VeriChip Corporation ("VeriChip" or the "Company") (NASDAQ:CHIP)
today reviewed its accomplishments for the third quarter ended
September 30, 2009.
In the three months ended September 30, 2009, VeriChip
accomplished the following milestones:
- The Company received $4.4
million in escrow proceeds related to the July 2008 sale of its
former Xmark Corporation subsidiary to The Stanley Works.
- Scott R. Silverman resumed the
role of CEO of the Company.
- The Company announced it agreed
to acquire Steel Vault Corporation (OTCBB:SVUL) and form PositiveID
Corporation to offer identification tools and technologies for
consumers and businesses. The companies have approved November 10,
2009 as the date for their stockholder meetings to vote on the
merger, and proxies have been mailed to stockholders of record as
of September 25, 2009.
- The Company expanded its
partnership with RECEPTORS LLC and launched the development of a
triage detection system for detection of the H1N1 virus; the
Company received an exclusive license to RECEPTORS' patents
utilized in that development.
- VeriChip entered into a
financing commitment of up to $10,000,000 with Optimus Technology
Capital Partners, LLC. VeriChip plans to use the funds to develop a
virus triage detection system for the H1N1 virus, to develop an in
vivo glucose-sensing RFID microchip and to support its working
capital requirements and general corporate purposes.
- VeriChip announced plans to fund
its existing development partnership with RECEPTORS LLC to launch
Phase II development of an in vivo glucose-sensing RFID microchip.
Furthermore, on October 7, 2009, VeriChip announced it received an
exclusive license to RECEPTORS' Patent No. 7,504,364 titled
"Methods of Making Arrays and Artificial Receptors" and Patent No.
7,469,076 "Sensors Employing Combinatorial Artificial Receptors,"
to use in conjunction with VeriChip's Patent No. 7,125,382 entitled
"Embedded Bio-Sensor System," to develop an in vivo glucose-sensing
RFID microchip.
- The Company regained compliance
with the minimum $1.00 per share bid price requirement, and
complies with all other applicable standards for continued listing
on The NASDAQ Capital Market.
In July 2008, the Company sold its Xmark subsidiary to The
Stanley Works for $47.9 million. In November 2008, VeriChip
purchased from Digital Angel Corporation all patents related to an
embedded bio-sensor system for use in humans and the assignment of
any rights of Digital Angel under a development agreement
associated with the development of an implantable glucose-sensing
microchip. The Company also received covenants from Digital Angel
and its subsidiary that will permit the Company to use Digital
Angel’s intellectual property related to the Company’s VeriMed
Health Link business without payment of ongoing royalties. Through
the release of the escrowed funds from The Stanley Works, the
Company has continued to operate with a small management team and a
focus on cost containment.
Scott R. Silverman, VeriChip's Chairman and CEO, said, "When I
bought approximately 5.4 million shares and a controlling interest
in the Company in November 2008 and resumed the role of Chairman, I
was convinced that the Company's technology, relationships and
balance sheet were undervalued. For several months, we reviewed the
Company's strategic alternatives, including mergers, reverse
mergers and other transactions to maximize our Nasdaq listing and
balance sheet. Upon receiving the $4.4 million in escrow proceeds
in mid-July related to our sale of Xmark to The Stanley Works, it
became clear that the Company's future value lay in the joining
together of VeriChip and Steel Vault to form PositiveID, which we
believe positions us to enhance our leadership role in
identification technologies."
Continued Silverman, "Over the past quarter, we have been
working diligently on a number of key initiatives within the
Company. Our ability to react quickly to address critical issues,
such as the H1N1 virus, is an example of our focus and innovative
technologies and partnerships. We are very proud to have
accomplished so much in one quarter."
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida,
has developed the VeriMed™ Health Link System for rapidly and
accurately identifying people who arrive in an emergency room and
are unable to communicate. This system uses the first
human-implantable passive RFID microchip and corresponding personal
health record, cleared for medical use in October 2004 by the
United States Food and Drug Administration.
On September 8, 2009, VeriChip Corporation announced it agreed
to acquire Steel Vault Corporation (OTCBB:SVUL) to form PositiveID
Corporation. PositiveID will provide identification technologies
and tools to protect consumers and businesses. The companies expect
the merger to close in the fourth quarter of 2009.
For more information on VeriChip, please call 1-800-970-2447, or
e-mail info@verichipcorp.com. Additional information can be found
online at www.verichipcorp.com.
Statements about VeriChip’s future expectations, including the
ability of the Company to pursue technology initiatives such as its
H1N1 virus triage detection system and glucose-sensing microchip
projects based on its balance sheet, the ability of the Company to
fund or develop, or both, a virus triage detection system for the
H1N1 virus and in vivo glucose-sensing RFID microchip, its ability
to remain in compliance with applicable standards and requirements
for continued listing on the NASDAQ, the likelihood that the
Company's future value lay in the joining together of VeriChip and
Steel Vault to form PositiveID, which management believes will
position it to enhance its leadership role in identification
technologies, the likelihood that the merger will close in the
fourth quarter of 2009, and all other statements in this press
release other than historical facts are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and as
that term is defined in the Private Litigation Reform Act of 1995.
Such forward-looking statements involve risks and uncertainties and
are subject to change at any time, and VeriChip’s actual results
could differ materially from expected results. These risks and
uncertainties include the Company’s ability to successfully develop
and commercialize the glucose-sensing microchip, the market
acceptance of the glucose-sensing microchip, the Company’s and
RECEPTORS’ ability to develop a glucose-sensing microchip, the
validity, scope and enforceability of the Company’s patents and
those related to the glucose-sensing microchip, the protection
afforded by the Company’s patents and those related to the
microchips, the Company’s ability to complete the development
phases in certain time frames, government regulations relating to
the microchips, the Company’s ability to fund the continued
development of the glucose-sensing microchip, the timing and
success of submission, acceptance and approval of required
regulatory filings; as well as certain other risks. Additional
information about these and other factors that could affect the
Company’s business is set forth in the Company’s various filings
with the Securities and Exchange Commission, including those set
forth in the Company’s 10-K filed on February 12, 2009, under the
caption “Risk Factors.” The Company undertakes no obligation to
update or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this statement
or to reflect the occurrence of unanticipated events, except as
required by law.
Additional Information and Where to Find It
On September 8, 2009, VeriChip and Steel Vault issued a joint
press release announcing the signing of an Agreement and Plan of
Reorganization, among VeriChip, Steel Vault and VeriChip
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of VeriChip (the “Acquisition Subsidiary”), pursuant to
which the Acquisition Subsidiary will be merged with and into Steel
Vault, with Steel Vault surviving and becoming a wholly-owned
subsidiary of VeriChip (the “Merger”). Upon the consummation of the
Merger, each outstanding share of Steel Vault’s common stock will
be converted into 0.5 shares of VeriChip common stock.
In connection with the Merger, VeriChip filed with the
Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that will contain a Joint Proxy Statement/Prospectus of
VeriChip and Steel Vault. Investors and security holders are urged
to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully because they contain important
information about VeriChip, Steel Vault and the proposed
transaction. The Joint Proxy Statement/Prospectus and other
relevant materials (when they become available), and any other
documents filed with the SEC, may be obtained free of charge at the
SEC’s web site (www.sec.gov). In addition, investors and security
holders may obtain a free copy of other documents filed by VeriChip
or Steel Vault by directing a written request, as appropriate, to
VeriChip at 1690 South Congress Avenue, Suite 200 Delray Beach,
Florida 33445, Attention: Investor Relations, or to Steel Vault at
1690 South Congress Avenue, Suite 200 Delray Beach, Florida 33445,
Attention: Investor Relations. Investors and security holders are
urged to read the Joint Proxy Statement/Prospectus and the other
relevant materials before making any voting or investment decision
with respect to the proposed transaction.
VeriChip, Steel Vault and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of
VeriChip is also included in VeriChip's Form 10-K, which was filed
with the SEC on February 12, 2009. Additional information regarding
the directors and executive officers of Steel Vault is also
included in Steel Vault's proxy statement (Form DEF 14A) for
the 2009 annual meeting of Steel Vault's stockholders, which was
filed with the SEC on February 9, 2009, as amended. These documents
are available free of charge at the SEC’s website (www.sec.gov) and
by contacting Investor Relations at the addresses above.
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