NEW YORK (GenomeWeb News) – Arrayit Corp. today said that its majority-owned subsidiary Arrayit Diagnostics has filed a Form S-1 with the US Securities and Exchange Commission, which would allow it to become an independently traded company.
Upon going public, holders of every 3.34 shares of Arrayit Corp. stock will receive one share of Arrayit Diagnostics stock. Arrayit Corp.'s board approved the spin out of the diagnostics business late last year.
In total, more than 30.1 million shares are being registered at a maximum offering price of $1.00 per share. Of that, more than 19.3 million shares are being offered to shareholders of Arrayit Corp., based in Sunnyvale, Calif.
Last month, American Equity Fund committed to purchasing up to $8 million of Arrayit Diagnostics' stock. The S-1 filed today also relates to the resale of up to 10.8 million shares of Arrayit Diagnostic stock, of which AEF has agreed to purchase about 10.7 million shares, and another 125,000 shares have been issued as a commitment fee pursuant to the $8.0 million deal. AEF may sell the shares, though Arrayit Diagnostics will not receive any proceeds from the resale of the shares by AEF.
"Upon approval of this registration statement by the SEC, [Arrayit Diagnostics] will be spun off from [Arrayit Corp.], allowing us to proceed with the previously announced financing agreement," John Howell, president and CEO of Arrayit Diagnostics, said in a statement. "We are confident that our efforts to commercialize our proprietary diagnostic tests will be achieved."
Arrayit Corp. CEO Rene Schena added, "The accretive benefits to our shareholder base, by granting them ownership in an additional public company enables them to benefit from two distinct revenue streams."
The spin-out of Arrayit Diagnostics is anticipated to be completed on Jan. 15, 2013.