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19 March 2021
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Chronix Biomedical Investment Update
Limitless Earth plc, an AIM quoted investing company, provides an update in relation to Chronix Biomedical (“Chronix”), a molecular diagnostics company designing laboratory developed tests for cancer and organ transplants and investee company of Limitless.
The Company has been advised that Chronix has entered into an agreement with Oncocyte Corporation Inc. (“Oncocyte”), a listed US based molecular diagnostics company, for its acquisition for cash, equity and a future revenue share consideration. The agreement, which is subject to a number of conditions, has been approved by Chronix shareholders and is expected to be completed by 30 April 2021 (“Completion”).
As part of the acquisition, Oncocyte will acquire the intellectual property and technology for Chronix’s TheraSure™-CNI Monitor, a patented, blood-based test for immune-therapy monitoring, as well as the intellectual property for Chronix’s organ transplant technology. It is expected that Chronix’s development and its business team will become part of the Oncocyte R&D Team and will maintain lab operations in Germany to support the continued development and commercial launch of the monitoring tests.
Upon Completion, consideration for the merger will comprise $2.675 million in cash and $1.5 million of Oncocyte common stock (or approximately 295,000 shares) and Oncocyte will assume liabilities not to exceed $5.5 million. The agreement also provides for Oncocyte to pay a revenue share on the net collected revenues for certain tests and services for specific periods, and to pay a combination of cash or Oncocyte common stock of up to $14 million if certain milestones are achieved. Net acquisition proceeds and any milestone revenue receipts are expected to be returned to Chronix’s shareholders based on the order of the investment rounds in which they invested.
Limitless holds 0.72 per cent. of Chronix’s issued share capital on a fully diluted basis. Limitless also previously announced on 20 September 2019 a further investment of $100,000 by way of an unsecured Convertible Promissory Note ("Note") with an interest rate of six percent per annum. The merger will not trigger the conversion of the Note, and the Company expects that the Note will be repaid in full following Completion.
A further announcement will be made in due course.
Limitless Earth plc
+44 7780 700 091
Cairn Financial Advisers LLP
+44 20 7213 0880
Peterhouse Capital Limited
+44 20 7469 0930
About Limitless Earth plc
Limitless Earth plc is a proactive investment company that focuses on making investments in and assisting companies which exhibit the potential to generate returns through capital appreciation. Limitless invests in small companies where there are clear catalysts for value appreciation and the companies are operating in sectors exhibiting long term growth linked to demographic change. Examples of such sectors include cleantech, life sciences, nanotech, medtech, recycling, and new Internet opportunities.
Chronix is a privately held, U.S.-based molecular diagnostics company developing blood tests for use in cancer treatment and organ transplantation. Chronix’s TheraSure™ CNI Monitor for cancer uses proprietary algorithms to derive a copy number instability (CNI) score from the sequencing of circulating cell-free tumor DNA (cfDNA), which can be used in the prognosis, diagnosis and monitoring of therapeutic response to cancer. Chronix TheraSure™ Transplant Monitor quantifies the amount of graft derived cell-free DNA in organ recipients to detect early rejection of organ transplants and better assess the transplant health. Chronix has operations in the U.S. & Germany, and the commercial launch of their products began in the EU in 2018. TheraSure is a trademark of Chronix.
Oncocyte is a molecular diagnostics company which has been approved for listing on the Nasdaq Global Market on 8 March 2021, whose mission is to provide actionable answers at critical decision points across the cancer care continuum. The company, through its proprietary tests and pharmaceutical services business, aims to help save lives and improve outcomes by accelerating and optimizing the diagnosis and treatment of cancer. The company’s tests and services present multiple opportunities to advance cancer care while also driving revenue growth for the company.