IVAX Diagnostics Postpones Its Annual Meeting of Stockholders
May 19 2011 - 4:16PM
Business Wire
IVAX Diagnostics, Inc. (NYSE Amex: IVD) announced today that it
has postponed its Annual Meeting of Stockholders, originally
scheduled for 10:00 a.m. on Friday, May 20, 2011, and that it has
rescheduled its Annual Meeting of Stockholders for 10:00 a.m. on
Friday, June 10, 2011. IVAX Diagnostics decided to postpone its
Annual Meeting of Stockholders in order to give it more time to
solicit additional proxies in support of the proposals to come
before its Annual Meeting of Stockholders. Valid proxies that have
already been submitted will continue to be valid for purposes of
the rescheduled Annual Meeting of Stockholders on Friday, June 10,
2011. The record date of April 15, 2011 for the Annual Meeting of
Stockholders has not been changed. In addition, no change has been
made to the proposals to come before the Annual Meeting of
Stockholders, which were presented in the Proxy Statement that IVAX
Diagnostics filed with the Securities and Exchange Commission on
April 18, 2011.
As of March 31, 2011, IVAX Diagnostics’ cash and cash
equivalents totaled approximately $927,000, a decrease of
approximately $899,000 since December 31, 2010. IVAX Diagnostics’
audited consolidated financial statements for the fiscal year ended
December 31, 2010, included in its Annual Report on Form 10-K which
was filed with the Securities and Exchange Commission on March 30,
2011, contained a report from its independent registered public
accounting firm that indicates there is a substantial doubt about
IVAX Diagnostics’ ability to continue as a going concern.
In an effort to improve its cash position, on April 8, 2011,
IVAX Diagnostics entered into a stock purchase agreement with ERBA
Diagnostics Mannheim GmbH pursuant to which IVAX Diagnostics has
agreed to sell and issue to ERBA Diagnostics Mannheim 20,000,000
shares of IVAX Diagnostics’ common stock at a purchase price of
$0.75 per share for an aggregate purchase price of $15,000,000 and
warrants to purchase an additional 20,000,000 shares of IVAX
Diagnostics’ common stock. IVAX Diagnostics believes that ERBA
Diagnostics Mannheim’s investment will provide adequate cash
resources to fund IVAX Diagnostics’ operations and liquidity needs
for the reasonably foreseeable future.
The investment by ERBA Diagnostics Mannheim in IVAX Diagnostics
requires the approval of holders of at least 66-2/3% of the issued
and outstanding shares of IVAX Diagnostics’ common stock (excluding
any shares beneficially owned, directly or indirectly, by ERBA
Diagnostics Mannheim), which is the subject of Proposal #1 to come
before IVAX Diagnostics’ upcoming Annual Meeting of Stockholders as
set forth in further detail in the Proxy Statement that IVAX
Diagnostics filed with the Securities and Exchange Commission on
April 18, 2011.
If we do not receive the required number of votes before the
Annual Meeting of Stockholders, then IVAX Diagnostics will be
unable to consummate the investment, in which case IVAX Diagnostics
may be required to curtail or reduce its operations, and IVAX
Diagnostics may not be able to survive and any investment in IVAX
Diagnostics may be lost.
About IVAX Diagnostics, Inc.
IVAX Diagnostics, Inc. (www.ivaxdiagnostics.com), headquartered
in Miami, Florida, is a fully integrated in vitro diagnostics
company that develops, manufactures and distributes in the United
States and internationally, proprietary diagnostic reagents, test
kits and instrumentation, primarily for autoimmune and infectious
diseases, through its three subsidiaries: Diamedix Corporation
(U.S.), Delta Biologicals S.r.l. (Europe), and ImmunoVision, Inc.
(U.S.).
Safe Harbor Statement
Except for the historical matters contained herein, statements
in this press release are forward-looking and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements involve risks and uncertainties that may affect the
business and prospects of IVAX Diagnostics, Inc., including,
without limitation, the risks and uncertainties associated with:
IVAX Diagnostics’ ability to solicit additional proxies in support
of the proposals to come before the Annual Meeting of Stockholders;
IVAX Diagnostics’ ability to generate positive cash flow or
otherwise improve its liquidity, whether from existing operations,
strategic initiatives or possible future sources of liquidity,
including, without limitation, from the investment described above,
issuing debt or equity securities, incurring indebtedness or
curtailing or reducing operations; the imposition on IVAX
Diagnostics of positive and negative covenants under any financing
arrangements, which could restrict various aspects of its business,
operations and finances; the dilutive impact to existing IVAX
Diagnostics stockholders of any issuance of equity securities, or
securities convertible into shares of common stock, including the
investment described above; IVAX Diagnostics’ ability to raise
additional funds through issuing debt or equity securities or
incurring indebtedness on acceptable terms or at all; the
investment described above may not be consummated on the
contemplated terms, in the time frame anticipated, or at all; the
net proceeds of the investment described above, whether or not the
warrants are exercised, may not provide adequate cash resources to
fund IVAX Diagnostics’ operations or liquidity needs for the
reasonably foreseeable future; the warrants may not be exercised,
in whole or in part; the decision to exercise the warrants will be
made by ERBA Diagnostics Mannheim based upon considerations it
deems appropriate, which may include, among other things, the
future market price of IVAX Diagnostics’ common stock, which is
subject to volatility and a number of other factors, many of which
may be beyond IVAX Diagnostics’ control; ERBA Diagnostics
Mannheim’s interests in deciding whether or not to exercise the
warrants may conflict with IVAX Diagnostics’ interests; and other
risks and uncertainties that may cause results to differ materially
from those set forth in the forward-looking statements. In addition
to the risks and uncertainties set forth above, investors should
consider the economic, competitive, governmental, technological and
other risks and uncertainties discussed in IVAX Diagnostics’
filings with the Securities and Exchange Commission, including,
without limitation, the risks and uncertainties discussed under the
heading “Risk Factors” in such filings.
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