SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 14, 2003
Corgenix Medical Corporation
(Exact Name of registrant as specified in its charter)
Colorado 000-24541 93-1223466
(State or other Commission File I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
12061 Tejon St.
Westminster, Colorado 80234
(Address, including zip code, of principal executive offices)
(303) 457-4345
(Registrant's telephone number including area code)
Item 5. Other Events and Regulation FD Disclosure
On August 5, 2003, Corgenix issued a press release announcing that it
had signed a letter of intent to merge with Genesis Bioventures, Inc. ("GBI"). A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(c) exhibits
99.1 Press Release dated August 5, 2003 entitled "Corgenix Medical
Corporation to merge with Genesis Bioventures"
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED, this 14th day of August, 2003.
Corgenix Medical Corporation
By: /s/ Douglass T. Simpson
Douglass T. Simpson
President
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Corgenix Medical Corporation to Merge with Genesis Bioventures
DENVER, COLORADO - August 5, 2003 /PR Newswire/ -- Corgenix Medical Corporation
(OTC-Bulletin Board: CONX) announced today that it has signed a letter of intent
to merge with Genesis Bioventures, Inc. (American Stock Exchange: GBI) a
biomedical development company focused on the development of diagnostic tests,
including GBIs patented Mammastatin Serum Assay ("MSA") for breast cancer risk
assessment, and diagnostic tests to detect Mad Cow Disease in cattle, as well as
prion disease in human blood. Under the terms of the letter of intent, Genesis
will issue 14 million GBI shares in exchange for 100% of Corgenix outstanding
shares in a transaction valued at approximately $8,000,000 (based on GBIs
closing stock price on August 4, 2003). The terms of the letter of intent also
provide that Corgenix's current management team will assume the responsibility
of managing the combined entity, which will continue to be known as Genesis
Bioventures, Inc. ("GBI") and will be headquartered in Westminster, Colorado,
Corgenix's current corporate headquarters. The parties are seeking to complete a
definitive agreement on or before October 31, 2003 and to close the transaction
by no later than January 31, 2004.
The proposed merger is subject to the satisfaction of a number of contingencies,
including satisfactory due diligence investigations by each company, negotiation
and execution of mutually acceptable definitive merger documentation, approval
by both company's boards of directors and shareholders, and customary closing
conditions. The merger is subject to GBI advancing to Corgenix $500,000 out of
an equity capital raise of at least $3,000,000 by September 30, 2003 as a
condition to signing a definitive merger agreement. Under the terms of the
letter of intent, GBI and Corgenix have agreed to raise a minimum of $3,000,000
of additional capital by January 31, 2004 to provide the combined companies with
sufficient funding with which to continue to develop and further commercialize
their respective technologies and product lines. The foregoing amounts of these
provisions may be waived at the discretion of GBI and Corgenix
The merged companies intend to focus on the continued development and worldwide
commercialization of GBI's Mammastatin Serum Assay, breast cancer risk
assessment product as well as the further expansion of Corgenix's innovative
immunoassays for the clinical assessment of coagulation, vascular, liver and
autoimmune diseases.
Greg McCartney, Chairman and CEO of Genesis Bioventures and who, along with Dr.
Luis Lopez, currently CEO and Chairman of Corgenix, will be Co-Chairmen of the
combined entity, commented "The merger re-enforces GBI's recently announced
objectives to fast track commercialization and funding strategies. Over the past
year, GBI and Corgenix have been developing a collaboration strategy with a
merger evolving as the optimal outcome. Corgenix will bring to GBI a strong and
experienced management team with regulatory expertise. The merger not only
enhances the ability for GBI to move its products to market quickly, but also
adds significant value in the ability of GBI to complete target financing."
GBI's Mammastatin Serum Assay measures the presence of Mammastatin, a protein
that has been found to be present in the breast tissue of healthy women. It has
been detected in the blood of over 85% of healthy women and absent in the blood
of over 90% of breast cancer patients. Clinical research indicates that the
concentration of Mammastatin not only drops significantly in women with breast
cancer but also in women at health risk for breast cancer. The combined company
will immediately proceed to develop an ELISA blood diagnostic test kit to detect
the level of Mammastatin for the purpose of assessing a woman's risk of
developing breast cancer.
GBI recently announced that its portfolio company, Prion Development
Laboratories ("PDL") is in late stage development of its rapid lateral flow
tests for transmissible spongiform encephalopathies (TSE's) such as Bovine
Spongiform Encephalopathy ("BSE"), commonly known as Mad Cow Disease and Chronic
Wasting Disease ("CWD").
Corgenix is a leader in the development and manufacturing of anti-Phospholipid
test kits, being the first on the market with an FDA cleared assay for
anti-Cardiolipin (aCL), and is still the only manufacturer of an FDA cleared
anti-phosphatidylserine (aPS) and an anti-Prothrombin (aPT) test kit. Corgenix
is based in metropolitan Denver and is focused on the development of specialized
diagnostic kits for immunology disorders, vascular diseases and bone and joint
diseases. Corgenix diagnostic products are commercialized for use in clinical
laboratories throughout the world.
Douglass Simpson, President and Chief Operating Officer of Corgenix who will
assume the role of Chief Executive Officer of the combined entity, said "This
merger will put the combined entity in a position to become a key player in the
very large cancer diagnostic market, a market that affords tremendous potential
throughout the world. GBI's Mammastatin MSA technology will significantly
compliment our business focus and distribution channels and will permit us to
broaden our product line to current customers, as well as provide us the
opportunity to establish new customers with an expanded portfolio of products
and technologies. Furthermore, the combined entity will bring together a
critical mass of financial and management capabilities to enhance our ability to
execute and achieve our strategic business plan.
"
Statements in this press release that are not strictly historical facts are
"forward looking" statements (identified by the words "believe", "estimate",
"project", "expect" or similar expressions) within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements inherently involve
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to, continued acceptance of the
Company's products and services in the marketplace, competitive factors, changes
in the regulatory environment, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission. The
statements in this press release are made as of today, based upon information
currently known to management, and the company does not undertake any obligation
to publicly update or revise any forward-looking statements.
For more information on GBI, contact GBI Investor Relations, (604) 542-0820,
irinfo@gnsbio.com, www.gnsbio.com Aurelius Consulting Group, 800-644-6297,
Aurelius@cfl.rr.com
de Jong & Associates, (760) 943-9065
Complete copies of the Corgenix Medical Corporation Forms 10-KSB and 10-QSB are
available at www.sec.gov. Copies and additional information can be obtained by
contacting William Critchfield, Chief Financial Officer: phone (303) 453-8903,
or e-mail at wcritchfield@corgenix.com.