XCR Diagnostics, Inc. entered into a non-binding term sheet to acquire Bioethics, Ltd. in a reverse merger transaction for approximately $110 million.
July 30, 2020
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XCR Diagnostics, Inc. entered into a non-binding term sheet to acquire Bioethics, Ltd. (OTCPK:BOTH) in a reverse merger transaction for approximately $110 million on July 29, 2020. XCR Diagnostics, Inc. entered into a definitive agreement to acquire Bioethics, Ltd. (OTCPK:BOTH) in a reverse merger transaction on November 30, 2020. Pursuant to the term sheet, Bioethics will issue 34.2 million shares of Bioethics common stock post one-for-ten reverse stock split. Bioethics and certain of its creditors and affiliates agree to settle down all the liabilities of Bioethics except for $0.2 million. Post completion of the transaction and reverse stock split stockholders of XCR Diagnostics will have the majority share of Bioethics and XCR Diagnostics will become a financially consolidated subsidiary of Bioethics. Mark Scharmann and Elliott Taylor affiliates of Bioethics agrees to lock-up/leak-out agreement governing their shares. Bioethics will raise at least $0.3 million in a private placement within 90 days of closing.
At closing, directors of Bioethics and XCR Diagnostics will resign and XCR Diagnostics will have the right to appoint all the directors of Bioethics. The initial directors are expected to be Mark Powelson, Mark Bagnall, Bruce Chafin, Chuck Morrison and Lynda Merrill. Board advisors will be Brian Caplin and Mark Scharmann. The transaction closing is subject to completion of due diligence of XCR Diagnostics by Bioethics, execution of reverse stock split, execution of definitive agreement document, obtaining necessary third party approvals, approval of the board of Bioethics and XCR Diagnostics, approval by the shareholders of Bioethics and XCR Diagnostics and the term sheet requires Bioethics to complete the private placement. The transaction is expected to close by or before August 28, 2020.
Bioethics, Ltd. is a shell company. The Company is formed for the purpose of entering a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has not commenced any operations nor generated any revenue.