The SkinDisc
product will be sold through BioLargo subsidiary Clyra Medical Technologies,
Inc. In addition to the SkinDisc product, Scion’s key team members will join
Clyra to support Clyra’s commercial strategy, including Dr. Brock Liden, a
renowned medical podiatrist and expert in wound care and diabetic limb salvage,
and Spencer Brown, a medical device industry veteran with more than 35 years of
experience working in medical sales, account management, and distribution in
the medical device industry.
The acquisition is
contingent upon Clyra raising initial minimum capital of $1 million. If Clyra
is unable to raise the funds in 120 days, either party may unwind the
transaction.
As consideration
for the SkinDisc product and other intellectual property, Scion will receive approximately
20% of Clyra’s common stock (half of which would be released upon raising the
$1 million initial minimum capital, and the second half released subject to
performance metrics), 7,142,858 shares of BioLargo common stock (subject to the
same escrow and earn out provisions), and a promissory note in the principal
amount of $1,250,000 which would be paid through the capital raise conducted by
Clyra.
Dennis P. Calvert,
CEO of BioLargo commented, “Company management believes
this transaction carries significant value for both BioLargo and Clyra for
several reasons. First, our antimicrobial products and the SkinDisc are highly
complementary as they will both serve the same advanced wound care market and
can often be used together. Second, a fairness opinion report written by an
independent evaluator suggested that there is good evidence, based on
comparable company analysis, that the combined value of Clyra and Scion would be
approximately $33 million following this transaction. Third, the two technical platforms - our
antimicrobial products and the SkinDisc - present a long list of product design
opportunities establishing a foundation upon which to build an internationally
competitive wound care company. Finally, we are particularly excited to be
working with the Scion team members that have successfully launched a number of
products into the medical industry and believe they bring crucial expertise regarding
how to position these products and support the selling process. We remind our
shareholders that we cannot predict the timing of the approval of our current
application before the FDA, but that we are highly encouraged with the
interaction with the FDA staff and believe we are on the right track to be
successful.”
Clyra Medical
Technologies develops products for wound management that feature broad-spectrum
antimicrobial efficacy with no known acquired resistance, sustained release,
biofilm efficacy, and being gentle on skin and tissue. Its first product called
the Clyra Wound Wash is currently in review by the FDA under a 510 (k)
application. The company believes its first target commercial markets will be
in the areas of general wound therapy, infection control for the orthopedic surgery
market, and a dental rinse. The Clyra technology presents the potential for multiple
additional product designs.
About BioLargo, Inc.
BioLargo,
Inc. is an innovative technology developer and environmental engineering
company driven by a mission to "make life better" by
delivering robust, sustainable solutions for a broad range of industries and
applications, with a focus on clean water, clean air, and advanced wound care.
We develop and commercialize disruptive technologies by providing the capital,
support, and expertise to expedite them from "cradle" to
"maturity" (www.biolargo.com).
Our engineering division features experienced professional engineers dedicated
to integrity, reliability, and environmental stewardship (www.biolargoengineering.com).
Our industrial odor control division, Odor-No-More (www.odornomore.com)
features CupriDyne Clean Industrial Odor Eliminator (www.cupridyne.com),
which eliminates the odor-causing compounds and VOCs rather than masking them,
and is now winning over leading companies in the solid waste handling and
wastewater industries and other industries that contend with malodors and VOCs.
Our subsidiary BioLargo Water (www.biolargowater.ca)
develops the Advanced Oxidation System "AOS", a disruptive industrial
water treatment technology designed to eliminate waterborne pathogens and
recalcitrant contaminants with better energy-efficiency and lower operational
costs than incumbent technologies. Our subsidiary Clyra Medical (www.clyramedical.com)
features effective and gentle solutions for chronic infected wounds to promote
infection control and regenerative tissue therapy.
Contact
Information Dennis Calvert President and CEO BioLargo, Inc. 949-643-9540 x2
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