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Tuesday, July 02, 2013 6:56:04 PM
BIZM Solid News, Update, Filings, 15c211 and more coming. Company just filed their 10K today http://www.otcmarkets.com/stock/BIZM/filings with a bunch of goodies in there plus the word is they have a market maker looking to sponsor the 15c211 so I am feeling pretty positive right about now knowing the company has filed all this and is working to turn this 800 pound gorilla back around..
This powerhouse is coming back strong imo and they just filed to tell the market they are the real deal and here to stay. Plus they have a major Intellectual Property Portfolio (see the 10K today or below).
This company has been doing solid business in Germany for roughly 9 years (since 2004) and is far from b/s (see below proof and in there filings for key things such as "In 2004, the optics development company established a joint venture called Opsolution Mobile (later renamed to Biozoom Services GmbH) with European telecom giant, Vodafone, to explore potential applications for their technologies in the area of remote telemedicine through cellular phone devices. ".
They have huge contacts, deals and ties and the shorts are scared thats why they got it halted but no worries here the party will continue soon. The marketing behind BIZM was genius if you ask some of the top traders out there and this is why it was trading $10 million to $30 million daily. This beast is about to wake up and re-list with its 15c211 therefore we will be off the grays.
Product is about to go viral like a 1 billion viewed youtube video going viral on the web. I'm new to ihub but I will be posting more here as I am long BIZM and look to add more when it starts trading again. The shorts will say anything to try and kill BIZM but the bottom line is they need to cover so careful listening to "posts" and not the facts. As far as the rule 144 it is what it is and nothing is final so all hearsay so far.
10-K/A http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9384999
10-K http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9384582
About the Opsolution Entities and Business
History
The Opsolution Entities trace their origins to an optics development concern formed in 2004 by German scientists and engineers, to explore and exploit cutting edge optics technologies that the founders had been researching and developing. In 2004, the optics development company established a joint venture called Opsolution Mobile (later renamed to Biozoom Services GmbH) with European telecom giant, Vodafone, to explore potential applications for their technologies in the area of remote telemedicine through cellular phone devices. In 2007, Opsolution Spectroscopic Systems GmbH was organized to facilitate an engineering and development partnership with another reputable entity, Carl Zeiss Microscopy GmbH, an international conglomerate and world leader in optical engineering. The Opsolution Nanophotonics GmbH success of miniaturizing traditional spectroscopic systems to nanoscopic scale lead in 2008, 2009 and 2010 to government grants for the founders to continue their R&D work.
Some of the intellectual property we have acquired is still subject to joint venture rights of Vodafone or its successor in interest and assignees or Carl Zeiss and their assignees, as provided below.
The patents purchased are primarily for use in spectroscopy. A complete list of these patents is listed below.
Initial Device; Technologies and Focus; Spectroscopy and Two-Way Diagnostic Communication
The Company’s objective is to further develop, and commercialize through license or marketing, a mobile platform for remote collection of biomedical data. This involves an important technology known as “spectroscopy.” Spectroscopy is the interaction between matter, specifically cells, and radiated energy. Spectroscopy technology is vital to determining concentrations of certain substances in medical, chemical and biological applications.
The initial patents and intellectual property purchased in the Opsolution Acquisition relates to the development and patent of small handheld devices that utilize reflection spectroscopy and optical feedback, to determine a person’s health and wellbeing. A common example of spectroscopy used in medicine is a basic pulse oximeter in use and existence today. A pulse oximeter is a small device externally attached to a finger which utilizes light refraction to instantly provide a blood oxygen concentration in the blood, without use of needles or other invasive techniques. Our technology, however, is being utilized to determine far more than simply oxygen content.
Biofeedback is an effective means for an individual to learn how to influence physiological activity, for purposes of diagnosing nutritional and other health problems.
Our Biofeedback device is designed to be a small, simple, mobile and inexpensive mechanism that collects biological data from individuals to detect antioxidants and nutritional and other health markers. This device is designed to avoid complex, messy and timely blood tests. Because it is electronic, it can also be used remotely, such as in the home or at a clinic with results transferred by telemetry (phone, computer, etc.).
Current Calibration Applications
Currently the device is calibrated to measure carotenoids in human skin as a marker substance for the complete antioxidant network including vitamins, enzymes and other substances like flavonoids, lipoic acid, etc., allowing the calculation of stress due to the ascent or descant of the marker. Since a correlation was found between the spectroscopic measurement of Cytochrome C Oxidase and VO 2 max, the device can be used to determine the cardiorespiratory fitness of users.
Our devices will be calibrated, in several development steps, to detect and calculate the following:
· Antioxidant levels
· Vitamin levels
· Skin moisture (pre-mature aging)
· Oxidative stress
· Cytochrome C Oxidase
· VO 2 max (for endurance analysis)
5
In the future, we are hoping to be able to develop technologies that enable detection and measurement of cholesterol, blood sugar levels, alcohol, drugs, smoke poisoning, and even blood pressure.
No assurance can be made that we will be able to develop further applications, or, if we do, that we will be able to commercialize them.
Joint Venture Development of Our Technologies
Some of our intellectual property has been developed in partnership with other entities, namely Vodafone and Carl Zeiss Microscopy GmbH, a major engineering firm in Europe. Specifically, Carl Zeiss has assisted with production and design of the spectroscopic unit, and its calibration. Their assistance has allowed us to put the device to use in Charité Berlin, a top-tier and respected University Hospital in Europe.
Description of Shared Intellectual Property Terms
Some of our intellectual property was developed in conjunction with Vodafone’s subsidiary (Biozoom Services GmbH) and, subsequent to their liquidation, remains subject to a shared license. Certain other intellectual property we have was developed or acquired in partnership with Carl Zeiss Microscopy GmbH. To the extent that the intellectual property we acquired from the Opsolution Sellers was subject to the limitations of these agreements, we will be subject to them as well.
Vodafone Joint Ventured Intellectual Property
Pursuant to the terms of the liquidation of Vodafone’s related entities in November of 2006, Opsolution Spectroscopic Systems GmbH (“OSS”) entered into a liquidation agreement with Vodafone Ventures Ltd. and its related entities, as well as Biozoom Services GmbH; and subsequently, on January 7 th of 2009, these entities or their successors entered into an Agreement on Intellectual Property and Property Rights among themselves. This arrangement provided, among other things, for intellectual property owned by the Vodafone-related entities to inure to the benefit of its successor and a new, post-liquidation entity known as Vodafone Ventures Ltd. and OSS. The relevant terms of the Vodafone arrangements provided that, with respect to all intellectual property coming from this transaction:
· Basic technology and basic analysis software IP rights were assigned to Vodafone Ventures Limited and OSS.
· Jointly developed intellectual property, such as joint patent applications or jointly developed or filed patent applications, patents, trademarks, and other IP (the “ New Vodafone IP ” ) are divided among Vodafone and OSS (with OSS receiving, generally, between 45% and 67% of the royalty rights, depending on the intellectual property),
· Either Vodafone or OSS or its successors may use the New Vodafone IP rights for the central application of services for their own respective business operation without paying royalties to one another,
· OSS may use, on a royalty-free basis, New Vodafone IP rights for any other de-central application of services when the spectral analysis is analyzed locally on an electrical device connected to a scanner and telecom network, and either Vodafone or OSS may grant simple sublicenses for the New Vodafone IP rights, with royalty split on a pro-rata basis (i.e. currently 65% Vodafone and 35% Biozoom as successor). Development results can be used by Vodafone or OSS on a non-exclusive, unrestricted, irrevocable and royalty free basis, and
· We may be required to pay our pro-rata share of patent prosecution or defense costs.
Carl Zeiss Microscopy GmbH, and Other Joint Ventured Intellectual Property
Some of our intellectual property was acquired from, or as a result of joint efforts with, Carl Zeiss Microscopy GmbH, which resulted in a 50%-50% relationship on receipt of all royalties, or other developers.
Management believes that its relationship with Carl Zeiss Microscopy GmbH is of significant value to the Company. The Opsolution Sellers and their principals have developed their relationship with Carl Zeiss, a well-known high-end producer of optical systems, for over 10 years. They were also instrumental in securing the Charité, the medical university and hospital, as a valuable development partner of the Company’s devices.
The Company’s management and oversight / coaching portal will be conducted from the U.S. By using the German medical network and combined with designated U.S. scientists in all relevant faculties, management believes that the development of the data-based coaching system will be realized.
University of Kassel Research
We also own certain intellectual property and patents as a result of the relationship and license agreements between Opsolution GmbH and the University of Kassel. The university conducted certain research and implemented patent filing, as indicated in the chart below, and transferred the same to Opsolution Sellers for a purchase price of EUR 39,000 (plus VAT), EUR 5,000 per year, commencing the first year of market entrance of the sensor utilizing this technology, and a 2% royalty on sales.
Business Strategy
One of the company’s products is already in trial use in Europe. In order to successfully commercialize our intellectual property, management believes that further development and perfection of our devices, as well as developing relationships in our initial target markets, will both be necessary in order to create brand awareness and penetrate these markets. Specifically, management believes, that the next steps for the company are:
·
Optimization of existing software and hardware to maintain the high quality of the Biozoom(TM) scanner as the company’s serial product,
·
Realization of the Biozoom(TM) portal with a customer-oriented design,
·
Development of business-related databases to realize, among other things, central analysis of measurements, saving of results or comparing individual measurements with group results, etc.,
·
Continuation of research and medical studies to validate, for all skin types, the algorithm for analysing measurement with the serial product,
·
Starting cooperation with specialists in US for conducting a study with students to check and improve their behaviour concerning nutrition, smoking and alcohol consumption,
·
Filing / acquisition of further IP rights concerning the second generation of the Biozoom(TM) scanner, and
·
Licensing other of Biozoom’s IP to other technology development companies with the ability to develop and market the IP in fields other than health care and education.
Market Opportunity
The company believes that the initial and most readily viable markets will be the health care sector and education sector. Health care is constantly seeking more economical and less invasive ways to detect disease or deficiencies and to increase patient education as well as patient responsibility. With rising medical costs and decreasing coverage, the market for preventative diagnostics has been growing significantly.
Some target market applications include fitness and wellness, which will entail development of relationships with nutritional and pharmaceutical retail chains, as well as gyms. In addition, we believe that dieting companies and similar businesses would have an interest in our products.
The Company believes that the next logical step would be towards penetration of the healthcare industry, specifically, physicians and other healthcare professionals. Penetration of the healthcare industry, however, may entail certain government regulations with respect to certain applications and the claims we make for those applications. As the devices we produce will be designed to provide prompt and non-invasive diagnostic information, we believe that our product will achieve market acceptance quickly. In addition, our devices can be used for sports medicine.
Other viable applications of our products include law enforcement (including sports doping enforcement, alcohol or other substance abuse enforcement) and auto emissions management as well as other environmental applications.
We will require substantial additional capital in order to further develop our product to work properly and viably and to enter these markets efficiently. We will likely be required to enter into one or more sub-licensing, joint venture or distribution agreements with re-sellers of our products that may further erode our profit margins. No assurance can be made that we will complete development of these products, or, if we do and even if we enter the markets, that we will be profitable therein.
Intellectual Property Portfolio
As mentioned above, our intellectual property focuses on the spectroscopic technologies and bio-feedback to create a non-invasive, external scanning device that is able to scan and detect substances. All of the below technologies were acquired by our Biozoom subsidiary from the Opsolution Sellers in the Acquisition. Some of these patents are subject to joint venture or partnership agreements with other entities, namely, Vodafone or Carl Zeiss or their assigns. In addition to the below, we are also the beneficiaries of any other technologies developed or acquired by Opsolution GmbH, as a result of our Opsolution JV Agreement with them.
Jurisdiction and Patent Number
Date of filing
Name
% Owned
Status
Year of Expiration
DE 10 2006 003 499
January 24, 2006
Endurance/Fitness Determination of VO2 Max by measuring Cytochrome C Oxidase
45%(1)
Pending
2026
DE 10 2005 063 263
December 30, 2005
Mathematical Model to compensate the temperature drift of LED when applying LED in spectroscopic devices
67.5%(1)
Pending
2025
DE 10 2007 011 413
March 8, 2007
Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data
67.5%(1)
Pending
2027
WO 2007/085435
January 24, 2007
Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data
45%(1)
Basis for national filing
International stage has ended
EP 1981398
January 24, 2007
Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data
45%(1)
Pending
2027
WO 2007/077208
January 2, 2007
Mathematical model to compensate the temperature drift of LED in spectroscopic devices
67.5%(1)
Basis for national filing
International stage has ended
EP 2010890
January 2, 2007
Mathematical model to compensate the temperature drift of LED in spectroscopic devices
67.5%(1)
Pending
DE 10 2006 062 826
April 19, 2006
Mathematical model to compensate the temperature drift of LED in spectroscopic devices
100%
Pending
2027
DE 10 2012 005 583
March 20, 2012
Optical unit of Biozoom scanner and databases for generating coaching information for customers on central server due to measurement results with Biozoom scanner
100%
Pending
2032
WO 2013/023637
July 31, 2012
Optical unit of Biozoom scanner and databases for generating coaching information for customers on central server due to measurement results with Biozoom scanner
100%
Pending
Basis for national filing
International stage ends 2014
DE 10 2006 039 073
August 9, 2006
Arrangement of Fabry Pérot Filters on a filter array
100%
Pending
2026
WO 2008/017490
August 9, 2007
Production of Nanospectrometer by applying nanoimprint and arrangement of Fabry Pérot Filters
100%
Basis for national filing
International stage has ended
EP 2057446
May 13, 2009
Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array.
100%
Pending
2026
US 2011/0043823
August 9, 2007
Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array
100%
Pending
2027
CN 101627289
Jan 13, 2010
Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array
100%
Pending
2027
DE 10 2009 037 706
August 17, 2009
Methode for the spectroscopic measurement of NO2 in the exhaust emission of cars
100%
Pending
2029
DE 10 2006 012 681
March 20, 2006
Transfer of spectroscopic data to a central server and use of the results
100%
Pending
2026
DE 11 2007 000 950
April 19, 2007
Mathematical model to compensate the temperature drift of LED when applying LED in spectroscopic devices
100%
Pending
2027
DE 10 2006 039 071
August 9, 2006
Nanospectrometer Production of Fabry Perot filter array by applying nanoimprint
100%(3)
Granted April 19, 2012
2026
DE 10 2005 024 271
May 27, 2005
Grating spectrometer used in present Biozoom scanner
50%(2)
Pending
2025
US 7.692.790
May 10, 2006
Grating spectrometer used in present Biozoom scanner
50%(2)
Granted April 6, 2010
2026
(1) Indicates ownership in a partnership or joint venture with Vodafone Ventures Limited, as legal successor to Biozoom Services GmbH, with between 45% and 67% interest to the Company as indicated, for certain applications. Each party may grant simple sublicense to third parties with royalties earned being shared in accordance with foregoing percentage. Parties must also share costs and expenses, enforcement costs, and patent filing/prosecution costs in accordance with such percentages.
(2) Indicates ownership in a partnership with Carl Zeiss Microscopy GmbH, with 50% interest to the Company as indicated, for certain applications. Royalties earned are to be shared in accordance with foregoing percentage. Parties must also share costs and expenses, enforcement costs, and patent filing/prosecution costs in accordance with such percentages.
(3) Indicates patents filed by the University of Kassal, which transferred the rights to Opsolution GmbH for aggregate cost of $39,000 (plus VAT), plus EUR 5,000 per year commencing the first year of market entrance with a sensor utilizing their technology. The University of Kassel also retains a 2% royalty on new products brought to market utilizing this sensor technology.
7
New Joint Venture Agreement with Opsolution GmbH
One of the Opsolution Sellers, Opsolution GmbH, anticipates receiving a German government grant to continue certain research. In order to facilitate this grant and further research, the results of which would inure to our benefit, our Biozoom subsidiary entered into the Opsolution JV Agreement with Opsolution GmbH expiring December 31, 2017.
The Opsolution JV Agreement provided, among other things, for retention by Biozoom of Opsolution for purposes of:
·continuing research and development on our behalf,
· filing, and perfecting from time to time, patents, trademarks and other rights, and
· irrevocably assigning rights to technologies and research that it develops.
In exchange therefore, and subject to certain other restrictions, Biozoom agreed to provide funding of up to $500,000 for the development of new prototypes on our behalf, said funds to be paid as follows:
· $100,000 which was due upon execution of the Opsolution JV Agreement, and
· $50,000 per month thereafter for 8 months.
Biozoom also acquired the right to a percentage of Opsolution for $500.00 per percentage point, which option it partially exercised on June 14, 2013, acquiring 19.9% of Opsolution for $9,950.
Among other conditions to continued funding, Opsolution is required to keep in good standing and continue to fulfill the requirements under a government grant commitment to Opsolution of no less than EUR 300,000 for development of the second-generation prototype scanner device for measuring antioxidants and other biomarkers. In addition, Opsolution shall reimburse Biozoom for services rendered from time to time.
The foregoing is a summary of the Opsolution JV Agreement and is qualified in its entirety by reference to the provisions of Exhibit 10.5 to this Report, which is incorporated by reference herein.
Industry and Competition
While we believe that our spectroscopic technologies are cutting edge and disruptive, we do compete against other larger companies with significantly greater resources, market reputation and acceptance and relationships than we have. Our goals are to be able to compete in terms of cost, accuracy, ease of use and portability.
Below is a non-exhaustive list of some competing companies that have conducted research in our business technologies, or that have explored our space, some of which are more advanced than us. We believe that many of these competitors’ products suffer from drawbacks of some kind or another, and that our product may be able to compete on the basis shown:
·
Euromedic’s Free Oxygen Radical Monitor (FORM): More expensive and requires trained personnel to use.
·
Pharmanex’s Raman Spectroscop e: Expensive, complex in nature, making it impractical for individual use
·
Mevitec : manufactures a product for metabolism analysis. It sells a metabolism screening system that non-invasively measures the redox potential on the palm. However, current unit cost exceeds $20,000.
·
VicMedic : Systems produces a device for the screening of such metrics as Muscle-to-Fat Ratios etc. The product is costly, and inaccurate.
·
Tanita : manufactures a skin-analysis unit, but it is very limited in scope, testing only moistness, sebum and fat levels.
Other competitors that have developed or explored technologies in this space include Cygnus, IBM, and others.
Employees
We currently have three full-time employees situated in Germany and two part-time employees in the US. None of these employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good. We also engage consultants on an as-needed basis to supplement existing staff.
Government Regulation
We are a research and development business and to date, have not commercialized or sold any products using our technologies in the US. Therefore, the Company cannot be certain exactly which governmental regulations will ultimately be applicable to the final products. However, certain of our products and manufacturing processes will be subject to regulation under various portions of the U.S. Federal Food, Drug and Cosmetic Act, if we consider expanding our applications for use in or as part of certain medical devices or diagnostic devices. The effects of this are that, among other things, our manufacturing facilities, when and if created, may be subject to delays on approval, and periodic inspection by the U.S. Food and Drug Administration, or FDA, other product-oriented federal agencies and various state and local authorities in the U.S. for compliance with the requirements of the FDA’s Quality System Regulation (formerly known as Good Manufacturing Practices), other federal, state and local regulations and other quality standards such as ISO 9001 or ISO 13485.
To the extent our products are used in medical devices or other regulated applications, our products may be subject to extensive medical, FDA or other government regulation, testing and pre-market approval or clearance processes. Prior to application for approval or clearance, we may need to conduct clinical trials to test the safety and efficacy of our products or we may be required to identify predicate devices to which we can establish substantial equivalence. In addition, we may be required to satisfy testing criterion or submit product applications in other countries where we intend to market our goods. These processes may take an extensive period of time and would necessarily require significant capital outlays, which we have no commitments for at this time. Finally, we will be restricted as to the kinds and types of advertising representations and claims that we make for certain applications.
We do not use and we anticipate that we will not utilize, manufacture or operate with substances deemed controlled under the Controlled Substances Act, administered by the Drug Enforcement Agency, or DEA, and therefore, no special procedures need be in place.
Because we do not actually do any material amount of testing, but rather, the manufacturing of devices that will be used as “tools”, we do not employ Centers for Disease Control/National Institutes of Health, Guidelines for Research Involving Recombinant DNA Molecules, Biosafety in Microbiological and Biomedical Laboratories, but, if and as our operations expand, may be required to do so in the future.
This powerhouse is coming back strong imo and they just filed to tell the market they are the real deal and here to stay. Plus they have a major Intellectual Property Portfolio (see the 10K today or below).
This company has been doing solid business in Germany for roughly 9 years (since 2004) and is far from b/s (see below proof and in there filings for key things such as "In 2004, the optics development company established a joint venture called Opsolution Mobile (later renamed to Biozoom Services GmbH) with European telecom giant, Vodafone, to explore potential applications for their technologies in the area of remote telemedicine through cellular phone devices. ".
They have huge contacts, deals and ties and the shorts are scared thats why they got it halted but no worries here the party will continue soon. The marketing behind BIZM was genius if you ask some of the top traders out there and this is why it was trading $10 million to $30 million daily. This beast is about to wake up and re-list with its 15c211 therefore we will be off the grays.
Product is about to go viral like a 1 billion viewed youtube video going viral on the web. I'm new to ihub but I will be posting more here as I am long BIZM and look to add more when it starts trading again. The shorts will say anything to try and kill BIZM but the bottom line is they need to cover so careful listening to "posts" and not the facts. As far as the rule 144 it is what it is and nothing is final so all hearsay so far.
10-K/A http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9384999
10-K http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9384582
About the Opsolution Entities and Business
History
The Opsolution Entities trace their origins to an optics development concern formed in 2004 by German scientists and engineers, to explore and exploit cutting edge optics technologies that the founders had been researching and developing. In 2004, the optics development company established a joint venture called Opsolution Mobile (later renamed to Biozoom Services GmbH) with European telecom giant, Vodafone, to explore potential applications for their technologies in the area of remote telemedicine through cellular phone devices. In 2007, Opsolution Spectroscopic Systems GmbH was organized to facilitate an engineering and development partnership with another reputable entity, Carl Zeiss Microscopy GmbH, an international conglomerate and world leader in optical engineering. The Opsolution Nanophotonics GmbH success of miniaturizing traditional spectroscopic systems to nanoscopic scale lead in 2008, 2009 and 2010 to government grants for the founders to continue their R&D work.
Some of the intellectual property we have acquired is still subject to joint venture rights of Vodafone or its successor in interest and assignees or Carl Zeiss and their assignees, as provided below.
The patents purchased are primarily for use in spectroscopy. A complete list of these patents is listed below.
Initial Device; Technologies and Focus; Spectroscopy and Two-Way Diagnostic Communication
The Company’s objective is to further develop, and commercialize through license or marketing, a mobile platform for remote collection of biomedical data. This involves an important technology known as “spectroscopy.” Spectroscopy is the interaction between matter, specifically cells, and radiated energy. Spectroscopy technology is vital to determining concentrations of certain substances in medical, chemical and biological applications.
The initial patents and intellectual property purchased in the Opsolution Acquisition relates to the development and patent of small handheld devices that utilize reflection spectroscopy and optical feedback, to determine a person’s health and wellbeing. A common example of spectroscopy used in medicine is a basic pulse oximeter in use and existence today. A pulse oximeter is a small device externally attached to a finger which utilizes light refraction to instantly provide a blood oxygen concentration in the blood, without use of needles or other invasive techniques. Our technology, however, is being utilized to determine far more than simply oxygen content.
Biofeedback is an effective means for an individual to learn how to influence physiological activity, for purposes of diagnosing nutritional and other health problems.
Our Biofeedback device is designed to be a small, simple, mobile and inexpensive mechanism that collects biological data from individuals to detect antioxidants and nutritional and other health markers. This device is designed to avoid complex, messy and timely blood tests. Because it is electronic, it can also be used remotely, such as in the home or at a clinic with results transferred by telemetry (phone, computer, etc.).
Current Calibration Applications
Currently the device is calibrated to measure carotenoids in human skin as a marker substance for the complete antioxidant network including vitamins, enzymes and other substances like flavonoids, lipoic acid, etc., allowing the calculation of stress due to the ascent or descant of the marker. Since a correlation was found between the spectroscopic measurement of Cytochrome C Oxidase and VO 2 max, the device can be used to determine the cardiorespiratory fitness of users.
Our devices will be calibrated, in several development steps, to detect and calculate the following:
· Antioxidant levels
· Vitamin levels
· Skin moisture (pre-mature aging)
· Oxidative stress
· Cytochrome C Oxidase
· VO 2 max (for endurance analysis)
5
In the future, we are hoping to be able to develop technologies that enable detection and measurement of cholesterol, blood sugar levels, alcohol, drugs, smoke poisoning, and even blood pressure.
No assurance can be made that we will be able to develop further applications, or, if we do, that we will be able to commercialize them.
Joint Venture Development of Our Technologies
Some of our intellectual property has been developed in partnership with other entities, namely Vodafone and Carl Zeiss Microscopy GmbH, a major engineering firm in Europe. Specifically, Carl Zeiss has assisted with production and design of the spectroscopic unit, and its calibration. Their assistance has allowed us to put the device to use in Charité Berlin, a top-tier and respected University Hospital in Europe.
Description of Shared Intellectual Property Terms
Some of our intellectual property was developed in conjunction with Vodafone’s subsidiary (Biozoom Services GmbH) and, subsequent to their liquidation, remains subject to a shared license. Certain other intellectual property we have was developed or acquired in partnership with Carl Zeiss Microscopy GmbH. To the extent that the intellectual property we acquired from the Opsolution Sellers was subject to the limitations of these agreements, we will be subject to them as well.
Vodafone Joint Ventured Intellectual Property
Pursuant to the terms of the liquidation of Vodafone’s related entities in November of 2006, Opsolution Spectroscopic Systems GmbH (“OSS”) entered into a liquidation agreement with Vodafone Ventures Ltd. and its related entities, as well as Biozoom Services GmbH; and subsequently, on January 7 th of 2009, these entities or their successors entered into an Agreement on Intellectual Property and Property Rights among themselves. This arrangement provided, among other things, for intellectual property owned by the Vodafone-related entities to inure to the benefit of its successor and a new, post-liquidation entity known as Vodafone Ventures Ltd. and OSS. The relevant terms of the Vodafone arrangements provided that, with respect to all intellectual property coming from this transaction:
· Basic technology and basic analysis software IP rights were assigned to Vodafone Ventures Limited and OSS.
· Jointly developed intellectual property, such as joint patent applications or jointly developed or filed patent applications, patents, trademarks, and other IP (the “ New Vodafone IP ” ) are divided among Vodafone and OSS (with OSS receiving, generally, between 45% and 67% of the royalty rights, depending on the intellectual property),
· Either Vodafone or OSS or its successors may use the New Vodafone IP rights for the central application of services for their own respective business operation without paying royalties to one another,
· OSS may use, on a royalty-free basis, New Vodafone IP rights for any other de-central application of services when the spectral analysis is analyzed locally on an electrical device connected to a scanner and telecom network, and either Vodafone or OSS may grant simple sublicenses for the New Vodafone IP rights, with royalty split on a pro-rata basis (i.e. currently 65% Vodafone and 35% Biozoom as successor). Development results can be used by Vodafone or OSS on a non-exclusive, unrestricted, irrevocable and royalty free basis, and
· We may be required to pay our pro-rata share of patent prosecution or defense costs.
Carl Zeiss Microscopy GmbH, and Other Joint Ventured Intellectual Property
Some of our intellectual property was acquired from, or as a result of joint efforts with, Carl Zeiss Microscopy GmbH, which resulted in a 50%-50% relationship on receipt of all royalties, or other developers.
Management believes that its relationship with Carl Zeiss Microscopy GmbH is of significant value to the Company. The Opsolution Sellers and their principals have developed their relationship with Carl Zeiss, a well-known high-end producer of optical systems, for over 10 years. They were also instrumental in securing the Charité, the medical university and hospital, as a valuable development partner of the Company’s devices.
The Company’s management and oversight / coaching portal will be conducted from the U.S. By using the German medical network and combined with designated U.S. scientists in all relevant faculties, management believes that the development of the data-based coaching system will be realized.
University of Kassel Research
We also own certain intellectual property and patents as a result of the relationship and license agreements between Opsolution GmbH and the University of Kassel. The university conducted certain research and implemented patent filing, as indicated in the chart below, and transferred the same to Opsolution Sellers for a purchase price of EUR 39,000 (plus VAT), EUR 5,000 per year, commencing the first year of market entrance of the sensor utilizing this technology, and a 2% royalty on sales.
Business Strategy
One of the company’s products is already in trial use in Europe. In order to successfully commercialize our intellectual property, management believes that further development and perfection of our devices, as well as developing relationships in our initial target markets, will both be necessary in order to create brand awareness and penetrate these markets. Specifically, management believes, that the next steps for the company are:
·
Optimization of existing software and hardware to maintain the high quality of the Biozoom(TM) scanner as the company’s serial product,
·
Realization of the Biozoom(TM) portal with a customer-oriented design,
·
Development of business-related databases to realize, among other things, central analysis of measurements, saving of results or comparing individual measurements with group results, etc.,
·
Continuation of research and medical studies to validate, for all skin types, the algorithm for analysing measurement with the serial product,
·
Starting cooperation with specialists in US for conducting a study with students to check and improve their behaviour concerning nutrition, smoking and alcohol consumption,
·
Filing / acquisition of further IP rights concerning the second generation of the Biozoom(TM) scanner, and
·
Licensing other of Biozoom’s IP to other technology development companies with the ability to develop and market the IP in fields other than health care and education.
Market Opportunity
The company believes that the initial and most readily viable markets will be the health care sector and education sector. Health care is constantly seeking more economical and less invasive ways to detect disease or deficiencies and to increase patient education as well as patient responsibility. With rising medical costs and decreasing coverage, the market for preventative diagnostics has been growing significantly.
Some target market applications include fitness and wellness, which will entail development of relationships with nutritional and pharmaceutical retail chains, as well as gyms. In addition, we believe that dieting companies and similar businesses would have an interest in our products.
The Company believes that the next logical step would be towards penetration of the healthcare industry, specifically, physicians and other healthcare professionals. Penetration of the healthcare industry, however, may entail certain government regulations with respect to certain applications and the claims we make for those applications. As the devices we produce will be designed to provide prompt and non-invasive diagnostic information, we believe that our product will achieve market acceptance quickly. In addition, our devices can be used for sports medicine.
Other viable applications of our products include law enforcement (including sports doping enforcement, alcohol or other substance abuse enforcement) and auto emissions management as well as other environmental applications.
We will require substantial additional capital in order to further develop our product to work properly and viably and to enter these markets efficiently. We will likely be required to enter into one or more sub-licensing, joint venture or distribution agreements with re-sellers of our products that may further erode our profit margins. No assurance can be made that we will complete development of these products, or, if we do and even if we enter the markets, that we will be profitable therein.
Intellectual Property Portfolio
As mentioned above, our intellectual property focuses on the spectroscopic technologies and bio-feedback to create a non-invasive, external scanning device that is able to scan and detect substances. All of the below technologies were acquired by our Biozoom subsidiary from the Opsolution Sellers in the Acquisition. Some of these patents are subject to joint venture or partnership agreements with other entities, namely, Vodafone or Carl Zeiss or their assigns. In addition to the below, we are also the beneficiaries of any other technologies developed or acquired by Opsolution GmbH, as a result of our Opsolution JV Agreement with them.
Jurisdiction and Patent Number
Date of filing
Name
% Owned
Status
Year of Expiration
DE 10 2006 003 499
January 24, 2006
Endurance/Fitness Determination of VO2 Max by measuring Cytochrome C Oxidase
45%(1)
Pending
2026
DE 10 2005 063 263
December 30, 2005
Mathematical Model to compensate the temperature drift of LED when applying LED in spectroscopic devices
67.5%(1)
Pending
2025
DE 10 2007 011 413
March 8, 2007
Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data
67.5%(1)
Pending
2027
WO 2007/085435
January 24, 2007
Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data
45%(1)
Basis for national filing
International stage has ended
EP 1981398
January 24, 2007
Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data
45%(1)
Pending
2027
WO 2007/077208
January 2, 2007
Mathematical model to compensate the temperature drift of LED in spectroscopic devices
67.5%(1)
Basis for national filing
International stage has ended
EP 2010890
January 2, 2007
Mathematical model to compensate the temperature drift of LED in spectroscopic devices
67.5%(1)
Pending
DE 10 2006 062 826
April 19, 2006
Mathematical model to compensate the temperature drift of LED in spectroscopic devices
100%
Pending
2027
DE 10 2012 005 583
March 20, 2012
Optical unit of Biozoom scanner and databases for generating coaching information for customers on central server due to measurement results with Biozoom scanner
100%
Pending
2032
WO 2013/023637
July 31, 2012
Optical unit of Biozoom scanner and databases for generating coaching information for customers on central server due to measurement results with Biozoom scanner
100%
Pending
Basis for national filing
International stage ends 2014
DE 10 2006 039 073
August 9, 2006
Arrangement of Fabry Pérot Filters on a filter array
100%
Pending
2026
WO 2008/017490
August 9, 2007
Production of Nanospectrometer by applying nanoimprint and arrangement of Fabry Pérot Filters
100%
Basis for national filing
International stage has ended
EP 2057446
May 13, 2009
Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array.
100%
Pending
2026
US 2011/0043823
August 9, 2007
Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array
100%
Pending
2027
CN 101627289
Jan 13, 2010
Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array
100%
Pending
2027
DE 10 2009 037 706
August 17, 2009
Methode for the spectroscopic measurement of NO2 in the exhaust emission of cars
100%
Pending
2029
DE 10 2006 012 681
March 20, 2006
Transfer of spectroscopic data to a central server and use of the results
100%
Pending
2026
DE 11 2007 000 950
April 19, 2007
Mathematical model to compensate the temperature drift of LED when applying LED in spectroscopic devices
100%
Pending
2027
DE 10 2006 039 071
August 9, 2006
Nanospectrometer Production of Fabry Perot filter array by applying nanoimprint
100%(3)
Granted April 19, 2012
2026
DE 10 2005 024 271
May 27, 2005
Grating spectrometer used in present Biozoom scanner
50%(2)
Pending
2025
US 7.692.790
May 10, 2006
Grating spectrometer used in present Biozoom scanner
50%(2)
Granted April 6, 2010
2026
(1) Indicates ownership in a partnership or joint venture with Vodafone Ventures Limited, as legal successor to Biozoom Services GmbH, with between 45% and 67% interest to the Company as indicated, for certain applications. Each party may grant simple sublicense to third parties with royalties earned being shared in accordance with foregoing percentage. Parties must also share costs and expenses, enforcement costs, and patent filing/prosecution costs in accordance with such percentages.
(2) Indicates ownership in a partnership with Carl Zeiss Microscopy GmbH, with 50% interest to the Company as indicated, for certain applications. Royalties earned are to be shared in accordance with foregoing percentage. Parties must also share costs and expenses, enforcement costs, and patent filing/prosecution costs in accordance with such percentages.
(3) Indicates patents filed by the University of Kassal, which transferred the rights to Opsolution GmbH for aggregate cost of $39,000 (plus VAT), plus EUR 5,000 per year commencing the first year of market entrance with a sensor utilizing their technology. The University of Kassel also retains a 2% royalty on new products brought to market utilizing this sensor technology.
7
New Joint Venture Agreement with Opsolution GmbH
One of the Opsolution Sellers, Opsolution GmbH, anticipates receiving a German government grant to continue certain research. In order to facilitate this grant and further research, the results of which would inure to our benefit, our Biozoom subsidiary entered into the Opsolution JV Agreement with Opsolution GmbH expiring December 31, 2017.
The Opsolution JV Agreement provided, among other things, for retention by Biozoom of Opsolution for purposes of:
·continuing research and development on our behalf,
· filing, and perfecting from time to time, patents, trademarks and other rights, and
· irrevocably assigning rights to technologies and research that it develops.
In exchange therefore, and subject to certain other restrictions, Biozoom agreed to provide funding of up to $500,000 for the development of new prototypes on our behalf, said funds to be paid as follows:
· $100,000 which was due upon execution of the Opsolution JV Agreement, and
· $50,000 per month thereafter for 8 months.
Biozoom also acquired the right to a percentage of Opsolution for $500.00 per percentage point, which option it partially exercised on June 14, 2013, acquiring 19.9% of Opsolution for $9,950.
Among other conditions to continued funding, Opsolution is required to keep in good standing and continue to fulfill the requirements under a government grant commitment to Opsolution of no less than EUR 300,000 for development of the second-generation prototype scanner device for measuring antioxidants and other biomarkers. In addition, Opsolution shall reimburse Biozoom for services rendered from time to time.
The foregoing is a summary of the Opsolution JV Agreement and is qualified in its entirety by reference to the provisions of Exhibit 10.5 to this Report, which is incorporated by reference herein.
Industry and Competition
While we believe that our spectroscopic technologies are cutting edge and disruptive, we do compete against other larger companies with significantly greater resources, market reputation and acceptance and relationships than we have. Our goals are to be able to compete in terms of cost, accuracy, ease of use and portability.
Below is a non-exhaustive list of some competing companies that have conducted research in our business technologies, or that have explored our space, some of which are more advanced than us. We believe that many of these competitors’ products suffer from drawbacks of some kind or another, and that our product may be able to compete on the basis shown:
·
Euromedic’s Free Oxygen Radical Monitor (FORM): More expensive and requires trained personnel to use.
·
Pharmanex’s Raman Spectroscop e: Expensive, complex in nature, making it impractical for individual use
·
Mevitec : manufactures a product for metabolism analysis. It sells a metabolism screening system that non-invasively measures the redox potential on the palm. However, current unit cost exceeds $20,000.
·
VicMedic : Systems produces a device for the screening of such metrics as Muscle-to-Fat Ratios etc. The product is costly, and inaccurate.
·
Tanita : manufactures a skin-analysis unit, but it is very limited in scope, testing only moistness, sebum and fat levels.
Other competitors that have developed or explored technologies in this space include Cygnus, IBM, and others.
Employees
We currently have three full-time employees situated in Germany and two part-time employees in the US. None of these employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good. We also engage consultants on an as-needed basis to supplement existing staff.
Government Regulation
We are a research and development business and to date, have not commercialized or sold any products using our technologies in the US. Therefore, the Company cannot be certain exactly which governmental regulations will ultimately be applicable to the final products. However, certain of our products and manufacturing processes will be subject to regulation under various portions of the U.S. Federal Food, Drug and Cosmetic Act, if we consider expanding our applications for use in or as part of certain medical devices or diagnostic devices. The effects of this are that, among other things, our manufacturing facilities, when and if created, may be subject to delays on approval, and periodic inspection by the U.S. Food and Drug Administration, or FDA, other product-oriented federal agencies and various state and local authorities in the U.S. for compliance with the requirements of the FDA’s Quality System Regulation (formerly known as Good Manufacturing Practices), other federal, state and local regulations and other quality standards such as ISO 9001 or ISO 13485.
To the extent our products are used in medical devices or other regulated applications, our products may be subject to extensive medical, FDA or other government regulation, testing and pre-market approval or clearance processes. Prior to application for approval or clearance, we may need to conduct clinical trials to test the safety and efficacy of our products or we may be required to identify predicate devices to which we can establish substantial equivalence. In addition, we may be required to satisfy testing criterion or submit product applications in other countries where we intend to market our goods. These processes may take an extensive period of time and would necessarily require significant capital outlays, which we have no commitments for at this time. Finally, we will be restricted as to the kinds and types of advertising representations and claims that we make for certain applications.
We do not use and we anticipate that we will not utilize, manufacture or operate with substances deemed controlled under the Controlled Substances Act, administered by the Drug Enforcement Agency, or DEA, and therefore, no special procedures need be in place.
Because we do not actually do any material amount of testing, but rather, the manufacturing of devices that will be used as “tools”, we do not employ Centers for Disease Control/National Institutes of Health, Guidelines for Research Involving Recombinant DNA Molecules, Biosafety in Microbiological and Biomedical Laboratories, but, if and as our operations expand, may be required to do so in the future.
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