SAN FRANCISCO, Oct. 30, 2015 (GLOBE NEWSWIRE) — CollabRx, Inc. (“CollabRx”) (NASDAQ:CLRX) announced today it held its Special Meeting of Stockholders to approve the following proposals: (1) the issuance of shares of CollabRx common stock and other securities exercisable or convertible for shares of CollabRx common stock in connection with the proposed merger with Medytox Solutions, Inc. (“Medytox”); (2) an amendment to the CollabRx Certificate of Incorporation, as amended, to effect a reverse split of CollabRx’s common stock at a specific ratio from 1-for-2.5 to 1-for-10, to be effected immediately prior to the effective time of the merger; (3) an amendment to CollabRx’s Certificate of Incorporation to increase the number of authorized shares of CollabRx common stock from 50,000,000 to 150,000,000 shares, effective as of the effective time of the merger; (4) an amendment to the CollabRx 2007 Incentive Award Plan to increase the number of shares authorized to be issued under the plan and to increase the maximum number of shares any one individual may receive in any calendar year, effective as of the effective time of the merger; (5) to vote upon in an advisory (non-binding) basis the “golden parachute” compensation that may become payable to CollabRx’s named executive officers in connection with the Merger Agreement as required by Item 402(t) of Regulation S-K and Section 14A(b) of the Securities Exchange Act of 1934, as amended; and (6) the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals.
At the Special Meeting, all proposals other than Proposal 3 (increase in the number of authorized shares of CollabRx common stock) were approved by CollabRx’s stockholders. CollabRx’s board and management believe that that the failure of Proposal 3 will not affect CollabRx’s ability to complete the merger with Medytox. NASDAQ has approved for listing the shares of common stock being issued. CollabRx’s board and management expect the closing of the Merger, which is conditioned upon the satisfaction or waiver of certain closing conditions, to be completed on Monday, November 2, 2015. Assuming completion of the transaction, the combined company will be known as Rennova Health, Inc. and trade under the symbol “RNVA” beginning at market open on November 3, 2015.
Participants in Solicitation
CollabRx and its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from CollabRx stockholders with respect to the merger. Information about CollabRx’s directors and executive officers is available in CollabRx’s annual report on Form 10-K for the fiscal year ended March 31, 2015. Additional information about the interests of potential participants is included in the registration statement and proxy statement and other materials filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, or by going to CollabRx’s Investors page on its corporate website at www.collabrx.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CollabRx has filed a registration statement on Form S-4, including a joint proxy statement of CollabRx and Medytox, and other materials with the SEC in connection with the Merger. We urge investors to read these documents because they contain important information. Investors may obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about Medytox and CollabRx, at www.sec.gov, the SEC’s website, or by going to CollabRx’s Investors page on its corporate website at www.collabrx.com.
About CollabRx, Inc.
CollabRx, Inc. (NASDAQ:CLRX) is a recognized leader in cloud-based expert systems to inform healthcare decision-making. CollabRx uses information technology to aggregate and contextualize the world’s knowledge on genomics-based medicine with specific insights from the nation’s top cancer experts, starting with the area of greatest need: advanced cancers in patients who have effectively exhausted the standard of care. More information may be obtained at http://www.collabrx.com.
Safe Harbor Statement
This press release includes forward-looking statements about CollabRx’s anticipated results that involve risks and uncertainties. Some of the information contained in this press release, including, but not limited to, statements as to industry trends and CollabRx’s plans, objectives, expectations and strategy for its business, contains forward-looking statements that are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. Important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in filings made by CollabRx with the Securities and Exchange Commission. CollabRx undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances. The potential business combination referenced in this press release is subject to customary conditions. We cannot assure you that the contemplated business combination will be consummated.
Thomas R. Mika
President & CEO