|By PR Newswire||
|April 14, 2014 07:00 AM EDT||
NEW YORK, April 14, 2014 /PRNewswire/ -- AccelPath (symbol: ACLP.OB ) and Energy Innovative Products, Inc., a privately held Nevada corporation (EIP), have provided additional information regarding the status of their previously announced merger transaction.
AccelPath and EIP have entered into an Agreement and Plan of Reorganization dated as of October 24, 2013, which will result in EIP becoming a wholly-owned subsidiary of AccelPath. It is expected that the equity holders of EIP will become the holders of approximately 76% of the total outstanding capital stock, on a fully diluted basis, upon completion of the transaction. EIP has previously acquired shares of preferred stock of AccelPath representing approximately 14% of AccelPath and conversely, AccelPath has acquired shares of Common Stock of EIP representing 19% of the issued and outstanding Common Stock of EIP. For accounting and financial reporting purposes under Securities and Exchange Commission rules, the transaction is expected to be treated as a reverse merger. Management of EIP will become management of AccelPath upon completion of the transaction. A majority of the Board of Directors of the post-merger company will be represented by persons associated with EIP.
The parties anticipate the transaction will be completed within approximately the next 45 days. AccelPath has recently completed updating its filings with the SEC under the Securities and Exchange Act of 1934, as amended and believes it is now current in its filing requirements. Since execution of the agreement with AccelPath, EIP has been working towards completing an audit of its financial statements, which would be required to be filed with the SEC following the completion of the transaction, as well as completing employment and compensation agreements with its executive officers, structuring its board of directors for the post merger company and strengthening its business operations.
EIP provides a comprehensive range of energy solutions, using leading proprietary technology. EIP designs, develops and markets products which reduce energy usage in Ice Machines, Freezers, Coolers, Refrigerators and other AC induction motor applications. EIP is an approved market partner of the Con Edison Green Team and is approved vendor under the EPA's, Energy Star Partner program. In addition, EIP provides energy audits, retro-fits, and price savings in energy supply of natural gas and electricity. EIP has developed a small, easy to install, patented single-phase motor controller device known as the EIP-2 that reduces energy consumption by reducing the electricity used in an AC induction motor. The EIP controller also reduces noise while maintaining temperature levels. AC Induction Motors are the most ubiquitous energy-consuming device in the home, workplace and the food and beverage industry. It is estimated that AC Induction Motors consume 65% of all the energy used in the United States. EIP is currently working with a large utility in the Northeast portion of the United States to confirm the efficacy of its motor controller device in order to certify eligibility for purchase rebates.
Consummation of the merger is subject to usual and customary closing conditions. In addition, the parties must satisfy several other closing conditions in order to complete the merger transaction. AccelPath is required to undertake a recapitalization and restructuring of its equity and debt on terms satisfactory to EIP, and the parties are required to obtain necessary shareholder approvals for the proposed reverse merger as may be required under state law.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or AccelPath's future financial performance. Any statements that are not statements of historical fact (including without limitation statements to the effect that the Company or its management "believes", "expects", "anticipates", "plans", "intends" and similar expressions) should be considered forward looking statements that involve risks and uncertainties which could cause actual events or AccelPath's actual results to differ materially from those indicated by the forward-looking statements. There are a number of important factors that could cause AccelPath's actual results to differ materially from those indicated by the forward looking statements, including those factors described under "Risk Factors" in the Company's periodic reports filed with the U.S. Securities Exchange Commission, including its Annual Report on Form 10-K. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Accordingly, you are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and may become outdated over time. AccelPath undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, and changes in expectation or otherwise, except as required by law.
SOURCE AccelPath, Inc.