2013-01-15 18:54:16 -
TORONTO, ONTARIO -- (Marketwire) -- 01/15/13 -- Biologix Hair Inc. (OTCBB:TGPO) (OTCQB:TGPO) of Nevada, formerly T&G Apothecary Inc., announces the filing of a Super 8K with the Securities and Exchange Commission detailing the closing of its share exchange agreement with Biologix Hair Inc. of Florida and the completion of the acquisition.
Ron Holland, Biologix Director and CEO, stated, "We are pleased to have this important transaction completed. The expanded opportunity for Biologix and its subsidiaries to access capital markets for ongoing financing should better enable us to rapidly advance both the regulatory approval process for the Biologix Hair Therapy System(TM) and to continue to develop a global network of clinicians seeking to administer our groundbreaking hair loss therapy, if and when approvals are forthcoming."
Reverse Acquisition Timeline
On November 23, 2012 Biologix Nevada entered into a share exchange agreement with Biologix Hair Inc., ("Biologix Florida"), a Florida corporation, and its shareholders. Pursuant to the terms of the share exchange agreement, Biologix Nevada agreed to acquire all of the issued and outstanding shares of Biologix Florida's common stock in exchange for the issuance by Biologix Nevada of 26,430,000 post-split shares of common stock to the shareholders of Biologix Florida.
On December 13, 2012 Biologix Nevada effected a forward split of its issued and outstanding shares on a 7 new for 1 old basis, increased its authorized capital to 900,000,000 shares, with $0.001 par value, and changed its name from T & G Apothecary, Inc., to Biologix Hair Inc. The name change, the increase of authorized capital and the forward stock split of Biologix Nevada's issued and outstanding shares of common stock were approved on November 16, 2012 by 57.47% of the holders of Biologix Nevada's common stock by way of a written consent resolution. We expect that FINRA will provide Biologix Nevada with a new ticker symbol, one which better reflects our new name, by January 24, 2013.
On January 9, 2013 Biologix Nevada closed the share exchange by issuing the required 26,430,000 post-split common shares to the Biologix Florida shareholders. Concurrently our director and officer, Lilia Roberts, cancelled 30,700,000 and transferred 3,300,000 of her 35,000,000 post-split shares of our stock. As a result of these transactions and the closing of the share exchange with Biologix Florida, Biologix Nevada has 56,630,000 issued and outstanding common shares.
The reverse acquisition was accounted for as a recapitalization effected by a share exchange, wherein Biologix Florida is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.
To read the full Super 8K SEC filing please visit www.sec.gov.
About Biologix Hair Inc. and Biologix Hair Science Ltd.
Biologix Hair Inc. (Biologix Hair), together with its wholly owned biotechnology subsidiary, Biologix Hair Science Ltd. (TM) (BHS), is focused on realizing the full market potential for its patent-pending hair loss formula - Biologix Revive - and its demonstrated ability to prevent and reverse the effects of alopecia, which plagues hundreds of millions worldwide.
Between mid-2004 and mid-2012, more than 30,000 pre-clinical-trial treatments of Biologix Revive were administered to 5,000-plus patients in South America suffering with varying degrees of alopecia, as well as people seeking preventive treatment. The participating treatment clinicians subjectively observed and reported that virtually 100% of preventive care clients continued to retain their healthy hair and an estimated 80-85% of the males and 90-plus% of the females treated for hair regeneration experienced significant regrowth of their own natural hair. And among alopecia areata patients, virtually total hair regrowth was observed in 100% of the cases. To date, no negative side effects have been reported.
BHS is currently focused on obtaining FDA approval for its breakthrough hair-loss prevention and regeneration drug formulation, while simultaneously developing a global distribution network of licensed clinicians and medical practitioners seeking to obtain exclusive territorial purchasing and treatment rights for the Biologix Hair Therapy System(TM).
On May 11, 2012, Venable LLC, the Washington-based law firm overseeing the worldwide IP and regulatory approval processes on behalf of BHS, filed a Patent Cooperation Treaty (PCT) application on behalf of BHS for Biologix Revive in Geneva, Switzerland. The PCT is an international treaty, administered by the World Intellectual Property Organization (WIPO), to which 144 countries have as of now contracted, including Canada and the United States.
Following the filing of the PCT application, BHS initiated a research and development program with one of the world's leading medical research universities, the Beijing Institute of Technology (BIT). The R&D program, expected to take approximately twelve months to complete, is an important final step before formal clinical trials and the FDA approval process begins.
Biologix management is determined to be in a ready position to capitalize on the high-margin sales potential of the Biologix Hair Therapy System(TM), if and when FDA and other major market approvals are forthcoming.
As BHS advances the regulatory approval process, Biologix Hair, together with wholly owned subsidiary companies owned and operated by BHS, are rapidly developing a global distribution network of licensed clinicians and medical practitioners seeking to obtain the certified Biologix Hair Therapy Center(TM) designation and with it exclusive territorial purchasing and treatment rights for the Biologix Hair Therapy System(TM).
Biologix Hair has decided not to risk creating any potential regulatory conflicts by offering treatment outside the United States and other major high-product-margin markets until FDA approval has been granted, which may or may not be forthcoming. Therefore, the Biologix Hair Therapy System(TM) is not yet available; other than to the 5,000+ patients who participated in the pre-clinical-trials conducted in South America.
To learn more about Biologix Hair Inc. and Biologix Hair Science Ltd., visit our website at www.biologixhair.com : www.biologixhair.com
This announcement is not an offer to sell any Biologix Hair Inc. ("Biologix") securities. Offers for any given security are made only through applicable offering circulars and related documents filed with the SEC pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934. Certain statements contained herein and subsequent oral statements made by and on behalf of Biologix may contain "forward-looking statements". Such forward-looking statements are identified by words such as "intends," "anticipates," "believes," "expects" and "hopes" and includes, without limitation, the development of treatment centers and approval from regulatory authorities. Forward-looking statements express our expectations or predictions of future events or results. They are not guarantees and are subject to many risks and uncertainties. There are a number of factors beyond our control that could cause actual events or results to be significantly different from those described in the forward-looking statements. Any or all of our forward-looking statements in this report or in any other public statements we make may turn out to be wrong. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise. In Canada, Europe and the United States, the Biologix treatment is not approved for use by Health Canada, EMA or the FDA. The company makes no representations that it will receive Health Canada, EMA or FDA approvals.
Biologix Hair Inc.
Toll Free: +1 855.292.8585
Phone: +1 902.801.7920 CorporateCommunications@BiologixHair.com