Across America Financial Services Completes Acquisition of Apro Bio Pharmaceutical Corporation
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DENVER, CO, Apr 20 (MARKET WIRE) --
Across America Financial Services, Inc. (AAFS) (OTCBB: AAFS) has
completed the acquisition of Apro Bio Pharmaceutical Corporation
("Apro"), a developmental stage biopharmaceutical company.
As the licensee of a number of issued and pending patents from the
University of Colorado, Apro has been advancing several broad spectrum
therapeutics targeting bacterial and viral diseases, biohazards, and
transplant rejection. Upon shareholder approval, AAFS plans to change its
name to "Omni Bio Pharmaceutical, Inc." in order to better reflect the
company's new direction.
In conjunction with the acquisition, AAFS raised $1.87 million in gross
proceeds (prior to fees), which was led by an institutional investor.
Bathgate Capital Partners LLC of Greenwood Village, Colorado acted as the
placement agent and financial advisor to Apro in regard to the
transaction.
The company also announced a number of management changes. Dr. Charles A.
Dinarello has been appointed as acting chief executive officer of AAFS.
Dr. Dinarello is a professor of medicine at the University of Colorado
School of Medicine and recipient of numerous awards for his work on
cytokines. In January 2009, the Royal Swedish Academy of Sciences awarded
Dr. Dinarello the coveted Crafoord Prize for his pioneering work in
isolating interleukins, determining their properties and exploring their
role in the onset of inflammatory diseases.
Vicki D.E. Barone, a senior managing partner of Bathgate Capital Partners
LLC, has become the chairperson of the board, and Edward C. Larkin was
appointed interim chief financial officer. A new board of directors will
be appointed following the company's compliance with standard SEC
disclosure requirements.
The company's core technology is based on discoveries at the University of
Colorado involving alternative uses of substances already approved for
clinical use. The laboratory of Dr. Leland Shapiro at the University of
Colorado Denver has pioneered this novel drug application and development.
Dr. Shapiro, who will continue as a member of the company's scientific
advisory board, is a practicing clinician in the treatment of infectious
diseases and general internal medicine, as well as a basic and clinical
science investigator. He has won several awards for his contributions to
research and clinical teaching.
"This merger establishes the early stage resources and platform that
allows us to focus our efforts on commercializing the broader application
of existing FDA-approved drugs," said Dr. Dinarello. "The funding allows
us to continue laboratory and animal testing on our targeted therapeutics
and potentially begin human clinical trials for certain applications,
provided appropriate regulatory approvals are attained."
The company completed the acquisition of Apro pursuant to the terms of the
Agreement of Merger and Plan of Reorganization, as amended (the "Merger
Agreement") among the company, Apro and Across America Acquisition Corp.
("AAAC"), a Colorado corporation and a wholly-owned subsidiary of AAFS.
Under the terms of the Merger Agreement, AAAC was merged into Apro and
Apro became a wholly-owned subsidiary of AAFS and changed its name to
Omni Bio Operating, Inc. The shareholders of Apro were issued a total of
18,210,295 shares of the company's common stock in exchange for their
Apro shares. In addition, the company assumed all of the outstanding
options and warrants to purchase shares of common stock of Apro.
Following the merger and related transactions, there are now 23,764,567
shares of the company's common stock outstanding, with 76.6% of these
shares held by former shareholders of Apro.
About Omni Bio Operating (Formerly Apro Bio Pharmaceutical Corporation)
Omni Bio Operating, Inc. of Greenwood Village, Colorado, was formed to
acquire, license, and develop existing novel therapies which have
substantial commercialization potential. The company has secured three
licensing agreements with the University of Colorado Denver which include
various patent applications related to the composition of matter and
method of use for treating bacterial infection such as bacterial
pneumonia, tuberculosis and anthrax; an issued patent for treatment of
various forms of viral infection like HIV, influenza and potentially the
"bird flu"; and more recently a patent application related to the method
of use and treatment of cell and graft rejection.
About Across America Financial Services
Across America Financial Services Inc. has been operating as a
development-stage company, trading under the symbol "AAFS" on the OTC
Bulletin Board.
Regarding Forward-Looking Statements
Statements in this document regarding future financial, scientific or
operating results, future development programs, the development and
commercialization of new supplier, partner or customer contracts, the
commitment of suppliers and future opportunities for AAFS, and any other
statements about the future expectations, beliefs, goals, plans, or
prospects expressed by management constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact
(including but not limited to statements containing the words "will,"
"believes," "plans," "anticipates," "expects," "estimates," and similar
expressions) should also be considered to be forward-looking statements.
There are a number of important factors that could cause actual results or
events to differ materially from those indicated by such forward-looking
statements, including: variations in results of animal or human clinical
trials, engineering and material costs, development costs, the
availability of future financing on terms that are acceptable to AAFS,
other general costs and expenses; the ability to retain key personnel;
the company's ability to successfully execute its business strategies;
the levels and availability of government sponsored research programs
including possible funding from the Project Bio-Shield Act of 2004 and
the Pandemic and All Hazards Act of 2006; lack of commercial revenues;
delays in the possible development of a commercial market for products
due to FDA restrictions or requirements to increase our levels of
clinical testing; our reliance on a limited number of suppliers for raw
materials used in products; shortages of raw materials; competitive
conditions in the industry; business cycles affecting the markets in
which AAFS conducts business; and economic conditions generally.
Additional risk factors may be found in the company's Form 8-K filing
dated March 31, 2009 and in other documents filed by AAFS with the
Securities and Exchange Commission.
Forward-looking statements are based on the beliefs, opinions, and
expectations of the company's management as of the date of this press
release, and AAFS does not assume any obligation to update its
forward-looking statements if those beliefs, opinions, expectations, or
other circumstances should change.
Company Contact:
Edward C. Larkin
Interim Chief Financial Officer
Omni Bio Operating, Inc.
Tel 303-867-3415
Copyright 2009, Market Wire, All rights reserved.
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