LA JOLLA, CA--(Marketwired - Sep 22, 2016) - Panther Biotechnology, Inc. (OTC PINK: PBYA), or Panther, a company which has historically been specializing in the development of enhanced therapeutics for the treatment of neoplastic and autoimmune disorders and had previously been operating in the EDGAR filings industry, is pleased to announce today that it has signed a letter of intent relating to a proposed share exchange transaction with Brown Technical Media Corp., or Brown, a privately held corporation in Houston, Texas. The letter of intent contemplates Brown entering into a share exchange agreement with Panther whereby all of the outstanding capital stock of Brown will be exchanged for shares of Panther common stock. In addition, an earn-out provision is contemplated whereby in the event certain defined revenue targets are met, additional shares of Panther will be issued to certain of Brown's shareholders. This transaction is strategically designed to diversify Panther's product opportunities and offer a more favorable risk reward profile for its shareholders. Assuming the completion of the transaction, Panther's shareholders will have exposure to not only the clinical development of Transferrin Doxorubicin, but also a revenue generating business that has been experiencing significant growth over the last two years.
Brown Technical Media Corp. has positioned itself to be one of the only online aggregators of compliance, career advancement, and training content for tradesman and technical experts in a wide variety of professions. It has evolved from a seventy-year-old technical bookstore in Houston, Texas, which was purchased in 2013 by an astute investor group with a vision of converting the traditional brick and mortar business into an online success. Brown's mission is to defragment disparate companies in the eLearning, standards and codes market place, which currently is collectively valued at over $100 billion globally and growing.
Brown is an established name in the industry of standards and codes, a market which is currently estimated at $1.5 billion in the United States. Using its history as a foundation and the acuity of its new owners, Brown developed a technology driven asset and intellectual property portfolio, revamped its website for a more modern experience and added advanced search as well as other state of the art features. Further, it has strategically launched into the synergistic eLearning space to support education of its technical products. Brown has employed advanced email marketing, new offerings, unique landing pages, product bundling and publishing its own content.
"We are incredibly excited to have been offered this opportunity to join forces with Brown," stated Evan Levine, Chief Executive Officer of Panther. "Brown Management has exhibited nothing short of impressive execution of their business model and has accomplished incredible growth since 2013. This transaction will mark an exciting new pathway for Panther. Our shareholders will have the opportunity to experience a more diverse opportunity for growth and success. This is just our first step in identifying and acquiring revenue generating growth companies."
"In only two years we were able to transition a recognized specialty retailer into a formidable competitor in the eLearning, codes and standards industry," stated Noah Davis, President and Chief Operating Officer of Brown. "We believe that this transaction will enable us to be more competitive and acquire synergistic companies in our space. We are already being approached with new opportunities from players in our industry that want to participate with us on this trajectory. We are also excited to have the opportunity to be diversified and participate in the oncology clinical efforts and also plan to pursue business in other industries as well."
The closing of the share exchange transaction is subject to the parties' entry into a definitive share exchange agreement and certain closing conditions including completion of due diligence, final audited financials of Brown and Panther raising additional capital. Panther expects the transaction to be completed during the fourth quarter. In addition, Panther has been approached and offered new financing opportunities concurrent with the closing of the transaction, however, there is no guarantee that any of the referenced transactions, including the acquisition of Brown, will close.
Steven M. Plumb, the Chief Financial Officer of Panther is the Chief Financial Officer and Chairman of the Board of Directors of Brown and also owns 45.4% of Brown's outstanding common stock.
Additional information regarding the letter of intent and proposed transaction can be found in Panther's Current Report on Form 8-K filed with the Securities and Exchange Commission today.
ABOUT PANTHER BIOTECHNOLOGY, INC.
Panther Biotechnology, Inc. has been an entity focused on the acquisition and development of enhanced therapeutics for the treatment of neoplastic, autoimmune and antiviral disorders for the last two years. Prior, it was in the business of EDGAR regulatory filings. Panther has been focusing on its lead candidate, Transferrin Doxorubicin, which is a combination of transferrin glycoproteins with Doxorubicin for targeted delivery to tumors with the reduction of serious side effects. Panther has recently engaged a regulatory consultant and is building a data package in anticipation of a pre-IND meeting during the fourth quarter. Upon completion of the exchange transaction, Panther will continue its regulatory effort with the goal of seeking a partner for its anticipated phase 2 study and also focus its efforts on growing its revenues in the eLearning, standards and codes industries via both organic growth and acquisitions.
Forward Looking Statements
This press release may contain forward-looking statements, including information about management's view of Panther's future expectations, plans and prospects. In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this news release other than those of historical fact, about an action, event or development, including those relating to the transaction with Brown, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of Panther, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents Panther files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on Panther's future results. The forward-looking statements included in this press release are made only as of the date hereof. Panther cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Panther undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by Panther.