AHLL merging with Ember Therapeutics http://www.embertx.com/index.html
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11135671
On or about February 1, 2016, we intend to enter into an Agreement and Plan of Merger (“ Merger Agreement ”) by and among the Company, Ember Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (" Merger Sub ") and Ember Therapeutics, Inc., a Delaware corporation (" Ember "). Under the Merger Agreement, Ember will merge with and into the Merger Sub, and 100% of the currently issued and outstanding capital stock of Ember shall be exchanged for 37,974,777 newly issued shares of common stock of AHLL to be issued to Ember’s shareholders (“ Reverse Merger Transaction ”). As part of the Reverse Merger Transaction, approximately 3,282,277 shares of common stock held by our current shareholders will be cancelled. Concurrently with the Reverse Merger Transaction, 1,600,000 new shares will also be issued in exchange for our currently outstanding promissory note in the approximate amount of $214,616. The Company’s total outstanding shares of Common Stock immediately after the consummation of the Reverse Merger Transaction will be 40,000,000. As a result of the Reverse Merger Transaction, the Company will control, indirectly, through the Merger sub, Ember, a corporation incorporated in the State of Delaware. Ember is a biopharmaceutical company whose primary focus is on utilizing Bone Morphogenetic Protein-7 (BMP-7) to develop regenerative medicines for the disease modification of osteoarthritis, reversal of insulin resistance, and the inhibition and reversal of organ fibrosis in diseases such as chronic kidney disease and Alport’s Syndrome.
The Reverse Merger Transaction is expected to be consummated on or about February 1, 2016 (the “ Closing Date .”). Pursuant to the terms of the Merger Agreement, at the Closing, (i) the existing officers of the Company will resign effective upon the Closing Date, (iii) the existing directors of the Company will resign effective upon the tenth day following the Company’s mailing of this Information Statement on Schedule 14f-1 to its shareholders (the “ Effective Date ”), which is expected to occur on or about February 1, 2016, (iv) the existing directors will appoint the designee of Ember detailed below to serve as the sole director of the Company, and (v) the existing directors will appoint Joseph Hernandez to serve as President, Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Executive Chairman of the board of the Company. As a result of these transactions, control of the Company will pass to the current shareholders of Ember (the “ Change of Control ”). Immediately after the Closing, the shares acquired by the shareholders of Ember will comprise approximately 94.9% of the issued and outstanding Common Stock of the Company.
Joseph Hernandez is the founder of several biotechnology companies, including Prolias Technologies, Inc., a molecular diagnostics company focusing on thyroid cancer, where he has served as a director since 2010, and Innovative Biosensors, Inc., a MIT-based technology company that develops, manufactures and markets rapid pathogen detection and diagnostic systems comprised of biosensors, where he served as President and Chief Executive Officer from 2003 until 2009. From July 2010 to March 2012, Mr. Hernandez also served as President and Chief Executive Officer of Signal Genetics, LLC, a privately-held company focused on oncology and the development of innovative diagnostic services. Additionally, Mr. Hernandez currently serves as the Executive Chairman of Ember Therapeutics, a late stage biotech company focusing on osteoarthritis since 2014. Mr. Hernandez has held numerous business development and marketing roles, having served in such roles at Digene Corp. (which has since been acquired by Qiagen NV (QGEN)), a molecular diagnostics company that develops, manufactures and markets gene-based testing systems for the screening, monitoring and diagnosis of certain human diseases, such as women’s cancers and infectious diseases, from 2001 to 2003, and at Affymetrix, Inc. (AFFX), a publicly-held Silicon Valley biotech company that develops DNA microarrays, from 2000 to 2001. From 1998 to 2000, Mr. Hernandez worked in sales and marketing for the publicly-held pharmaceutical company Merck & Co. (MRK). Mr. Hernandez was recently a member of the board of directors of MdBIO, a life science industry association based in the Mid-Atlantic region, and a member of the board of directors of Shady Grove Hospital. Mr. Hernandez holds an M.S. in Microbiology and Molecular Genetics from the University of Florida, an MBA from the University of Florida and a B.S. in Neuroscience from the University of Florida.
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