VeriChip Corporation (“VeriChip”) (NASDAQ: CHIP) and its
development partner RECEPTORS LLC, a technology company whose
AFFINITY by DESIGN™ chemistry platform can be applied to the
development of selective binding products, announced today further
scientific and technology details of the development of Phase II of
its in vivo glucose-sensing RFID microchip. The goal of Phase II is
to develop a proof-of-principal sensing system consisting of a
Combinatorial Artificial Receptors Array (CARA™) modified support
and its complementary fluorophore labeled synthetic competitor
agent. The companies expect that this sensing system will
demonstrate a glucose concentration response in model blood and
interstitial fluid matrices.
Phase II is expected to be completed in the second quarter of
2010 and will build on Phase I, which successfully demonstrated the
bench-top format application of the glucose-sensing system to the
detection of glucose levels. Phase II will include expanding on the
synthetic competitor agent and CARA binding environment preparation
and screening protocols using optimized array and bead workflows.
The companies expect that it will optimize candidate
glucose-sensing systems for sensitivity and selectivity
incorporating model matrices into the screen and workflow process.
The companies also expect that Phase II will optimize binding
environment and competitor agent synthesis, incorporate cut-off
membrane technology and demonstrate a bench-scale fluorescence
system prototype.
Robert E. Carlson, Ph.D., President and Chief Science Officer at
RECEPTORS LLC, said, "The success of the Phase I proof-of-concept
study laid the foundation for the development of a stable and
sensitive glucose sensing system. Phase II will build on that
success by focusing on the development of a bench scale system
prototype that incorporates all of the critical components
necessary to demonstrate glucose sensing in the presence of model
blood and interstitial fluid matrices. We believe the product of
Phase II will be a fully functional, bench scale prototype of the
glucose sensing system."
The companies believe their closed cycle glucose-sensing system
will succeed where other in vivo glucose-sensing device development
programs have failed due to several critical factors:
- the CARA™ and competitor agent
components are being built from stable synthetic (versus
biomolecule) building blocks;
- the closed-cycle sensing system
will not require any external materials or reagents, this is a
direct consequence of RECEPTORS' stable binding and competitor
technology platforms;
- the closed-cycle sensing system
has been designed around components that incorporate biocompatible
functionality as an integral part of the sensing system, not as an
afterthought or add-on; and
- the competitor agents have been
designed to maximize mass change on glucose binding as a foundation
for effective signal transduction and, as a consequence, operation
of the electronics and the in vivo device.
According to the American Diabetes Association, there are 23.6
million people in the United States, or 8 percent of the
population, who have diabetes. Furthermore, the total prevalence of
diabetes increased 13.5 percent from 2005 to 2007. The successful
development and commercialization of VeriChip's glucose-sensing
microchip could negate the need for diabetics to draw blood samples
multiple times each day to read their blood glucose levels.
Instead, VeriChip believes that patients implanted with the
glucose-sensing microchip, if successfully developed, could get a
rapid reading of their blood sugar with a simple wave of a handheld
scanner.
On October 7, 2009, VeriChip announced it received an exclusive
license to RECEPTORS' Patent No. 7,504,364 titled "Methods of
Making Arrays and Artificial Receptors" and Patent No. 7,469,076
"Sensors Employing Combinatorial Artificial Receptors," to use in
conjunction with VeriChip's Patent No. 7,125,382 entitled "Embedded
Bio-Sensor System," to develop an in vivo glucose-sensing RFID
microchip.
The partners published a white paper in December 2007 entitled,
"Development of an Implantable Glucose Sensor," which is available
at www.verichipcorp.com.
About RECEPTORS LLC
RECEPTORS LLC develops SMART MATERIALS products for laboratory,
clinical, industrial hygiene and healthcare use that selectively
capture and measure chemical, biochemical and cellular targets from
complex biological, environmental or industrial samples. The
Company's patented AFFINITY by DESIGN™ platform has broad
applicability, ranging from the isolation of disease pathway
proteins for drug discovery and production of therapeutic
antibodies, to the capture of bacteria and viruses for disinfection
and diagnostic purposes. RECEPTORS LLC is a private company based
in suburban Minneapolis, Minnesota. For further information please
visit http://www.receptorsllc.com.
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida,
has developed the VeriMed™ Health Link System for rapidly and
accurately identifying people who arrive in an emergency room and
are unable to communicate. This system uses the first
human-implantable passive RFID microchip and corresponding personal
health record, cleared for medical use in October 2004 by the
United States Food and Drug Administration.
On September 8, 2009, VeriChip Corporation announced it agreed
to acquire Steel Vault Corporation (OTCBB: SVUL) to form PositiveID
Corporation. PositiveID will provide identification technologies
and tools to protect consumers and businesses. The companies expect
the merger to close in the fourth quarter of 2009.
For more information on VeriChip, please call 1-800-970-2447, or
e-mail info@verichipcorp.com. Additional information can be found
online at www.verichipcorp.com.
Statements about VeriChip’s future expectations, including the
expectation that Phase II will demonstrate a glucose concentration
response in the presence of blood and interstitial fluid matrix
components, the ability of the glucose-sensing microchip being
developed with partner RECEPTORS LLC to eliminate the need for
millions of diabetics to prick their fingers multiple times per day
and get a rapid reading of their blood sugar with a simple wave of
a handheld scanner, the likelihood that Phase II will be completed
in the second quarter of 2010, the ability of RECEPTORS LLC to
complete the Phase II goal, the expectation that Phase II will
optimize candidate glucose-sensing systems for sensitivity and
selectivity incorporating model matrices into the screen and
workflow process and also optimize the binding environment and
competitor agent synthesis, incorporate cut-off membrane technology
and demonstrate a bench-scale fluorescence system prototype, the
belief that the product of Phase II will be a fully functional,
bench scale prototype of the glucose sensing system, the
expectation that RECEPTORS' closed cycle glucose sensing system
will succeed, and all other statements in this press release other
than historical facts are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934, and as that term is defined
in the Private Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties and are subject to
change at any time, and VeriChip’s actual results could differ
materially from expected results. These risks and uncertainties
include the Company’s ability to successfully develop and
commercialize the microchip, the market acceptance of the
microchip, the Company’s and RECEPTORS’ ability to develop a
microchip, the validity, scope and enforceability of the Company’s
patents and those related to the microchip, the protection afforded
by the Company’s patents and those related to the microchip, the
Company’s ability to complete the development phases in certain
time frames, government regulations relating to the microchip, the
Company’s ability to fund the continued development of the
microchip, the timing and success of submission, acceptance and
approval of required regulatory filings; as well as certain other
risks. Additional information about these and other factors that
could affect the Company’s business is set forth in the Company’s
various filings with the Securities and Exchange Commission,
including those set forth in the Company’s 10-K filed on February
12, 2009, under the caption “Risk Factors.” The Company undertakes
no obligation to update or release any revisions to these
forward-looking statements to reflect events or circumstances after
the date of this statement or to reflect the occurrence of
unanticipated events, except as required by law.
Additional Information and Where to Find It
On September 8, 2009, VeriChip and Steel Vault issued a joint
press release announcing the signing of an Agreement and Plan of
Reorganization, among VeriChip, Steel Vault and VeriChip
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of VeriChip (the “Acquisition Subsidiary”), pursuant to
which the Acquisition Subsidiary will be merged with and into Steel
Vault, with Steel Vault surviving and becoming a wholly-owned
subsidiary of VeriChip (the “Merger”). Upon the consummation of the
Merger, each outstanding share of Steel Vault’s common stock will
be converted into 0.5 shares of VeriChip common stock.
In connection with the Merger, VeriChip filed with the
Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that will contain a Joint Proxy Statement/Prospectus of
VeriChip and Steel Vault. Investors and security holders are urged
to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully because they contain important
information about VeriChip, Steel Vault and the proposed
transaction. The Joint Proxy Statement/Prospectus and other
relevant materials (when they become available), and any other
documents filed with the SEC, may be obtained free of charge at the
SEC’s web site (www.sec.gov). In addition, investors and security
holders may obtain a free copy of other documents filed by VeriChip
or Steel Vault by directing a written request, as appropriate, to
VeriChip at 1690 South Congress Avenue, Suite 200 Delray Beach,
Florida 33445, Attention: Investor Relations, or to Steel Vault at
1690 South Congress Avenue, Suite 200 Delray Beach, Florida 33445,
Attention: Investor Relations. Investors and security holders are
urged to read the Joint Proxy Statement/Prospectus and the other
relevant materials before making any voting or investment decision
with respect to the proposed transaction.
VeriChip, Steel Vault and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of
VeriChip is also included in VeriChip's Form 10-K, which was filed
with the SEC on February 12, 2009. Additional information regarding
the directors and executive officers of Steel Vault is also
included in Steel Vault's proxy statement (Form DEF 14A) for
the 2009 annual meeting of Steel Vault's stockholders, which was
filed with the SEC on February 9, 2009, as amended. These documents
are available free of charge at the SEC’s website (www.sec.gov) and
by contacting Investor Relations at the addresses above.
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