NEW YORK, Aug. 23, 2006 (PRIMEZONE) -- Organetix Inc. (OTCBB:OGTX) has today disclosed that AMMA Corporation and other shareholders (collectively, "Sellers") of Organetix, Inc. ("Company") have entered into a stock purchase agreement with Lusierna Asset Management, Ltd. as agent for various purchasers ("Stock Purchase Agreement"), whereby the Sellers shall sell approximately 60% of the Company's total common shares outstanding. The closing of the Stock Purchase Agreement will result in a change of control.
As consideration for the Shares and the assumption of all liabilities of the Company, the Sellers shall: (i) receive cash and (ii) an assignment of certain assets of the Company. The Company will not receive any sales proceeds or other consideration in connection with this transaction.
Pursuant to the Stock Purchase Agreement, prior to closing Mr. Brad Clarke and Mr. Robert Howell have agreed to resign from the current Organetix Board of Directors. Dr. David F. Hostelley has been appointed interim Director and officer of the Company by Lusierna Asset Management ("Agent").
During this period prior to closing, the representative of the Purchasers are committed to identifying strategic acquisitions to restore and enhance shareholder value. As material developments occur, shareholders shall be notified in a timely manner.
This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, statements regarding benefits of the proposed acquisition and other forward-looking terminology such as "may," "expects," "believes," "anticipates," "intends," ," "projects" or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions which are subject to change. Accordingly, there can be no assurance that actual results will meet expectations and actual results may vary (perhaps materially) from certain of the results anticipated herein.