Corgenix Appoints Two Independent Industry and Finance Veterans to Board of Directors and Announces the Formal Closing of the Sale of Preferred Shares.DENVER -- New Additions to Board Bring Wealth of Experience within the Healthcare and Finance Industries Corgenix Medical Corporation (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB: CONX), a worldwide marketer of diagnostic test kits, has added significant depth of experience to its Board, naming Charles H. Scoggin, M.D. and Larry G. Rau directors of the Company. "We at Corgenix are thrilled to add Dr. Scoggin and Larry Rau to our Board of Directors," said Douglass T. Simpson, Corgenix President and Chief Executive Officer. "While the knowledge and experience each man brings to Corgenix's Board is substantial in its own right, together they provide a tremendous body of expertise that will prove invaluable as we move forward in a significant growth phase in the development and marketing of our novel diagnostic products." Dr. Scoggin is currently a Director of Nitrox, a privately held North Carolina-based biopharmaceutical company founded on technology developed at Duke University. Companies previously founded or co-founded by Dr. Scoggin include: Somatogen, a biopharmaceutical company that successfully synthesized and genetically modified genetically modified Adjective (of an organism) having DNA which has been altered for the purpose of improvement or correction of defects genetically modified genetic adj [food etc] → the human hemoglobin molecule, for which Dr. Scoggin served as President, Chief Executive Officer and Chairman through its initial public offering, several secondary financings and strategic alliances; Somatogen Instruments, a biomedical bi·o·med·i·cal adj. 1. Of or relating to biomedicine. 2. Of, relating to, or involving biological, medical, and physical sciences. and scientific instruments company, for which Dr. Scoggin served as President and Chief Executive Officer until its sale to Beckman Instruments; Rodeer Systems, a biomedical informatics Biomedical informatics is a term used to describe the broad discipline that encompasses such subdomains as bioinformatics, clinical informatics, public health informatics, etc, and is most commonly used in this way in the USA[1]. company, for which Dr. Scoggin served as Chairman, President and Chief Executive Officer; Dr. Scoggin also served as President and Chief Executive Officer of both Medrock, a medical information company; and Sagemed, a company focused on strategic healthcare information services See Information Systems. . Mr. Rau is President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Rau Financial Services, a Sioux Falls, South Dakota Sioux Falls (IPA: [su fɑlz]) is the largest city in the U.S. state of South Dakota, and the county seat of Minnehaha County.GR6 The 2007 city population is 148,000. firm specializing in alternative investments such as 1031 property exchanges, Real Estate, Oil and Gas, and Medical Receivables in addition to stocks and fixed income investments. For more than 10 years prior, Mr. Rau was an investment executive with A.G. Edwards and UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System PaineWebber, and for 18 years worked in pharmaceutical sales and/or marketing for Cutter Labs, Baxter International and Fort Dodge Labs. Each of Mr. Rau and Dr. Scoggin were appointed to sit on the Company's recently formed Nominating Committee and on the existing Audit Committee and Compensation Committee, where they will join current member Robert Tutag as the independent board members on each committee. In order to complete the Company's plans to have each of these three committees comprised solely of independent directors, Mr. Simpson, the Company's President and Chief Executive Officer, and Dr. Lopez, the Company's Chairman, have resigned their positions as members of the Audit and Compensation Committees. Mr. Simpson and Dr. Lopez remain in their positions on the board of directors of Corgenix. In connection with the appointment of Dr. Scoggin and Mr. Rau as directors of the Company, the board of directors has granted each stock options to purchase up to 30,000 shares of the Company's common stock under the 1999 Amended and Restated Incentive Stock Plan. The exercise price of the options is $0.40 per share. Mr. Tutag had previously been granted options to purchase up to 10,000 shares of the Company's common stock under the 1999 Plan when he was appointed to the Board, and as such, the board has determined that it is appropriate at this time to grant Mr. Tutag an additional 20,000 options at an exercise price of $0.40 per share. The Company has agreed, pursuant to the agreements entered into with Barron in December 2005, to ensure that a majority of the members of the board of directors, and a majority of the compensation and audit committees, are qualified independent directors, as defined by the NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). , within 90 days after December 28, 2005, or March 28, 2006. If the board fails to meet either the majority board or majority committee requirement, then in each instance the Company is contractually obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to pay to Barron $20,000 for each month during which this requirement has not been met, which may be paid, at the Company's election, in cash or additional shares of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . At this point, with the addition of the new directors referenced above, there are six directors on the board, three of whom are independent, and each of the committees, namely the audit, nominating, and compensation committees, are staffed entirely by independent directors. The Company has reached an understanding with Barron that the payment provisions noted above will not be enforced by Barron since the Company is making concrete progress in terms of locating independent directors. The board hopes to add one additional independent member in the next month or two. As previously reported, the Company had 40 million shares of common stock authorized, of which approximately 9.3 million shares are issued and outstanding, and approximately 30.7 million were reserved for issuance in December 2005. These shares were reserved to accommodate the exercise or conversion of warrants, options, and convertible debt. In December 2005, at the time of the sale of preferred stock to Barron Partners, L.P., there was not enough preferred stock to accommodate a conversion of all outstanding convertible securities such as options, warrants, preferred stock, and convertible debt. As a result, the $2,000,000 in gross proceeds from Barron was placed into an escrow account, and the Corgenix shareholders were asked to approve an amendment to the Company's articles of incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. increasing the authorized common shares from 40 million to 100 million (the "Share Increase Amendment"). A special meeting of the shareholders was held on Friday March 24, 2006, and at that meeting the Share Increase Amendment was approved by the shareholders. As a result, the escrow agent escrow agent n. a person or entity holding documents and funds in a transfer of real property, acting for both parties pursuant to instructions. Typically the agent is a person (commonly an attorney), escrow company or title company, depending on local practice. (See: escrow) has delivered the $2,000,000 plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. in escrow funds to Corgenix and released a preferred stock certificate representing 2,000,000 shares of the Company's Series A Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". to Barron. The Share Increase Amendment to the Articles of Incorporation will be filed promptly in the State of Nevada. About Corgenix Medical Corporation Corgenix is a leader in the development and manufacturing of specialized diagnostic kits for immunology disorders, vascular diseases vascular diseases, n.pl diseases of the peripheral circulatory system. and bone and joint disorders. Corgenix diagnostic products are commercialized for use in clinical laboratories throughout the world. The company currently sells over 50 diagnostic products through a global distribution network and has significant experience advancing products through the FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. process. More information is available at www.corgenix.com. |
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