Note A – Consolidation of Variable Interest Entity — Mycosol Investment
In March 2005, the Company sold 458,333 shares of Mycosol common stock to Mineola Holding Corporation for $500,000. Simultaneously, the Company purchased 687,500 shares of Mycosol common stock from Mycosol founding shareholders for $110,000 and 6,000,000 shares of Veridien common stock. The Veridien stock is valued at its fair market value of $300,000 and because Mycosol is consolidated as a variable interest entity, the $410,000 investment is shown as goodwill. The $500,000 amount is shown as an increase in minority interest. Veridien is committed to transferring the entire $500,000 to Mycosol for payment of Mycosol expenses. As of June 30, 2005 all $500,000 had been transferred. As of June 30, 2005 Veridien owned 35.69% of Mycosol, but Mycosol is consolidated since Veridien has control through its majority funding of Mycosol operations.
Also, during the first quarter of 2005, the Company sold 204,000 Mycosol warrants for accrued interest owed to debt holder(s) valued at $222,360. This amount increased the minority interest ownership of Veridien’s consolidated subsidiary, Mycosol.
secinfo.com
Veridien is developing new patentable products in concert with Mycosol, a company in which Veridien has invested and has the right to acquire majority ownership interest. Mycosol is a development-stage chemical and pharmaceutical company based in the Research Triangle Park area of North Carolina. The Company is developing a proprietary, low cost platform technology with the objective being to safely and effectively treat and prevent microbial-induced and microbial-exacerbated problems. Mycosol's proprietary multi-active compound has demonstrated potent anti-mold, anti-fungal, anti-bacterial, anti-inflammatory, and anti-allergic properties. Using this 'core technology' platform, a library of over 1,500 known analogs and 6 patents pending, Mycosol believes that a broad portfolio of products can be developed for many medical, industrial, veterinary and agricultural applications. Mycosol is also developing its core technology for use as safe and effective biological staining reagents in academic, biotechnology and pharmaceutical research laboratories.
veridien.com
Exhibit 10.37
INVESTMENT AGREEMENT
THIS AGREEMENT made effective as of the 4th day of March, 2005.
A M O N G:
Mineola Holding Corporation, a corporation incorporated under the laws of
Delaware.
(hereinafter referred to as "Investor")
OF THE FIRST PART
Veridien Corporation, a corporation incorporated under the laws of Delaware.
(hereinafter referred to as "Veridien")
OF THE SECOND PART
Mycosol, Inc., a corporation incorporated under the laws of Delaware.
(hereinafter referred to as "Mycosol")
OF THE THIRD PART
"AS TO ONLY THOSE PROVISIONS RELATING TO RIGHTS OR OBLIGATIONS OF MYCOSOL INC., OR ITS
WHOLLY-OWNED SUBSIDIARY, ELION MEDICAL, INC., AND, FOR GREATER CERTAINTY, NOT AS TO
ARTICLES 3, 5, 7 OR SCHEDULES 8.1 AND 8.2 OR , EXCEPT TO THE EXTENT A SPECIFIC CONSENT OF
MYCOSOL IS REQUIRED BY LAW, ARTICLE 12."
SCHEDULE 9.1
FULL DEVELOPMENT PLAN FOR REAGENT/DIAGNOSTIC PRODUCT
LINE USING MYCOSOL LEAD COMPOUND "M301" OR ONE
OR MORE OF ITS HOMOLOGS OR SISTER COMPOUNDS
--------------------------------------------------------------------------------
SCHEDULE 10.1
PATENTS AND PATENT APPLICATIONS
Published Patent Applications:
Publication /
Application Publication
Jurisdiction Number Date Title Status
United 20040224984 November 11, 2004 Methods of treating Published
States inflammations and
infections with
pyridium salts
United 20040235898 November 25, 2004 Compounds and Published
States methods for
controlling fungi,
bacteria and
insects
Patent WO 2004/078136 September 16, 2004 Pyridinium salts, Published
Cooperation compounds and
Treaty - methods of use
World
Omnibus
patent
application
Patent Applications Filed:
Jurisdiction File Number Filing Date Title Status
United States 60/524,784 December 17, 2004 Methods for Filed
controlling fungi
and bacteria
United States 60/636,952 December 22, 2003 Thiazolium Filed
compounds and uses
United States 60/635,461 December 10, 2004 Wide dispenser with Filed
wipe guide
United States 60/637,183 December 17, 2004 Stilbazium and Filed
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