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8-K - LIVE FILING - CANNAPHARMARX, INC. | htm_51688.htm |
EX-2.1 - EX-2.1 - CANNAPHARMARX, INC. | exhibit1.htm |
EXHIBIT 99.1
April 23, 2015
CANNAPHARMARXS BOARD OF DIRECTORS APPROVES PLAN OF MERGER
(Carneys Point, NJ April 23, 2015) CannaPharmaRx, Inc. (OTCQB: CPMD), an early stage pharmaceutical company whose purpose is to advance cannabinoid research and discovery (the Company), announced today that it has entered into an Amended and Restated Agreement and Plan of Merger with CannaPharmaRX, Inc., a Colorado corporation (the Colorado Company) and the Companys largest stockholder, and with a wholly-owned subsidiary of the Company. Upon completion of the merger, which remains subject to the approval of the shareholders of the Colorado Company and customary closing conditions, the acquisition subsidiary will merge with and into the Colorado Company, with the Colorado Company remaining as the surviving corporation and a wholly-owned, non-operating subsidiary of the Delaware Company. The merger is expected to close, subject to satisfaction of conditions, on or about April 30, 2015.
Mr. Gerry Crocker, CannaPharmaRxs CEO, commented, We have been actively working over the past few weeks to complete the combination of the Company with the Colorado entity, which is the final step in our Companys formation contemplated in 2014, and to simplify our legal structure. We are happy to be delivering soon on this corporate milestone and look forward to a smooth closing of this transaction at the end of the month.
About CannaPharmaRx, Inc.
CannaPharmaRx, Inc. is an early-stage pharmaceutical company whose purpose is to advance
cannabinoid research and discovery using proprietary formulation and drug delivery technology
currently in development. Cannabinoids are a class of chemicals that, once ingested, are active in
humans and animals through the endocannabinoid system one of the most widely expressed system
of receptors in the human body. CannaPharmaRx is currently focused on targeting disease states
where its delivery systems can have optimal impact with therapeutic differentiation among
alternative cannabinoid therapies, including: neurological disorders, oncology, infectious disease,
pain management, inflammatory disease, gastrointestinal disorders and ophthalmology. For more
information, please visit www.CannaPharmaRx.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may be identified by the use of
forward-looking words such as anticipate, believe, forecast, estimated, and intend among
others. These forward-looking statements are based on CannaPharmaRxs current expectations and
actual results could differ materially. There are a number of factors that could cause actual
events to differ materially from those indicated by such forward-looking statements. These factors
include, but are not limited to: our ability to satisfy the closing conditions to the proposed
merger, substantial competition; our ability to continue as a going concern; our need for
additional financing; uncertainties of patent protection and litigation; clinical trials involve a
lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials
may not be predictive of future trial results; uncertainties of government or third party payer
reimbursement; limited sales and marketing efforts and dependence upon third parties; and risks
related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As
with any pharmaceutical products under development, there are significant risks in the development,
regulatory approval and commercialization of new products. There are no guarantees that the merger
or other matters discussed in this press release will be completed or successful. CannaPharmaRx
does not undertake any obligation to update or revise any forward-looking statement. Investors
should read the risk factors set forth in CannaPharmaRxs Annual Report on Form 10-K for the year
ended December 31, 2014 and other periodic reports filed with the Securities and Exchange
Commission.
Contact:
Investor Relations for Viridian Capital & Research, LLC:
Michael Swartz, Analyst
212-333-0257
mswartz@viridiancr.com
Investor Relations for CannaPharmaRx, Inc.:
Bridamary Rosario
856-376-0500
bbrosario@cannapharmarx.com