OAKLAND PARK, FL--(Marketwired - May 25, 2016) - BioStem Technologies, Inc. (OTC PINK: BSEM) today announced it has acquired, through its wholly owned subsidiary, the TEN® Health Behavior Change Platform and its associated patents, source code, website, and currently functioning mobile applications from Elencee, Inc. ("Elencee") on May 18, 2016 for 50,000 shares of restricted common stock of BSEM. The acquisition was completed pursuant to an asset purchase agreement (the "APA") entered into between BioStem Wellness, Inc. ("Wellness"), a wholly owned subsidiary of BSEM, and Elencee on May 18, 2016, and the acquisition was closed the same day.
For a period of 12 months, Elencee may not sell, assign, pledge, hypothecate, transfer or convey the BSEM shares to any third party without the express written consent of Wellness.
In addition to the payment of the shares, BSEM has executed a Royalty Agreement with Elencee which provides Elencee with an ongoing royalty payment, and also a payment in the event of a sale of the assets acquired by BSEM under the asset purchase agreement. Pursuant to the Royalty Agreement, Elencee will receive a 10% royalty in perpetuity on the adjusted gross profit earned on the acquired assets, and BSEM granted back to Elencee a right to use certain of the acquired assets for certain limited purposes related to the development of a computer game for children to educate them on healthy eating habits and certain related matters. BSEM has a right of first refusal under the Royalty Agreement to market the product if and when it is developed.
In addition, under the Royalty Agreement, if any products covered by the Royalty Agreement (including the intellectual property related thereto) are sold by BSEM to a bona-fide third party within three years of the closing of the acquisition, Elencee will receive 50% of the sale proceeds, with that percentage dropping to 25% for any sale between three years and five years after the closing of the acquisition, and to 10% for any sale more than five years after the closing of the acquisition.
The APA contains customary representations and warranties of the parties and covenants customary for agreements of this nature. The APA also contains indemnification obligations customary for agreements of this nature.
A technology platform, TEN is an intuitive personalized system that teaches people how to be healthier. The program promotes food and ingredient servings and health behaviors which decrease disease risk and increase life expectancy. Users whose goal is to lose weight can choose the personalized healthy weight loss program.
Traditional health and weight loss programs have a limited view on what is "healthy" by being calorie-focused. Only looking at calories doesn't teach people what foods and behaviors to change in order to be healthier and lose weight. That is why most people gain their weight back when they finish a calorie-focused program. In fact, calorie-focused programs reinforce bad behaviors like avoidance of healthy fats.
The TEN Platform (available at www.beTEN.com), includes a patented system promoting moderation, which departs from traditional "all or none" programs. This approach is more realistic for people who want to incorporate healthier habits within their day, without going to extremes. Extremes are short-lived and can be damaging, often having a negative effect.
BioStem Technologies, Inc.'s strategic acquisition of the TEN platform expands our product line and continues to build our ability to offer people access to our expansive health, wellness and anti-aging programs, and to our products online and via mobile apps.
About BioStem Technologies, Inc. (OTC PINK: BSEM): BioStem Technologies, Inc. is engaged in the advancement of regenerative medicine and antiaging strategies throughout the United States, Europe and Mexico. Our goal is to deliver the highest standard wellness and stem cell products that are backed by science. Through scientific studies, we seek to become a world leader in the wellness arena. This will be accomplished by using high quality nutraceuticals and stem cells. Our state-of-the-art laboratory is the first significant step in our quest to introduce the world and our shareholders to our dedication to you and your well-being.
Mission Statement - BioStem Technologies is a global leader in anti-aging and regenerative medicine. Our focus is to advance quality of life, health span, and wellness.
Vision Statement - BioStem Technologies is comprised of a group of scientists, physicians, and visionaries creating the possibility of living life to its fullest. Our products and strategies are dedicated to helping our customers live their best, feel their best, and be their best.
Forward-Looking Statements: Except for statements of historical fact, the matters discussed in this press release are forward looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "expects," believe" or "projected." These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history, difficulty in developing, exploiting and protecting proprietary technologies, intense competition and additional risks factors as discussed in reports filed by the company with OTC Markets.