SOURCE: NanoLogix, Inc.

April 16, 2010 09:30 ET

NanoLogix, Inc. Adopts Stockholder Rights Plan

HUBBARD, OH--(Marketwire - April 16, 2010) -  NanoLogix, Inc. (PINKSHEETS: NNLX) ("NanoLogix") announced that today its board of directors adopted a stockholder rights plan. The rights plan is similar to plans adopted by many other companies.

The board of directors adopted the rights plan in order to ensure, to the extent possible, that all stockholders receive fair and equal treatment in the event of a proposed takeover, and to protect the company and its stockholders from abusive acquisition tactics and inadequate or coercive takeover bids. The board of directors intends the rights plan to provide stockholders and the board of directors with adequate time to assess any take-over bid; to consider alternatives to a take-over bid as a means of maximizing stockholder value; to allow competing bids to emerge; and to provide stockholders with adequate time to properly assess a take-over bid without undue pressure. The board of directors is not currently aware of any pending or threatened take-over bid for NanoLogix.

In conjunction with the rights plan, the board of directors has declared a dividend of one right for each outstanding share of common stock. The dividend will be distributed on April 16th, 2010 to stockholders of record as of the close of business on that date.

The distribution of rights is not taxable to NanoLogix or the stockholders. Until the rights become exercisable, the rights will not be represented by separate certificates and will trade with NanoLogix's common stock.

Subject to certain exceptions, the rights will be exercisable only if a person or group acquires 15% or more of NanoLogix's outstanding common stock or announces a tender or exchange offer which would result in ownership of 15% or more of the common stock.

Each right will initially entitle the holder to purchase one hundred-thousandth of a newly issued share of Series A Junior Convertible Preferred Stock of the company at an exercise price of $7.00, subject to adjustment. If a person or group acquires 15% or more of the outstanding stock, each holder of a right, other than the acquiring persons, will no longer have the right to purchase preferred stock, but will instead have the right to purchase a number of shares of NanoLogix's common stock at half of the then current market price of those shares. In the event of a subsequent merger or other business combination transaction, each holder of a right will be entitled to purchase shares of common stock of the acquiring entity at half of the then current market price of those shares.

NanoLogix's board of directors will be entitled to redeem the rights for $0.001 per right at any time prior to a person or group exceeding the ownership limits in the rights plan. The rights will expire in five years, unless earlier redeemed by NanoLogix.

About NanoLogix, Inc.

NanoLogix is a biotechnology company focused primarily on medical diagnostics. Its products offer accelerated detection and identification of microorganisms present in infectious and non-infectious human diseases. In addition to medical, National Defense, and Homeland Security applications, NanoLogix technology is applicable in pharmaceutical, industrial, veterinary and environmental testing.

Patents pending or granted to NanoLogix can be used in the areas of applied microbiology, soil microbiology and bioremediation, microbial physiology, molecular biology, pharmacology, pharmaco-kinetics, antibiotic sensitivity, stem-cell research, and bioreactor-based hydrogen generation.

More information on NanoLogix is available at: www.nanologix.com

This press release contains statements, which may constitute "forward- looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of NanoLogix, Inc., and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

Contact Information

  • Contact:
    NanoLogix, Inc.
    Investor Relations
    Carol Surrena
    Telephone: 330-534-0800
    E-mail: Email Contact