VeriChip Corporation (“VeriChip”) (NASDAQ:CHIP) and its
development partner RECEPTORS LLC ("RECEPTORS"), a technology
company whose AFFINITY by DESIGN™ chemistry platform can be applied
to the development of selective binding products, announced today
they will host an event for the medical, patient and investor
communities on October 22, 2009, in New York to unveil details of
their virus triage detection system for the H1N1 virus and Phase II
development of an in vivo glucose-sensing RFID microchip. The
companies will also provide a product demonstration of the virus
triage detection system currently being developed.
The event will take place at the Grand Hyatt at 4:30 p.m. ET and
feature a presentation by Robert E. Carlson, Ph.D., President and
Chief Science Officer of RECEPTORS LLC, and an expert in the field
of proteomics and the development of artificial receptors. Parties
interested in attending the New York event should contact Allison
Tomek at (561) 805-8008 or at atomek@verichipcorp.com as soon as
possible. Space is limited and registration will be accepted on a
first-come, first-served basis.
The virus triage detection system is intended to initially
provide two levels of identification within minutes. Once
developed, utilizing a simple test tube or strip device format that
can be combined with an inexpensive reader, it is expected that the
first level will prep the sample and identify the agent as a flu or
non-flu virus, and the second level will sub-type (e.g. H1N1)
classify the flu virus and alert the user to the presence of
pandemic threat viruses. Additionally, VeriChip believes the
influenza triage diagnostic system will be scalable and will be
able to be rapidly adapted to identify new strains of influenza and
other viruses as they evolve, giving the virus triage detection
system value for future testing applications in healthcare.
VeriChip previously announced in November 2008 that RECEPTORS
completed Phase I of the project, which demonstrated the
proof-of-concept foundation of the glucose-sensing system. The
companies expect Phase II will demonstrate a glucose concentration
response in the presence of blood and interstitial fluid matrix
components. The companies published a white paper entitled,
"Development of an Implantable Glucose Sensor," which outlines the
product’s development and is available at www.verichipcorp.com.
About RECEPTORS LLC
RECEPTORS LLC develops SMART MATERIALS products for laboratory,
clinical, industrial hygiene and healthcare use that selectively
capture and measure chemical, biochemical and cellular targets from
complex biological, environmental or industrial samples. The
Company's patented AFFINITY by DESIGN™ platform has broad
applicability, ranging from the isolation of disease pathway
proteins for drug discovery and production of therapeutic
antibodies, to the capture of bacteria and viruses for disinfection
and diagnostic purposes. RECEPTORS LLC is a private company based
in suburban Minneapolis, Minnesota. For further information please
visit http://www.receptorsllc.com.
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 its
development of a triage detection system, the expectation that the
triage detection system, if developed, will function as intended,
including the ability to provide two levels of identification
within minutes, and be a marketable product, the belief that the
influenza triage diagnostic system will be scalable and will be
able to be rapidly adapted to identify new strains of influenza and
other viruses as they evolve, giving the virus detection triage
system value for future testing applications in healthcare, the
expectation that Phase II will demonstrate a glucose concentration
response in the presence of blood and interstitial fluid matrix
components, the ability of RECEPTORS LLC to complete the Phase II
goal, 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 microchip, the market acceptance of the
microchip, the Company’s and RECEPTORS’ ability to develop a
microchip, the validity, scope and enforceability of the Company’s
patents and those related to the microchip, the protection afforded
by the Company’s patents and those related to the microchip, the
Company’s ability to complete the development phases in certain
time frames, government regulations relating to the microchip, the
Company’s ability to fund the continued development of the
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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