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CONX: Merger. Cash consideration of $0.27/Share.
Finra deleted symbol:
http://otce.finra.org/DLDeletions
cashed out already at tda
This fact, and this fact alone, should be something that makes people wonder, not to mention should absolutely have been in the filings.
Not just being paid $100,000 by largest shareholder Wescor for closing merger, the person in charge of merger deal from company side, David Ludvigson, was also CEO of this competitor/partner company, Nanomix. This was not revealed in any of the merger filings. Seems relevant to me and a significant oversight.
Read this and tell me there is no conflict of interest:
http://www.newrepublic.com/article/119711/nanomix-produces-diagnostic-device-test-ebola-just-minutes
Yeah, there with you. Alot of shady in this, especially as I remember, the merger agreement closing was predicated on lawsuits having been settled. Clearly, they appear to want to push this forward regardless of shareholders. That all said, if they want to pay the $.27 now while this works through courts fine by me.
I actually like this route all things considered... we get our money now and can still work on objecting (or so I think)
nope.. 0x0 it is.. done trading
delete.. even though my streamer says 0x0 inside my account it's still quoting
Today's filings suggest done deal. Shady but I guess they're going to win
I have, I believe DB has well. Would definetly like someone to shed more light on things. Crapshoot with SEC though whether they deal with smaller deals like this.
Levelnever , have you filed with SEC. How do you go about doing so? I could not agree more... This deal smells like Fish!
I filed an sec complaint but who knows what the process is and how long it takes
Looking at that spike in summer, would not be surprised if this was actually at $2+ without the take "under" offer.
I just think at the very least there are additional questions company should be answering. SEC should be doing more to look at this. First and foremost, why the person from the company most centrally involved in the deal, Ludvigson, was not revealed to also be the CEO of a competitor/partner company. Seems extremely relevant.
With Wescor owning such a large percentage though along with BOD, hard to see company doing this themself. One of those scenarios where it's important that regulatory or legal authorities step in to investigate and ask more questions.
Deal would have been closed by now but, it is not yet closed. Could still see a 1 dollar or more??
this could/would be trading over $1 already had this take-under not been put in place imo
Corgenix and Fio Combine Rapid Ebola Test with Automated Analysis and Data Capture to Improve Frontline Care and Case Tracking
Collaboration leverages Bill & Melinda Gates Foundation and Paul G. Allen Family Foundation grants to automate rapid Ebola testing and increase access to reliable data from the field
Corgenix and Fio Combine Rapid Ebola Test with Automated Analysis and Data Capture to Improve Frontline Care and Case Tracking
DENVER & TORONTO--(BUSINESS WIRE)--
Corgenix Medical Corporation (OTC QB: CONX.OB) and Fio Corporation today announced that they are working together to integrate two technological advances to help end the Ebola outbreak in West Africa: a rapid test, backed by the Bill & Melinda Gates Foundation and the Paul G. Allen Family Foundation, that can detect the virus in minutes; and a mobile device, which is being adapted with further funding from the Gates Foundation, to analyze and upload results directly to a central data system.
Fio is adapting its Deki™ Reader to work with the Corgenix ReEBOVTM Antigen Rapid Test for the Ebola virus, which recently received Emergency Use Authorization from the U.S. Food and Drug Administration (FDA) and was listed as eligible for procurement by the World Health Organization (WHO). Combining these technologies will give suspected Ebola patients in the most remote, resource-poor settings, access to automated test results. Results will then immediately be transmitted to Fio’s data system, Fionet™, capturing vital information that is currently missed or delayed.
“This collaboration makes testing more accessible to those at risk and data more readily available to those managing the outbreak, a combination that the Gates Foundation identified and mobilized,” said Dr. Michael M. Greenberg, chairman and CEO of Fio. “The resulting technology will expand the capability to fight Ebola now and strengthen national health systems beyond the current crisis.”
Corgenix researchers on the ground in Sierra Leone have already started using smartphones to transmit images of rapid Ebola test results to the Fionet data system. Together with Fio’s tools for case and contact mapping, this capability offers governments and other organizations responding to the outbreak a way to track the disease in real time.
“We’re taking the fight against Ebola to another level with Fio’s data collection and management, which is critical to the success of rapid testing,” said Douglass Simpson, Corgenix president and CEO. “This marks a tremendous advancement in Ebola testing, and it lays the groundwork for a strong and productive partnership between our two companies on future projects.”
The instant traceability of infected or potentially infected individuals – knowing test results, locations and movement over time and across borders – is essential to containing the spread of the Ebola virus and other highly contagious diseases.
Both companies will continue to work together to integrate the two technologies for decentralized Ebola virus testing throughout West Africa. Beyond the current crisis, this will serve health systems more broadly to better manage future outbreaks, as well as other infectious diseases in the region, such as Lassa virus.
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Fio’s Deki Reader – which is already CE-marked for use with rapid tests that detect malaria and dengue fever – is also being adapted for use with the Corgenix ReLASV® Antigen Rapid Test for the Lassa virus.
Fio received a Gates Foundation grant in December 2014 to adapt its Deki Reader to analyze rapid Ebola tests and transmit results to Fionet to be integrated with case and contact management tools.
A few weeks later, Corgenix received two grants – one from the Gates Foundation and one from the Paul G. Allen Family Foundation – to advance the company’s development of an Ebola rapid test kit.
Both the ReLASV® Antigen Rapid Test and the ReEBOVTM Antigen Rapid Test have not been cleared for routine diagnostic use by the U.S. Food and Drug Administration.
The ReLASV® Antigen Rapid Test is CE-marked for diagnostic use in EU and other countries that recognize the CE mark.
The ReEBOVTM Antigen Rapid Test is not CE-marked and may only be used as a diagnostic device under the conditions of the Emergency Use Authorization issued by the U.S. Food and Drug Administration.
About Fio Corporation
Operating at the nexus of care delivery and data, Fio is focused on decentralized management of infectious diseases in developed and developing countries alike. Fio helps health workers of all skill levels improve the quality of care they provide to individual patients, while automatically capturing and disseminating data to strengthen health systems as a whole. Fio’s solution combines mobile intelligent devices with cloud information services to facilitate healthcare delivery that drives, rather than competes with, data capture. Fio is headquartered in Toronto, Canada, with commercial operations underway in Latin America, Africa and Europe.
About Corgenix Medical Corporation
Corgenix is a leader in the development and manufacturing of specialized diagnostic kits for immunology disorders, vascular diseases (including the world’s only non-blood-based test for aspirin effect), bone and joint disorders and a line of unique detection products for viral hemorrhagic disease. Corgenix diagnostic products are commercialized for use in clinical laboratories throughout the world. The company currently sells over 50 diagnostic products through a global distribution network and has significant experience in product submissions to the FDA and other worldwide regulatory authorities. Additionally, Corgenix contract develops and manufactures products for key medical and life science companies in state-of-the-art facilities in Colorado. The company operates under a Quality Management System that is ISO 13485:2012 certified and compliant with FDA regulations. More information is available at www.corgenix.com (Corporate website) and www.corgenix.net (Contract Services website).
Statements in this press release that are not strictly historical facts are “forward-looking” statements (identified by the words “believe”, “estimate”, “project”, “expect” or similar expressions) within the meaning of the Private Securities Litigation Reform Act of 1995. These statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company’s products and services in the marketplace, competitive factors, changes in the regulatory environment, and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. The statements in this press release are made as of today, based upon information currently known to management, and the Company does not undertake any obligation to publicly update or revise any forward-looking statements.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20150310005153/en/
MULTIMEDIA AVAILABLE:http://www.businesswire.com/cgi-bin/mmg.cgi?eid=51055241&lang=en
Contact:
Corgenix Medical Corp.
William Critchfield, 303-453-8903
Senior VP Operations and Finance and CFO
wcritchfield@corgenix.com
or
Armada Medical Marketing for Corgenix
Dan Snyders, 303-623-1190 x230
Vice President and Public Relations Supervisor
dan@armadamedical.com
or
Fio Corporation
Asher Greenberg, +1 416-309-2706
Project Coordinator and Communications Officer
agreenberg@fio.com
or
Marlee Wasser, +1 416-799-3714
Communications Consultant
mwasser@fio.com
or
The Bill & Melinda Gates Foundation
media@gatesfoundation.org
Yes, that is right! Judge felt not enough objections from shareholders.... Have Voice now!!!!
Looks like pretty major conflict of interest IMO. BOD should have stepped back after learning about his further compensation
CORGENIX (CONX) MERGER DD
So there are many, many things we could focus on in the Corgenix merger story (EliTech Group, Orgentec, Water Streets, Inverness etc.) that still have not been fully dug into, but I am just going to focus on one main one today. David Ludvigson and his role. For me at least, doing the DD on him, there is no way not to think the company should be answering a few more questions here. It also screams to me questionable BOD oversight at best, and other less friendly things at worst. Certainly provides some legitimacy to shareholder complaints or lawsuits. Who knows, but my assumption based on things not being settled yet on the latest case, is that the lawyers and/or plaintiffs may have gotten wind of more than what were are privy too at the moment. There are a whole lot of overlapping webs here, just a question of putting the pieces together
PIECE #1
Corgenix's code of conduct and ethics document
Why start with conduct and ethics document which most people have seen before? There is nothing particularly different in the language versus other public companies, but I think it's important to keep this language in mind when reading the information in piece #2.
Also important to remember this part when hearing the word "employee":
one cloudy area from what I've read is it seems they are just asking for votes of people who held on the record date 'last year' and not current holders
seems odd
Yeah, I think it makes a very attractive target considering it was in the .40's soon before announcing. We'll see. The recent plaintiff issues should give this more time to evolve and develop. And company can't just ram it down shareholders throats.
Definetly one of those few penny plays that screams institutional money potential. I think people buying on that news spike, now selling because they didn't do DD. At some point share supply will be getting much tighter once people figure it all out and as we start to accumulate more of these shares.
it will take people speaking up though.. I read something on yahoo where the judge said something like there really weren't many objections filed by shareholders
to have a chance we need a voice
an activist with a few $mil can make this happen imo
Buy at .26, pretty much guaranteed at least 3.8% return with much, much bigger upside if deal falls through or terms change. Downside risk virtually nil from what I'm seeing. As safe a pick as I've seen in penny land.
I have reached out to 2 activist investors whom may have an interest.... we shall see
per yahoo objections to the sale should be communicated to this guy ( I found his email via a google search)
bruce.dona@ksfcounsel.com
Good idea.... More shareholders are filing objections....next hearing is April 30 Th 1:30.
Some brokerage firms fail to notify all share holders of the right to file an objection.
from yahoo finance... not sure what it's even for or the validity of the post but nonetheless:
"
doejanem
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Hearing set for April 30 th 1:30 in. NV!
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Only one of the two lawsuits has been settled from what I see. The other one had the plaintiffs start to play hard ball a few weeks ago, probably in light of recent news. I still think they have great case considering all that's happened.
That said, man I've never seen a BOD so badly mangle a company, value would be $1+ if they hadn't pulled rug. Really makes you wonder why any reasonable person would do that right after stock PPS started surging, or if it wasn't really about reason at all, but rather the connections to the Orgentec.
Regardless, my personal odds are:
85% happens as is
10% pot gets sweetened
5% deal gets pulled
1. Happens as is means essentially 0% return, no significant gain, but no loss
2. Pot gets sweetened, who knows but up.
3. Deal gets pulled sky is the limit for all of us although I'm sure Orgentec would be none too happy.
yahoo msg board has a lot of info and posts... 'maybe' there is still a remote possibility the .27 gets pulled
I think I'm going to sit tight
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Item 8.01 Other Events.
Stipulated Settlement
As previously disclosed, Corgenix Medical Corporation (the “Company”) and Stephen Gouze, Dennis Fusco, David Ludvigson, Brandon J. Price, Douglass T. Simpson, Robert Tutag, Dennis Walczewski, Centennial Medical Holdings, Inc. (the “Buyer”) and Centennial Integrated, Inc. are defendants in the consolidated action pending in the District Court of Washoe County, Nevada related to the Agreement and Plan of Merger dated August 27, 2014. The parties entered into a Memorandum of Understanding on November 19, 2014, which was also previously disclosed. On December 19, 2014, the parties, through their respective counsel, executed a stipulation of settlement (the “Stipulation”) and related documents formalizing an agreement to settle all of the cases. The Stipulation was filed with the District Court, which entered an order preliminarily approving the proposed settlement and scheduling a hearing on February 19, 2015 for consideration of final approval.
Pursuant to the Stipulation and the District Court’s preliminary approval order, the Company is mailing copies of the Stipulation and a notice of proposed settlement to all record holders or beneficial owners of the Company’s common stock at any time during the period from and including March 11, 2014 through and including the effective date of the merger (the “Notice”) . Any objections to the settlement must be filed in writing with the court by no later than February 5, 2015 in accordance with the Notice.
Closing of the Merger
The closing of the merger is expected to occur in the first quarter of calendar year 2015.
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looking through the filings in more detail now,
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PROPOSED SETTLEMENT OF LITIGATION
As previously disclosed on page 47 of the proxy statement under the heading “Litigation Related to the Merger,” we are aware of two purported class action complaints that have been filed in connection with the merger. One complaint was filed in the Second Judicial District Court of the State of Nevada on September 4, 2014 — Rauenzhan v. Corgenix, et al., No. CV14-01907. An amended complaint was filed in the Rauenzhan lawsuit on October 14, 2014. One complaint was filed in the First Judicial District Court of the State of Nevada on October 14, 2014 — Bradford, et al. v. Corgenix, et al., No. 14TRT000681B. Counsel for the plaintiffs in the Rauenzhan and Bradford actions agreed to consolidate the actions in the Second Judicial District Court, and the consolidated Second Amended Complaint was filed on November 6, 2014. The consolidated complaint names as defendants us, each member of our board of directors, Buyer and Merger Sub. The consolidated complaint generally alleges that the board of directors breached its fiduciary duties and that we, Buyer, the Merger Sub aided and abetted those purported breaches, in connection with the proposed merger. The consolidated complaint challenges the Merger Consideration as inadequate, and makes a variety of other allegations, including the following:
· given the recent trading price of our Common Stock and potential future growth, the value of our Common Stock is greater than the consideration offered to shareholders in the proposed merger;
· the proposed merger is the result of a flawed process marred by conflicts of interest of our board and senior management;
· the “no solicitation” and termination fee provisions of the Merger Agreement preclude us from soliciting, and otherwise restrict our ability to consider, competing offers; and
· our definitive proxy statement, filed on October 21, 2014 with the SEC, omits and/or misrepresents material information.
The plaintiffs in this case seek an order certifying a proposed class of our shareholders, certifying the plaintiffs as the class representatives, granting injunctive relief against the consummation of the merger, or, if the merger is consummated, rescinding the merger and awarding damages, directing the defendants to account for all damages caused by them and all profits or special benefits obtained by them as a result of their alleged breaches of fiduciary duties and an award of costs, expenses and reasonable attorneys’ fees, and accountants’ and experts’ fees.
On November 19, 2014, the Company entered into a Memorandum of Understanding (“MOU”) with the plaintiffs and certain named defendants with respect to the claims asserted in the lawsuit described above. Pursuant to the MOU, the Company has agreed to provide certain amended disclosures to supplement the proxy statement, all of which are set forth below. In addition, as provided in the MOU, the parties contemplate that plaintiffs’ counsel will seek an award of an agreed upon amount of attorneys’ fees and expenses as part of the settlement, which is subject to court approval. The MOU and settlement will not affect the merger consideration to be paid to the Company’s shareholders in connection with the proposed merger.
"
hmmm and then I see some comments here* than make it look like this is a done deal and/or 'prior' shareholders 'might' be entitled to further compensation
would explain why anyone can buy in <= .27
ie: there is probably no hope... it is probably too late for this deal to fall apart completely
IMO, somebody played this one perfectly and it wasn't the shareholders
*
http://seekingalpha.com/news/2313536-who-approves-rapid-test-for-ebola
I couldn't hold out any longer.. bought a nice position here today avg'd at: .268
here's to the .27 buyout falling apart
I love this stock for the fact there is very limited risk, either the buyout goes through at .27 or if not PPS is much, much higher. As safe and legit a play as you can find in penny land.
I've had my eye on this one for a little while. I follow biotech/biomed quite a bit. Without the pending buyout at $,27 this would probably trading well over $1. Maybe the board will perform their fiduciary duty and blow off the sale.
I have the same question? Lol
What will it take to move this thing if a WHO and FDA approval did not?
News: World Health Organization says it has approved rapid Ebola test by US firm Corgenix, if effectively deployed will give test results within 15 minutes - @Reuters
If not for the bad deal of being acquired at a huge discount .27 this stock would be dollars per share on all the Ebola solutions they are providing. CEO needs to be run out of the company along with his shizzy deal.
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Blockbuster News:
CHICAGO — July 30, 2014 — Corgenix Medical Corporation (OTC BB: CONX.OB) has been recognized for outstanding research presented today at the American Association for Clinical Chemistry (AACC) Annual Meeting and Clinical Lab Expo 2014 in Chicago. Corgenix earned the award for its poster abstract “Development of a Point-of-Care Diagnostic for Ebola and Sudan Virus Detection,” presented at the conference by Corgenix Research Associate Abby Jones, M.S.
See more here.
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