Agreement to provide the Company with $4,000,000 in TheraCann convertible preferred stock with an annual fixed-rate dividend yield of 10%, compounding quarterly and a two year $1,000,000 convertible promissory note guaranteed by all of TheraCann’s operating subsidiaries, in exchange for the Company’s waiver of $4,000,000 in cash payments due from TheraCannETCH on or before August 15, 2019. At the option of the Company, the convertible preferred stock can be either (i) converted into shares of TheraCann’s common stock or (ii) redeemed for cash upon the occurrence of a full redemption/conversion event. A full redemption /conversion event means either (i) the consummation of the Initial Public Offering (“IPO”) of TheraCann, (ii) a private placement of more than $8,000,000 of TheraCann equity or (iii) the full redemption/conversion date. The convertible promissory note will, at the Company’s option, be convertible at any time and will automatically convert into TheraCann’s common stock upon the consummation of the IPO of TheraCann if the IPO price per share is greater than the conversion price per share. The full redemption/conversion price will be based upon a third-party valuation.

 

Asset Purchase Agreement

 

On August 6, 2019, LRx entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Vitatex, Inc. (“Vitatex”), a private biotechnology company focused on advancing personalized medicine with a solution that isolates Invasive Circulating Tumor Cells (iCTCs) from standard patient blood samples. The Asset Purchase Agreement provides for the purchase of substantially all of the assets (“Assets”) of Vitatex. The Company completed the acquisition of such Assets on August 7, 2019 (“Vitatex Asset Acquisition”). The Vitatex Assets, include physical assets, such as laboratory equipment, as well as registered and other intellectual property. The Assets also include Vitatex’s rights under a patent license agreement (the “License Agreement”) between The Research Foundation for the State University of New York (the “Research Foundation”) and Vitatex. The purchase price for the Assets consists of $500,000 in cash and common stock of LRx and up to an additional $500,000 of LRx common stock as performance-based contingent consideration, which was determined through arms-length negotiation. Of this amount, (i) an initial payment of $300,000 was paid to the existing shareholders of Vitatex at closing using the common stock of LRx (ii) $100,000 in cash must be paid to Vitatex on or before September 30, 2019 and (iii) $100,000 in cash must be paid to Vitatex on or before December 31, 2019. The Research Foundation received cash instead of shares of LRx at closing. On August 7, 2019, LRx paid approximately $11,710 to the Research Foundation to pay off and satisfy Vitatex’s outstanding cash and/or equity obligations owed to the Research Foundation, thereby reducing the cash payment due to Vitatex on or before September 30, 2019 to approximately $88,290. In addition, the shareholders of Vitatex are also entitled to additional performance-based equity distributions of up to $500,000 in shares of common stock of LRx (based on the then-current market capitalization of LRx) with (i) $250,000 of LRx common stock becoming due upon the occurrence of LRx completing the National Cancer Institute Small Business Innovation Research (NIC SBIR) program filings due on or before August 9, 2019 or the next SBIR program filings due on September 5, 2019, (ii) $100,000 of LRx common stock becoming due if the Assets yield more than $100,000 in gross revenue by July 29, 2020 and (iii) $150,000 of LRx common stock becoming due if the Assets yield an additional $200,000 in gross revenue. The Research Foundation will receive cash instead of shares of LRx upon the completion of any such performance-based events. . Dr. Wen-Tien Chen, the founder of Vitatex, also entered into a consulting agreement with LRx for a term of twelve (12) months subject to earlier termination by either party upon thirty (30) days’ notice.