Williston Holding Co. Inc (fka WHCA)

[db7]

8k, seems decent imo, "Item 1.01. Entry into a Material Definitive Agreement.


Merger Agreement with iScience Interventional Corporation


On September 10, 2012, Znomics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iScience Interventional Corporation (“iScience”), a privately held company incorporated in Delaware, and IZ Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub, subject to certain conditions contained in the Merger Agreement, will merge with and into iScience and iScience will become a wholly-owned subsidiary of the Company (the “Merger”). Upon completion of the Merger, each outstanding share of iScience common stock, and each security convertible into iScience common stock, will automatically convert into the right to receive a number of shares of the Company’s common stock, or, as applicable, securities convertible into the Company’s common stock, such that, after giving effect to the Merger, the holders of iScience capital stock immediately prior to the Merger will hold, in the aggregate, 97.5% of the total number of shares of the Company’s common stock on a fully-diluted basis.


iScience is a medical device company that specializes in the research, development, manufacturing and commercialization of micron-sized catheters and access devices. Its technology is used in site-specific treatments for sight threatening diseases of the eye. The novelty of its technology is that it enables access to key structures within the eye that have previously been inaccessible. These complex access devices are only the size of several human hairs (250-400 microns in diameter) and can deliver devices, drugs and biologics directly to the site of compromised or diseased structures within the front and the back of the eye. iScience’s products are enabling treatments for multiple ophthalmic sight-threatening diseases, such as open angle glaucoma, geographic atrophy, diabetic macular edema, diabetic retinopathy, retinal vein occlusion and uveitis. Clinical trials demonstrate that these innovative site-specific treatments have the potential to achieve unprecedented improvements in clinical outcomes for patients with sight-threatening diseases. Upon completion of the Merger, the Company will adopt, and thereafter be engaged in, the business of iScience.

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