TNI BioTech, Inc. Establishes New Record Date for Spin-Off Stock Dividend of Cytocom, Inc. Shares
- TNIB extends record date pursuant to a demand by shareholders.
- TNIB Confirms a One-for-One spin-off stock dividend to be distributed to TNI BioTech, Inc. stockholders as of the new record date of August 15, 2014 and the filing of a Cytocom Registration Statement.
- Cytocom is in final discussion to engage investment banking firm to file a Registration Statement.
ORLANDO, Fla., July 14, 2014 /PRNewswire/ -- TNI BioTech, Inc. – (OTCQB: TNIB) ("TNIB" or the "Company"), a biotechnology company focused on developing innovative, targeted immune therapies, today announced that its Board of Directors has extended the record date of our spin-off of Cytocom, Inc., a subsidiary of TNIB.
The Company's Board received a Letter on July 13, 2014 from Carricklee Consulting Ltd on behalf of shareholders holding warrants demanding a 30-day extension of the record date. The extension will grant them the opportunity to convert some if not all of their remaining warrants priced between Fifty Cents and One Dollar Fifty. If such warrants are converted, it will provide them with additional shares in Cytocom on the payment date. Shareholders last week converted warrants at $.50 cents at a premium to market. Due to the official demand and significant positions of those shareholders, the Company believes we have a fiduciary obligation to extend the record date until August 15, 2014.
At the time of the distribution, each TNIB shareholder will receive one common share of Cytocom for every one share of TNIB common stock held by such TNIB stockholder as of 5:00 p.m., Eastern Time, on August 15, 2014, which is the "record date" for the distribution; however, to the extent that a TNIB shareholder sells a portion or all of that stockholder's shares of TNIB common stock prior to the record date, such stockholder also will be pro-rata selling the right to receive common shares of Cytocom through the distribution. TNIB stockholders need not pay any consideration to participate in the distribution; however, mandatory surrender of existing TNIB shares will be required to receive shares of Cytocom through the distribution. TNIB shareholders as of the record date will continue to own shares in TNIB in the same form and in the same quantity as of the record date.
Cytocom, Inc., has received interest from two investment banking firms to underwrite and fund Cytocom pursuant to a S-1 Registration Statement that would fund the company's development plan.
"Upon the spin-off, Cytocom will be able to focus on its development stage, targeted immunology and oncology pipeline and once spin-off and distribution is complete, Cytocom will operate as a stand-alone publicly traded company," said Dr. Graham Burton President and CEO of Cytocom.
Cautionary Note Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of TNIB, including the benefits of the proposed spin-off of Cytocom from TNIB, and other statements that are not historical facts. These statements are based on the current expectations and beliefs of TNIB's management and are subject to uncertainty and changes in circumstances. TNIB cautions readers that any forward-looking information is not a guarantee of future performance and that actual results may vary materially from those expressed or implied by the statements herein due to the conditions to the consummation of the proposed spin-off of Cytocom from TNIB, and changes in economic, business, competitive, technological, strategic and/or regulatory factors, as well as other factors affecting the operation of the other businesses of TNIB and Cytocom's business. More detailed information about these factors may be found in filings by TNIB with the SEC, including its most recent Annual Report on Form 10-K in the sections entitled "Caution Concerning Forward-Looking Statements" and "Risk Factors." Various other factors could cause actual results to differ from those set forth in the forward-looking statements, including, without limitation, the risk that the anticipated benefits from the proposed spin-off may not be fully realized or may take longer to realize than expected. TNIB is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
About TNI BioTech, Inc.
TNI BioTech, Inc. is a biopharmaceutical company involved in manufacturing, distribution, and marketing of our rights to our immunotherapy. Our products and immunotherapy technologies are designed to harness the power of the immune system in fighting chronic and life threatening diseases. Our goal is to provide affordable sustainable health care in emerging nations where little or no treatments exist for many of these diseases.
Our, therapies have been shown in clinical trials to stimulate the immune system in patients with cancer, autoimmune diseases such as rheumatoid arthritis and multiple sclerosis, fibromyalgia, melanoma, prostate cancer, cervical cancer, and inflammatory bowel disease. The therapies may be used as an adjunct in cancer patients undergoing chemotherapy, radiation treatments or surgery and in combination with antibiotics or retroviral drug therapy in the treatment of a variety of infectious diseases, including patients with HIV/AIDS.
About Cytocom, Inc.
Cytocom, Inc. is a biotechnology company that will initially focus on developing LDN and MENK, in the investigation of unmet medical needs in the areas of oncological and inflammatory diseases.
Dennis S. Dobson
SOURCE TNI BioTech, Inc.