Cardium Therapeutics, an asset-based health sciences and regenerative medicine company based in San Diego, announced that its MedPodium operating unit has acquired the assets, business and product portfolio of San Diego-based To Go Brands, a developer of nutraceutical powder mixes, supplements and chews to support healthy lifestyles, to support the expansion of Cardium's health sciences nutraceutical brand platform.
To Go Brands’ product line includes antioxidant-rich drink mixes in convenient stick packs that are designed to pour directly into a water bottle, as well as mix packages for home use and capsule-based dietary supplements. The company recorded revenues of approximately $1.7 million for the first two quarters of 2012.
"Our acquisition of To Go Brands is focused on building Cardium's MedPodium in-house brand platform and health sciences business,” said Christopher J. Reinhard, CEO of Cardium. “To Go Brands have an established brand, a portfolio of marketed products, established logistics and distribution capabilities, a website e-commerce platform and an experienced management team with key contacts and a track record of developing and placing new and innovative health and nutraceutical products into the mass, food and drug retail channels. To Go Brands will coordinate Cardium's health sciences brand platform, including the MedPodium Nutra-Apps product line, as well as our strategic investment in SourceOne Global Partners.”
Through the asset purchase agreement, Cardium issued 8.4 million unregistered shares of common stock, representing approximately 6.5% of outstanding common stock after giving effect for the issuance of shares for the acquisition, to be held in escrow for six months and then released in tranches over the following one year period ending 18 months following the closing of the transaction. An additional 1.2 million shares of common stock have been issued and will be held in escrow for an 18-month period for unrecognized claims that may arise in connection with the asset purchase transaction or the related business.
The transaction covers the acquisition of the assets, business and product portfolio of To Go Brands. The shares of Cardium common stock that have been issued under the purchase agreement are unregistered and restricted for sale pursuant to Rule 144 of the Securities Exchange Act and certain other conditions. Cardium plans to file a Form 8-K/A providing audited financial statements of the To Go Brands business.