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8-K - FORM 8-K - MISONIX INC | c02100e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - MISONIX INC | c02100exv10w1.htm |
Exhibit 99.1
Misonix Contact:
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Investor Relations Contact: | |
Richard Zaremba
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Kevin McGrath / Cameron Associates, Inc. | |
631-694-9555
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212-245-4577 | |
invest@misonix.com
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Kevin@cameronassoc.com |
MISONIX ANNOUNCES SALE OF FOCUS SURGERY RELATED HIFU BUSINESS
AND OTHER HIFU ASSETS TO USHIFU
AND OTHER HIFU ASSETS TO USHIFU
MISONIX RETAINS RIGHT TO CONTINUE IN HIFU BUSINESS UTILIZING ITS
OWN PROPRIETARY INTELLECTUAL PROPERTY AND ASSETS
OWN PROPRIETARY INTELLECTUAL PROPERTY AND ASSETS
FARMINGDALE, NY May 28, 2010 Misonix, Inc. (NASDAQ: MSON), a developer of minimally invasive
ultrasonic medical device technology, which is used in Europe for the ablation of tumors and
worldwide for acute health conditions, today announced the sale to USHIFU, LLC (USHIFU) of all of
the rights to the High Intensity Focused Ultrasound (HIFU) technology previously obtained from
Focus Surgery, Inc. (FSI), a wholly owned subsidiary of USHIFU, together with other HIFU related
assets. In consideration for the sale Misonix will receive up to approximately $5.8 million
dollars, paid out of an earn-out of 7% of gross revenues received by USHIFU related to the
businesses being sold, up to the time we have received the first $3 million, and thereafter 5% of
gross revenues up to the $5.8 million. Misonix will also be paid for its present inventory of new
SB500® machines, inventory associated with manufacturing the SB500® and will be reimbursed for
certain monies expended in connection with the HIFU Registry.
The rights sold or transferred include the Manufacturing Agreement for the SB500® console, the
Distribution Agreement for the sale of the SB500® for prostate cancer in Europe and the Russian
Federation, and the Licenses to develop products using FSI technology in kidney, liver and breast
tissue. Misonix will also sell all of the SB500® machines presently used in Europe fee-per-use
procedures and for the accumulation of clinical data.
Misonix will retain all of its rights associated with the HIFU related intellectual property and
development assets recently purchased from ProRhythm. This intellectual property involves the
development of new transducers and lenses to be used in the treatment of tissue using HIFU. This
technology may be applied on a worldwide basis to a variety of organs not limited to kidney, liver,
or breast tissue treatment.
Michael A. McManus, Jr., President and Chief Executive Officer, stated, We believe that this
transaction provides our shareholders with a number of benefits, including an expected savings of
more than $1 million dollars in expenses related to operating these businesses, it also eliminates
additional expenses associated with continuing the development of the licensed HIFU products
without a partner, and allows us to continue to participate in the HIFU business using our
purchased intellectual property rights under the Misonix name. This agreement also resolves any
disputes between the parties, and allows us to focus our resources on our medical devices that are
on the market or are being developed.
We are excited about our ability to continue to participate in the development and sale of unique
HIFU technology. We have seen early success in developing our own proprietary HIFU transducers and
lens technology. We believe this technology may allow us to produce smaller and cheaper
transducers that may also satisfy our need for a longer focal length to treat a variety of organs.
Going forward, we will be a dedicated ultrasonic surgical device company developing, manufacturing
and selling only devices we own outright.
About Misonix:
Misonix, Inc. (NASDAQ: MSON) designs, develops, manufactures and markets therapeutic ultrasonic
medical devices and laboratory equipment. Misonixs therapeutic ultrasonic platform is the basis
for several innovative medical technologies. Addressing a combined market estimated to be in
excess of $3 billion annually; Misonixs proprietary ultrasonic medical devices are used for wound
debridement, cosmetic surgery, neurosurgery, laparoscopic surgery, and other surgical and medical
applications. Additional information is available on the Companys Web site at
www.misonix.com.
# # #
With the exception of historical information contained in this press release, content herein may
contain forward looking statements that are made pursuant to the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995. These statements are based on managements
current expectations and are subject to uncertainty and changes in circumstances. Investors are
cautioned that forward-looking statements involve risks and uncertainties that could cause actual
results to differ materially from the statements made. These factors include general economic
conditions, delays and risks associated with the performance of contracts, risks associated with
international sales and currency fluctuations, uncertainties as a result of research and
development, acceptable results from clinical studies, including publication of results and
patient/procedure data with varying levels of statistical relevancy, risks involved in introducing
and marketing new products, potential acquisitions, consumer and industry acceptance, litigation
and/or court proceedings, including the timing and monetary requirements of such activities, the
timing of finding strategic partners and implementing such relationships, regulatory risks
including approval of pending and/or contemplated 510(k) filings, the ability to achieve and
maintain profitability in the Companys business lines, and other factors discussed in the
Companys Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. The Company disclaims any obligation to update its forward-looking relationships.
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