Vancouver, B.C., Canada –M Pharmaceutical Inc., ( the "Company") (CSE:MQ) announces that it has entered into an agreement for the acquisition of the intellectual property associated with temporary controllable pseudobezoars by the purchase of RX Global Capital Inc. ("RX Global"), a private BC company. The Company has agreed to pay $3,000,000 by the issue of 125 million common shares from treasury at a deemed price of $0.025 per share. 33.6 million of these shares will be subject to a 3 year escrow, with 10% being immediately releasable, and the balance in 6 equal installments over the next 3 years. The Company will also issue approximately 84.6 million replacement warrants with an exercise price of $0.025 per warrant.
RX Global, which operates at arms-length to the Company, holds the exclusive world wide rights to various rights to the technology of controllable temporary pseudobezoars developed by Drs. Martin Mintchev, Michel Fattouche and Orly Yadid-Pecht through a private company EatLittle Inc. Initially developed as an innovative dietary supplement product for weight loss, for which it is approved in the European Union under the names EatLittle and EatLittle Extra, the technology has also various potential medical device applications.
In the weight loss application, the idea behind this patented technology is to have ingestible capsules which, quickly after being swallowed, expand dramatically in the stomach creating what are called controllable temporary pseudobezoars, foreign bodies in the stomach that are non-nutritional, but compact and permeable to fluids and gases. These foreign bodies take volume from within the stomach, effectively reducing the allocated space for food while being in constant dynamic contact with the gastric mechanoreceptors inducing satiety and fullness. Thus, without major dietary changes or dramatic nutritional modifications, users can achieve, non-invasively, results comparable to the ones achieved by bariatric surgery. After a predetermined period of time, the pseudobezoars fall apart in the stomach into their constituent fibers, which are of size that can be easily expelled from the body through natural peristalsis and without any side effects.
This acquisition should provide the Company with another strategic family of medical devices to add to its portfolio so as to diversify its product mix and reduce market sector risk.
The Company applied for and received an exemption from the private placement minimum pricing rules of the Canadian Securities Exchange. Closing is subject to standard closing conditions for transactions of this nature, but is expected to close by the end of March, 2015.
About M Pharmaceutical Inc.
The Company has the rights to a biomedical device for the self-monitoring of blood glucose, primarily by diabetics. This device, called the eMosquito, is based on a novel in-plane actuator designed to provide minimally-invasive skin penetration to be used by persons with diabetes. The objective of the eMosquito is to obtain whole blood samples by penetrating the skin to shallower depths and in less sensitive areas of the body. Persons with diabetes have traditionally used the "finger prick" method to monitor/test their blood glucose levels. The blood sample was obtained by pricking the finger tip, a highly sensitive area of the body. The eMosquito is envisioned to be worn like a patch with small needles designed to puncture the skin just deep enough to draw blood without affecting the nerve endings and causing little or no pain. The commercial development of the eMosquito will require the successful coordination and execution of a wide variety of technology disciplines.
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FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. This news release includes forward-looking statements with respect to the acquisition of RX Global, and the commercialization of the rights to the eMosquito and the temporary pseudobezoars. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedar.com and such factors as the Company failing to acquire RX Global and the failure to complete the commercialization of the eMosquito and the temporary pseudobezoars.