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Exhibit 99.1
[BIONUTRICS LOGO]
Bionutrics, Inc. Investor Relations:
Xxxxxx X. Xxxx, Ph.X. Xxxxxxx Associates
Chairman, President, CEO Xxxxxxx Xxxx
602.508.0112 212.245.8800
xxx.xxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx
BIONUTRICS, INC. SIGNS STOCK PURCHASE AGREEMENT:
RECEIVES INVESTMENT COMMITMENT FROM PHARMACEUTICAL MARKETING SERVICES FIRM
AUGUST 28, 2001 - BIONUTRICS, INC., (NASDAQ:BNRX) announced today that it has
entered into a stock purchase agreement with Pharmaceutical Marketing Brands,
Inc. (PMB), of Woodbridge, NJ. The sale of stock is subject to the terms and
conditions to closing which will require PMB or its designees to purchase a 49%
interest in the Company for $5 million and receive options for 5,000,000 shares
at $1.00 per share. The closing is anticipated to take place on or before
October 15, 2001 and is subject to shareholder approval, a fairness opinion, and
a reconstitution of the Board of Directors such that a majority will be
designees of PMB. A Form 8-K will be filed with the Securities and Exchange
Commission.
Xxxxxx X. Xxxx, Ph.D., Bionutrics' Chairman & CEO, stated, "Pharmaceutical
Marketing Brands, Inc. will provide much more than funding to Bionutrics. PMB
will have the capabilities to assist our team in commercializing many of our
patented and proprietary products, and technology currently under development.
PMB will have the ability to actively support and even expand upon our existing
vision by helping Bionutrics navigate the challenging and sometimes competitive
arena of corporate partnering and co-promotion with big Pharma. Our goal and
opportunity is to make Bionutrics a full-spectrum biopharmaceutical company,
while at the same time, expand as a serious participant in the pharmaceutical
marketing services industry."
At the present time Bionutrics has 32 worldwide patents issued and has 55
pending US and foreign patent applications, covering many different aspects of
The Company's product development strategy ranging from novel chemical
compositions to unique processing methods. The Company's research and
development strategy has been to create proprietary products with specific and
sustainable benefits for strategic partners and consumers.
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Xx. Xxxx continued, "In one move, PMB provides Bionutrics with manpower and
strategic marketing resources in addition to the capital to grow the Company. We
are very pleased to have a strategic investor like PMB."
Xxxxx Xxxxxx, Chairman of PMB and CEO of HealthSTAR Communications, Inc.
remarked, "We are confident that the team we will assemble will be able to
capitalize on the market opportunities for Bionutrics' products and technology.
Through this investment by PMB, Bionutrics expects to secure a strategic
relationship with HealthSTAR Communications, Inc., one of the largest
pharmaceutical marketing services companies in the world. HealthSTAR
Communications, Inc., has capabilities ranging from market research through most
aspects of the product-marketing life cycle, which can assist Bionutrics in
commercializing its products and technologies. The proposed investment in
Bionutrics is earmarked to fund a number of transactions that will further
expand our marketing services capabilities, all of which will support
Bionutrics' products and technology development activities".
As part of the proposed transaction, PMB will designate a new management team
for Bionutrics who will be entitled to receive options for up to five million
shares of stock. PMB, its designees and management will control a majority of
Bionutrics' outstanding shares.
The Closing of the transaction is subject to the satisfaction of certain
contingencies, including, but not limited to the re-listing of Bionutrics' stock
as well as satisfactory due diligence by PMB.
Bionutrics Third Quarter Results: Bionutrics, Inc. reports a preliminary net
loss for the third quarter of 2001 of $663,842 with a net loss per share of .14
for the quarter based on an average number of outstanding common shares of
4,592,836. The Company will report current assets at quarter-end of $105,368,
total assets of $2,988,379 and total liabilities of $1,691,674. Additionally,
the Company has requested that the Nasdaq Listing and Hearing Review Council
review its July 18, 2001 decision to delist the Company's securities. The
Listing Council will likely issue its decision after its meeting in October.
Pharmaceutical Marketing Brands, Inc. of Woodbridge, NJ, was established as a
marketing services company that expects to provide a broad range of marketing
services to pharmaceutical and other healthcare companies, including strategic
planning, market planning, public relations, sales promotion and full service
advertising agency services. Additionally, through Bionutrics, PMB intends to
pursue a number of other initiatives and acquisitions that will assist
pharmaceutical manufacturers in marketing their products.
Bionutrics is a biopharmaceutical company founded to discover and develop novel
biologically active compounds derived from natural sources. Natural,
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biologically active compounds have potential applications as functional
nutrition ingredients as well as ethical drugs. Bionutrics is presently
developing proprietary nutrition ingredients and pharmaceutical products and
intends to market these products through strategic alliances and co-promotion
agreements.
The securities offered have not been registered under the Act and may not be
offered or sold in the U.S. absent registration or an applicable exemption from
registration requirements.
"Safe Harbor" statements under the Private Securities Litigation Reform Act of
1995: This release contains forward looking statements including but not limited
to, the Company's current expectations, belief, future plans and strategies,
anticipated events or trends concerning matters that are not historical facts.
Such forward-looking statements include, among others, statements of future
plans relating to the company's financing plans, business strategy and growth
strategy; statements specifically concerning the successful closing of the noted
stock purchase transaction with PMB, satisfying closing conditions of the PMB
transaction, addressing the Company's listing status with Nasdaq satisfactorily
to PMB, possible future marketing services capabilities, and strategic alliances
or co-promotion transactions. These statements are subject to risks and
uncertainties including product demand and market acceptance, new product
development, future research, reliance on key strategic alliances, availability
of raw materials, the regulatory environment and government approval processes,
fluctuations in operating results and other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission.
