VeriChip Corporation ("VeriChip") (NASDAQ: CHIP) announced today
that it has entered into a strategic partnership with the Diabetes
Research Institute ("DRI") to combine efforts on the further
development of the glucose-sensing radio frequency identification
(RFID) microchip in conjunction with VeriChip's development
partner, RECEPTORS LLC. VeriChip and DRI also intend to create a
prospective, randomized, comparative clinical study that will seek
to address the lack of appropriate, concise, and up-to-date patient
health information available to both practitioners caring for
diabetic patients and the patients themselves through the
utilization of VeriChip's interoperable personal health record,
Health Link, and an electronic medical record system.
Robert Pearlman, President and CEO of the DRI Foundation, said,
"We are pleased to partner with VeriChip on this important
initiative to develop a glucose-sensing RFID microchip, which could
potentially improve patient care and compliance among individuals
with diabetes. Furthermore, we believe access to a personal health
record is vital for all patients, but particularly those with
chronic illnesses. Our relationship with VeriChip will enable us to
provide that access to our patients and study the utility of Health
Link and the role it plays within a larger electronic medical
record system."
The DRI is a recognized world leader in cure-focused research.
The most comprehensive diabetes research facility of its kind, the
DRI is credited with changing the international research paradigm,
ensuring that promising findings in the lab can be translated to
patients in the fastest, safest and most efficient way possible.
Through this translational process, the DRI bridges programs in the
rapidly evolving fields of pancreatic stem cell development, tissue
engineering, transplant immunology, cell transdifferentiation,
molecular biology and regenerative medicine, among others, to
approach the cure with a true multidisciplinary strategy.
VeriChip previously announced in November 2008 that RECEPTORS
completed Phase I of the development of the glucose-sensing RFID
microchip, 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 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
likelihood that the clinical study conducted with the DRI will
address the lack of appropriate, concise, and up-to-date patient
health information available to both practitioners caring for
diabetic patients and the patients themselves through the
utilization of an interoperable personal health record, Health
Link, and an electronic medical record system or that the clinical
study will be created at all, the expectation that a
glucose-sensing RFID microchip would potentially improve patient
care and compliance among individuals with diabetes, 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, 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 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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