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| [November 20, 2012] |
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Viral Genetics Announces Details of Corporate Restructuring, Including Name Change, Reverse Stock Split and Increase to Authorized Capital
SAN MARINO, Calif. --(Business Wire)--
Viral Genetics, Inc. (Pink Sheets:VRAL) today announced it will change
its name to VG Life Sciences, Inc. and implement a 1-for-600 reverse
split of its common stock. The name change and the reverse stock split
are expected to be become effective on or about November 26, 2012,
pending review and acceptance by FINRA. Both the name change and the
reverse stock split were approved by a majority of the Company's
shareholders after recommendation by the Board of Directors of the
Company. This corporate action and name change followed an earlier
increase to authorized common stock of the Company in October 2012 and
changes to the terms of the Company's Series A Preferred Shares in
August 2012.
"The Board of Directors took these actions for several important
reasons," said Haig Keledjian, Viral Genetics' CEO. "The primary reason
is the strength of our science and our intellectual property portfolio.
We have worked long and hard to build our IP and to begin moving some of
the molecules and compounds from our basic science and discovery efforts
into clinical trials at prestigious medical institutions. In order to
accelerate our movement down this path we are revamping our corporate
structure into a more credible format. This new capital structure gives
us more credibility with potential business partners, institutional
funding sources, and the new executive talent that we are seeking to
hire as we move from a basic research-oriented company and develop our
capabilities as an operating drug development business.
"The name change reinforces our evolution from a purely R&D focus,"
continued Mr. Keledjian. "VG Life Sciences, Inc. more accurately depicts
our intellectual property and the business focus which is broader than
pharmaceuticals and now reaches into biofuels, agricultural technology
and other high-growth industries.
"As a significant shareholder of the Company and someone who has devoted
more than 15 years of my life to its success, my intention going forward
is to build value on this newly established base," concluded Mr.
Keledjian.
Interim Increase to Authorized Common Share Capital
In October 2012, the Board recommended and a majority of shareholders
approved an increase to the authorized common stock of the Company,
increasing the authorized common stock from 1,500,000,000 common shares
to 3,000,000,000 common shares. At the time of the increase, there were
approximately 1,500,000,000 common shares issued and outstanding with
additional share issuance obligations due. The Board believed an
increase to authorized common shares was required in order to meet these
interim obligations during the FINRA review period for the reverse stock
split. Without this increase, the Company would have defaulted in
meeting those obligations.
Debt Settlements and Payments
In connection with the increase to authorized common stock of the
Company, the Company recently settled portions of certain outstanding
debts.
On September 14, 2012, the Company agreed to amend the terms of certain
outstanding convertible debentures and unsecured advances (the "2012
Debentures") totaling $848,500, representing cash advanced to the
Company by an arms-length private investor over the past 18 months. The
2012 Debentures originally allowed the conversion of outstanding
principal into shares of common stock at the investor's option at
varying prices but generally at $0.0025. Because of the decrease in the
Company's common stock price and the pending maturity of several of the
2012 Debentures, the investor was unlikely to exchange their debt for
common shares, and would likely demand repayment in cash. The Company
was not in a position to repay this debt in cash. The Company and the
investor agreed to amend the 2012 Debentures, such that the 2012
Debentures will be settled and paid through the issuance of a total of
approximately 920 million shares of common stock issuable over the next
12 months, upon the maturity of each portion of the debt, without any
further consent required by the investor. The effective conversion price
of the issuances is a weighted average price of $0.00092. Under the
terms of the underlying 2012 Debentures, te investor may not engage in
any conversions of debt to shares including under the amended terms if
upon receipt of such shares they would beneficially own an aggregate
number of shares greater than 9.99% of the total issued and outstanding
common shares of the Company. To date, the Company has paid a total of
$55,000 of the amended 2012 Debentures through the issuance of a total
of approximately 222 million shares of common stock, leaving $793,500
due and payable through the issuance of an additional approximately 698
million shares of common stock over the next year.
All share quantities and per-share prices discussed in the preceding
section are on a pre-split basis, and will be adjusted proportionately
with the reverse stock split (downward for share quantities and upwards
for per-share prices).
Series A Preferred Shares Amendment and Issuances
Effective August 16, 2012, the Board and a majority of the holders of
the Company's Series A Preferred Stock approved an amendment to the
Certificate of Designation for Series A Preferred Stock of the Company
to increase the number of authorized preferred shares to 10,000,000, and
to modify the terms of the preferred stock to allow the reissuance of
previously cancelled shares.
Immediately thereafter, on August 17, 2012, the Company issued a total
of 5,120,030 Series A Preferred Shares to four affiliates of the Company
(Haig Keledjian, M. Karen Newell-Rogers, Robert Berliner, and Michael
Capizzano or entities controlled by them) in exchange for the repurchase
of a total of approximately 98 million outstanding common share purchase
warrants and options valued at $155,523 using the Black-Scholes option
valuation model, and, in the case of Haig Keledjian, a subscription in
the amount of $252,000 via cancellation of outstanding debt. The Series
A Preferred shares issued in connection with these transactions are
convertible into a total of 51,200,300 common shares (pre-reverse
split). The Company issued the Series A Preferred shares at a 300%
premium to the then-current market value of the effective number of
common shares such Preferred Shares were exchangeable into at that time.
Thus, the affiliated purchasers paid a total of 4 times the market value
of the underlying common shares into which the Preferred Shares are
convertible.
Reverse Stock Split
Effective upon the record date of November 26, 2012, or such other date
as may be necessary to complete the standard FINRA review process, all
shares of common stock issued and outstanding on the record date will be
cancelled and exchanged for shares of new common stock at the ratio of 1
new common share for each 600 old common shares. The number of issued
and outstanding shares of Series A Preferred Stock will remain unchanged
at 9,715,443; however, as a result of the reverse stock split, the
number of common shares they are convertible into will be decreased by
the 1-for-600 ratio.
In connection with the implementation of the reverse stock split, the
Board recommended, and the shareholders approved, a decrease to the
authorized capital stock of the Company. The new authorized capital
stock of the Company will be 70,000,000 total shares, consisting of
60,000,000 shares of common stock and 10,000,000 shares of Series A
Preferred shares. Currently, the authorized capital stock of the Company
is 3,250,000,000, consisting of 3,000,000,000 shares of common stock and
250,000,000 shares of Series A Preferred Stock. As of today's date,
there are approximately 2 billion shares of common stock issued and
outstanding. Upon the reverse stock split this will be equal to
approximately 3.3 million shares.
Information for Viral Genetics Shareholders
Upon the record date, shareholders with Viral Genetics, Inc. shares in
brokerage accounts will not need to take any action to receive their new
shares, which will be automatically adjusted for the reverse split.
Shareholders who hold physical stock certificates can submit them to the
Company's transfer agent for reissuance of new certificates bearing the
split-adjusted amount and new name.
Transfer Agent:
Registrar and Transfer Company 800-866-1340
About Viral Genetics, Inc. (to be renamed VG Life Sciences, Inc.)
San Marino, California-based Viral Genetics, Inc. discovers and develops
drug therapies from two exclusively licensed platform technologies based
on over 60 patents: Metabolic Disruption (MDT) and Targeted Peptides
(TPT). A physician-initiated Phase I clinical trial of an MDT compound
in combination with Nexavar™ on Stage III and IV ovarian cancer patients
is ongoing at the Cancer Therapy and Research Center of The University
of Texas Health Science Center at San Antonio. A majority-owned
subsidiary, VG Energy (www.vgenergy.net),
is dedicated to exploring biofuel and agricultural applications for the
MDT platform. Founded in 1994, the biotech company is researching
treatments for drug-resistant cancer, Lyme disease, Strep, Staph and
Sepsis, and HIV/AIDS. For more information, visit www.viralgenetics.com.
About VG Energy
VG Energy, Inc. is an alternative energy and agricultural biotech
company that is a majority-owned subsidiary of Viral Genetics, Inc. VG
Energy holds the exclusive worldwide license to the Metabolic Disruption
Technology (MDT) patent rights for use in the increase of production of
various oils from algae, plants and seeds. VG Energy's pivotal
discoveries are expected to facilitate the biofuel industry in
overcoming its major obstacle in the area of production efficiency,
thereby leading to an increase in production yields that generate
economically viable returns on investment, allowing renewable biodiesel
to be competitive with fossil fuels. For more information, please visit http://www.vgenergy.net.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS:
This news release contains forward-looking statements that involve risks
and uncertainties associated with financial projections, budgets,
milestone timelines, clinical development, regulatory approvals and
other risks described by Viral Genetics, Inc. from time to time in its
periodic reports, including statements about its VG Energy, Inc.
subsidiary. None of Viral Genetics' drug compounds are approved by the
US Food and Drug Administration or by any comparable regulatory agencies
elsewhere in the world, nor are any non-pharmaceutical products of VG
Energy, Inc. commercialized. While Viral Genetics believes that the
forward-looking statements and underlying assumptions are reasonable,
any of the assumptions could be inaccurate, including, but not limited
to, the ability of Viral Genetics to establish the efficacy of any of
its drug therapies in the treatment of any disease or health condition,
the development of studies and strategies leading to commercialization
of those drug compounds in the United States, the obtaining of funding
required to carry out the development plan, the completion of studies
and tests on time or at all, the successful outcome of such studies or
tests, or the successful commercialization of VG Energy, Inc.'s
non-pharmaceutical products. Therefore, there can be no assurance that
the forward-looking statements included in this release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the forward-looking
statements should not be regarded as a representation by Viral Genetics
or any other person that the objectives and plans of Viral Genetics will
be achieved. Viral Genetics, Inc. disclaims any obligation to update
these forward-looking statements, except as required by law.

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