SOURCE: Xpention Genetics, Inc.

August 12, 2008 17:02 ET

Xpention Genetics Announces Plans for Reverse Stock Split and Name Change as Prelude to New Investment

CONIFER, CO--(Marketwire - August 12, 2008) - Xpention Genetics, Inc. (OTCBB: XPNG) today announced that a majority of its shareholders approved a proposal to authorize the Board, in its discretion, to effect a reverse split of Xpention's issued and outstanding common stock at a ratio ranging from one-for-ten to one-for-twenty without further action by shareholders and to change the name of the company to Cancer Detection Corporation. As of the end of business on July 24, 2008, there were approximately 96.5 million shares of Xpention's common stock outstanding. The reverse split will not change the number of shares of Xpention's preferred stock authorized, which will remain at 10 million.

The Company has recently retired $100,000 of convertible debt via conversion into equity. As a result, the Company is limited in its ability to obtain the additional equity capital necessary to continue its research activities as substantially all authorized shares of common stock have been issued. The purpose of the reverse split is to decrease the number of outstanding shares, thereby permitting the Company an opportunity to raise additional capital. Initially, the reverse split would not affect any individual stockholder's percentage ownership interest in the Company; however, if the Company is successful in raising additional equity capital the percentage ownership interest of any individual stockholder would be reduced. The purpose of the name change is to better reflect the Company's business. The Company has received conditional commitments for additional equity capital from two existing stockholders and plans to use the funds primarily for research activities, including validation of its primary technology.

David Kittrell, President and CEO, commented, "The ability to raise additional equity capital to fund our ongoing research, including the validation of our licensed p65 technology, is critical to our ability to execute our business plan to commercialize this technology. The Board believes that it is in the best long-term interest of the Company and our stockholders to raise the additional capital necessary to continue our research activities which, if successful, would improve both the Company's value as well as each individual stockholder's investment despite having a reduced ownership percentage of the Company. We are encouraged that two of our existing stockholders have tentatively agreed to increase their investment into the Company to fund the research necessary for us to move forward toward the goal of producing cancer detection tests for canines and humans. Our name change will more accurately depict our mission and may broaden our stock's appeal to a wider range of investors."

Treatment of Stock Options, Warrants and Convertible Notes

The number of common shares into which any of Xpention's outstanding stock options, warrants and convertible notes are convertible, as well as the relevant exercise or conversion price per share, will be proportionately adjusted to reflect the reverse split.

Fractional Shares

Xpention will not issue any fractional shares of its common stock as a result of the reverse split. Instead, the company will round up any fractional interest to the next whole number of shares. No shareholder will receive less than one share of common stock after the reverse split.

Obtaining New Stock Certificates

Xpention will adopt a new stock certificate in connection with the implementation of the reverse split.

Holladay Stock Transfer, Inc. has been retained to manage the exchange of stock certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their certificates as soon as practicable following the effectiveness of the reverse split. Shareholders who hold their shares in "street name," will be contacted by their banks or brokers with any instructions. For further information, shareholders and securities brokers should contact Holladay at 480-481-3940.

About Xpention Genetics, Inc.

Xpention Genetics, Inc. is a biotechnology company that was formed to develop both immunological and molecular tests for cancer detection in animals and humans as well as therapeutic vaccines and other treatment methods. Xpention Inc., a wholly owned subsidiary of Xpention Genetics, Inc. and The University of Texas M. D. Anderson Cancer Center signed a Patent and Technology License Agreement granting Xpention the exclusive rights to patented technology for the detection of cancer based on a tumor marker known as p65, which has been demonstrated to have elevated levels in the blood of canine and human cancer conditions.

This press release contains forward-looking statements, which are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "intends," "believes," and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, the ability to secure additional sources of finance, the ability to reduce operating expenses, and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statement due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

Contact Information

  • Contact:
    Trevor Justus
    Windfall Communications, LLC