PILOTUI
Junior Member

just came out:

CLX Medical, Inc. Announces Agreement to Close Acquisition of the ThyroTest(R) Rapid Screening Device
Agreement Paves the Way for Cashless Close Expected Within the Next 10 Days
MURRIETA, CA -- (Marketwire) -- 11/06/08 -- CLX Medical, Inc. (OTCBB: CLXN), which is focused on the marketing and distribution of unique medical diagnostic testing products, today announced the signing of an amendment to its agreement to purchase the ThyroTest® product, which will allow CLX to close the acquisition through the issuance of preferred stock and a note in the amount of $750,000.

ThyroTest® is a rapid thyroid stimulating hormone (TSH) screening device used for the detection of hypothyroidism in adults, a common thyroid disease. CLX entered into a definitive agreement with ThyroTec, LLC, the developer of the ThyroTest® device, on September 8, 2008.

ThyroTest® is FDA cleared and has also achieved CLIA waived status, so the test can be administered in the more than 100,000 CLIA waived doctors' offices in the U.S., as well as in any non-waived laboratory.

Terms of the amendment to the definitive agreement include the issuance to ThyroTec of Series C Convertible Preferred Shares of CLX Medical and a note in the amount of $750,000 at 6% interest for a term of 30 months, secured by the assets of the corporation. During the period of the note or until the principal is paid in full, CLX agrees to pay to ThyroTec a royalty of 10% of net sales of the ThyroTest® product.

An escrow will be established, into which the technology, the $750,000 note and the 750,000 shares of Series C Preferred Shares will be deposited. The opening of the escrow will be considered the closing, which is expected to be completed by November 14, 2008.

"We are pleased to enter into this agreement, which allows CLX to close the acquisition of ThyroTest® without raising additional capital for the close," commented Vera Leonard, chief executive officer of CLX Medical. "We look forward to a fast close under the terms of this amended agreement, so we can move forward with the execution of our post-acquisition marketing and distribution plan for ThyroTest®."