Bio-AMD Inc. company history: the story so far

History

A gold-claim shell turned biodiesel developer, then pivoted to UK diagnostics and currency technology, ending with its main partner Sysmex withdrawing and a new joint venture under way.

2006-2008: From gold claim to biodiesel

The company began as Malibu Minerals, holding a single mineral claim near Jervis Inlet, British Columbia. On December 29, 2006 it agreed to buy Flex Fuels Energy Limited, a developmental-stage UK biodiesel company. It paid $1,500,000 for 15% up front, funded by selling 2,357,143 shares at $0.70.

The deal closed on May 29, 2007. The company issued 24,854,477 shares for the other 85%, raised $14,924,359.50 by selling 16,582,621 shares at $0.90, and passed $11,800,000 to Flex Fuels. That left 64,454,494 shares outstanding. A further placement on July 31, 2007 sold 4,871,838 shares at $0.90 for $4,384,653.80, and the company renamed itself Flex Fuels Energy, Inc.

Trouble showed early. In July 2007 management said its 2006 and March 2007 accounts could not be relied on, because of unrecorded liabilities and wrongly expensed legal costs. The earlier auditor, BDO Stoy Hayward, had warned of going-concern doubt (whether the company could keep paying its way). It was dismissed in January 2009 and replaced by RBSM LLP, after BDO also noted board unrest in October 2008. The record then shows no further biodiesel progress.

2009-2013: New directions

In 2009 the company turned away from biodiesel. On May 1 it lent £150,000 to WDX Organisation Limited, a UK currency-risk technology developer with no revenue, for 51%, with an option to lend more for up to 73%. It later reached 93% in March 2010, falling to about 77.54% after a July 2010 share issue. The company also bought back and retired shares from founders at $0.008 in 2009.

On February 25, 2010 it paid £865,000 for 63% of Bio AMD Holdings Limited, a UK point-of-care diagnostics (tests done near the patient) developer. The company expected a first product, a digital strip reader, in early to mid 2011. The name became Bio-AMD Inc. in April 2011. The record is quiet from 2011 to 2013, and shares stayed at 44,525,966.

2014-2017: Sysmex and a new venture

On December 17, 2014 subsidiary Bio Alternative Medical Devices signed a Master Agreement with Sysmex Corporation for a feasibility study of a blood-clotting test reader, with an advance of £642,067. Sysmex would own the intellectual property. Shares rose to 45,975,966 by the end of 2015, which the record does not explain.

On April 12, 2016 Sysmex said by phone it would not proceed, though the company believed the study was successfully completed and awaited written confirmation. It said it would seek another partner for its COAG technology. That month it replaced RBSM, whose 2014 and 2015 reports carried going-concern doubt, with Saturna Group.

On June 20, 2016 it set up a joint venture, MIDS Medical Limited, to develop nanoparticle detection and a cardiac device. By February 2017 an unnamed partner was to pay $650,000 in Phase 1 payments, with $357,500 still due by May 15, 2017, and a patent application was filed in January 2017. The company had no disclosed debt and was a lender to WDX.

Written from the 9 story beats below (2007 to 14 Apr 2016), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201646.0m shares · US$2.1m market cap

14 Apr
On April 12, 2016 Sysmex told Bio-AMD Ltd. by phone that it would not proceed with the study, despite earlier calls on April 8 and 11 describing it as a top priority; the company says it believes the study was successfully completed and is awaiting written confirmation. This ends the Sysmex path from December 2014. The company says it will now try to find another partner for its COAG technology, citing earlier expressions of interest from more than one party, with no assurance of success.
resource reserve update
46.0m shUS$2.1m

201444.5m shares · US$2.0m market cap

19 Dec
On December 17, 2014 the majority-owned subsidiary Bio Alternative Medical Devices Ltd. signed a Master Agreement with Sysmex Corporation to jointly run a feasibility study of a point-of-care reader with test strips for PT-INR (blood clotting) tests. Sysmex will own the intellectual property and reimburse costs, with an advance of £642,067 (about $1,000,000) on signing; the agreement runs up to 27 months. The filing says there is no assurance that a manufacturing or license agreement or commercial sales will follow.
material agreement
44.5m shUS$2.0m

2010

3 Mar
On February 25, 2010 the company bought a 63% stake in Bio AMD Holdings Limited, a UK development-stage point-of-care diagnostics company, for £865,000 (about US$1.29 million). The other 37% is held equally by Dr. Nasser Djennati, Dr. Andrew Mitchell and Robert Galvin, who is also the company's CFO and director. The company expects its first product, a digital strip reader, to reach market in early to mid 2011 and positive cash flow by mid 2012, with no assurance. This is a new business direction alongside WDX; the filing does not address the biodiesel plans.
material agreement

2009

7 May
On May 1, 2009 the company signed agreements with WDX Organisation Limited, a UK developer of currency-risk technology with no revenue so far. An initial loan of £150,000 gave the company 51% of WDX, and it has an option to lend up to £450,000 more for a total stake of up to 73%. This is a new direction away from the biodiesel business, and the filing does not say what happens to the biodiesel plans.
material agreement
20 Jan
On January 13, 2009 the company dismissed BDO Stoy Hayward and hired RBSM LLP for 2008. BDO's 2006 and 2007 reports carried a going-concern warning about meeting cash requirements. The filing also discloses that in October 2008 BDO wrote that board unrest could impair oversight and recommended an audit committee, which the board is now considering. Thomas Barr, who joined the board in 2006, signs as CEO.
auditor change

2007

6 Aug
The company, now named Flex Fuels Energy, Inc., closed a further private placement on July 31, 2007: 4,871,838 shares at $0.90 for gross proceeds of $4,384,653.80, with another 81,667 shares ($73,500) conditionally sold. This adds to the share count after the May deal. The filing also confirms the name change from Malibu Minerals, effective July 6, 2007, and a new ticker, FXFL.OB. It commits the company to register the shares, with liquidated damages if it is late.
capital raising announcement
16 July
On July 13, 2007 management concluded the 2006 annual and March 2007 quarterly financial statements should no longer be relied on, because of unrecorded liabilities and legal costs that were wrongly expensed. The 2006 net loss was restated from $60,905 to $33,024, and the March 2007 quarter loss from $40,986 to $74,436. Amended reports were expected in August 2007.
financial restatement
5 June
The Flex Fuels acquisition closed on May 29, 2007: the company issued 24,854,477 shares for the remaining 85%, and Flex Fuels became a wholly owned subsidiary, leaving 64,454,494 shares outstanding. It also raised $14,924,359.50 selling 16,582,621 shares at $0.90, provided $11,800,000 to Flex Fuels, and added Paul Gothard and Gordon Alan Ewart to the board. This completes the deal announced in January and is a major change from the original gold-claim business. A five-for-one stock dividend was paid to holders of record on May 21, 2007.
asset acquisition disposition
5 Jan
Bio-AMD Inc., then called Malibu Minerals, signed a deal on December 29, 2006 to buy Flex Fuels Energy Limited, a developmental-stage UK biodiesel company. It paid $1,500,000 for 15% now and agreed to buy the other 85% for 24,854,479 new shares, subject to conditions including raising at least $11,800,000. The $1,500,000 came from a $1,650,000 sale of 2,357,143 shares at $0.70 to non-U.S. investors. Director Thomas Barr was appointed to the Flex Fuels board.
capital raising announcement