AMDL said it is in compliance with AMEX
AMDL (Tustin, California), developer of tests for the detection of cancer and other diseases, said it has submitted to the American Stock Exchange (AMEX) a plan that brings the company into compliance with AMEX listing standards.
Highlights of an overview letter sent by Gary Dreher, CEO, to the AMEX include:
• The recently announced planned acquisition of Jade Pharmaceutical and its two Chinese subsidiaries will increase AMDL's net worth by an unaudited pro forma basis as of Dec. 31, 2005, of $6,186,582. AMEX had said that AMDL did not meet the $4 million stockholders' equity requirement with an audited net worth in December 2005 of $3,181,841. Additionally, in April AMDL completed a Regulation S and Regulation D private offering generating net proceeds of about $1.5 million.
• The preliminary proxy statement seeking shareholder approval of the acquisition is intended to be filed with the SEC around June 1, 2006. It is expected that the Jade acquisition will close within one business day after a meeting of AMDL's shareholders.
• AMDL intends to submit new data to the FDA for support of its application for clearance to market DR-70 under certain conditions in the U.S.
PainCare modifies compensation, files reports
PainCare Holdings (Orlando, Florida), a provider of pain-focused medical and surgical solutions and services, reported that certain members of its senior management team have waived about $1.6 million in bonuses earned, but not paid, over the past three years, and that the comany has modified its compensation arrangements for future periods.
”The revision of our compensation arrangements is an important step in continuing to drive growth and profitability for the benefit of our shareholders,” said Mark Szporka, PainCare's CFO.
PainCare also reported that it filed reports on Form 8-K with the SEC on May 8, disclosing that it had entered into agreements with Laurus Master Fund, Midsummer Investment, and Islandia providing for the cancellation of about 2.6 million warrants originally issued in connection with private placement transactions completed in 2003 and 2004 in return for around 1.3 million restricted shares of PainCare common stock. The closing of this transaction is subject to approval by the American Stock Exchange.
Additionally, Paincare disclosed that it had entered into a letter agreement with HBK Investments, PCRL Investments and Del Mar Master Fund providing for the one-time waiver of compliance with certain terms of its debt facility in exchange for a payment of $300,000.
”By taking these actions, it was our goal to allow investors to clearly see the operating performance of our pain-focused physician practices, surgery centers and other profit centers without the impact of quarterly derivative accounting for the warrants we cancelled,” said CEO Randy Lubinsky.