Tamir Biotechnology Filed Resale Registration Statement as Required by the Investor Rights Agreement in a Previously Closed Private Placement
SOMERSET, N.J., May 3, 2010 (GLOBE NEWSWIRE) -- Tamir Biotechnology, Inc. (formerly known as Alfacell Corporation) (OTCQB:ACEL) filed a resale registration statement on Form S-1 on April 30, 2010 with the Securities and Exchange Commission to register all the shares of common stock issuable upon conversion of the notes and exercise of the warrants that were previously sold by the company in a $3.25 million private placement closed in October 2009. As previously announced by the company, according to an Investor Rights Agreement with the investors in the private placement, the company is required to file a resale registration statement to cover the shares underlying the notes and warrants sold by the company in the private placement. Such registration rights of investors are customary in similar private placement transactions, and the filing of the registration statement does not necessarily indicate whether any investor intends to convert the notes, exercise the warrants, or sell the common stock issuable upon such conversion or exercise.
The shares covered by the registration statement include the following: (i) 24,916,667 shares of common stock that will be issued upon conversion of the notes, (b) 21,666,664 shares of common stock that will be issued upon the exercise of the Series A Warrants at $0.15 per share, and (c) 21,666,664 shares of common stock that will be issued upon the exercise of the Series B Warrants at $0.25 per share. The selling stockholders named in the resale registration statement are the investors who participated in the October 2009 private placement, including Charles Muniz, the company's President, Chief Executive Officer Chief Financial Officer, and several other existing investors of the company, including trusts and individuals related to James O. McCash, Europa International Inc. and Unilab LP, an affiliate of US Pharmacia. The investors will not be eligible to sell the shares without any restrictions until the shares are issued upon the conversion of the notes and the exercise of the warrants and until the registration statement is effective or an exemption from the registration requirement is otherwise available.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sales of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities issued in the private placement have not been effectively registered under the Securities Act, or any state securities laws and were sold in reliance on Section 4(2) of the Securities Act. Accordingly, the securities acquired in the private placement may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.
About Tamir Biotechnology, Inc.:
Tamir Biotechnology, Inc. (formerly known as Alfacell Corporation) is the first company to advance a biopharmaceutical product candidate that works in a manner similar to RNA interference (RNAi) through late-stage clinical trials. The product candidate, ONCONASE, is an RNase that overcomes the challenges of targeting RNA for therapeutic purposes while enabling the development of a new class of targeted therapies for cancer and other life-threatening diseases.
For more information regarding the company, including materials from its recent annual shareholders meeting and video messages to shareholders, please visit www.alfacell.com under the heading "Information Center."
CONTACT: Tamir Biotechnology
Charles Muniz, President, CEO and CFO
732-652-4540
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