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LecTec Corporation Announces Filing of Form S-4 Registration Statement

^{Published on 2011-07-06 23:20:37 - Market Wire}
 

TEXARKANA, Texas--([ BUSINESS WIRE ])--LecTec Corporation (OTCBB: LECT) announced today that it has filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission relating to its previously announced merger with AxoGen Corporation. In addition to registering the shares of LecTec common stock to be issued to the stockholders of AxoGen in the merger, the Registration Statement contains proxy materials for LecTeca™s 2011 Annual Meeting of Shareholders. At the Annual Meeting, shareholders will be asked to approve the merger and three matters related to the merger, including updates to LecTeca™s articles of incorporation, bylaws and stock incentive plan, to elect seven directors to serve on the Board of Directors after the merger, and to ratify the firm selected to serve as LecTeca™s independent auditors for 2011.

Greg Freitag, LecTeca™s CEO, stated, aFiling the Form S-4 is the next important step as we move forward with AxoGen. It contains a tremendous amount of information that I urge our shareholders to read. It is hard to predict the speed with which the Registration Statement will proceed through the SEC process; however, we currently anticipate that the meeting will be held in September 2011.a

About LecTec

LecTec is an intellectual property licensing and holding company whose primary strategy is to pursue a merger to leverage its cash asset and improve shareholder value and liquidity, having identified AxoGen Corporation as a candidate to fulfill this strategy. LecTec also has a licensing agreement (the aNovartis Agreementa) with Novartis Consumer Health, Inc. (aNovartisa), under which LecTec receives royalties from time to time based upon a percentage of Novartisa™s net sales of licensed products. LecTeca™s intellectual property portfolio contains domestic and international patents based on its original hydrogel patch technology and patent applications on a hand sanitizer patch. LecTec has concluded through settlement its patent infringement claims against five defendants, and on May 9, 2011 sold a significant portion of its hydrogel patch intellectual property to Endo Pharmaceuticals Inc. Such settlements have ended LecTeca™s current pursuit of legal action regarding its intellectual property. The LecTec anti-microbial hand sanitizer patch is intended to be dry, thereby rendering the patch harmless in the event that it is licked, chewed, or exposed to the eye. An initial prototype of the hand sanitizer patch has been developed, and LecTec is exploring the engagement of a strategic partner to complete its hand sanitizer patch development. An effort to monetize the remainder of LecTeca™s intellectual property is also ongoing; however, additional value, if any, is not expected to be material. LecTeca™s website is [ www.lectec.com ].

About AxoGen

AxoGen is a private regenerative medicine company focused on the development and commercialization of technologies for peripheral nerve reconstruction and regeneration. Every day people suffer traumatic injuries or undergo surgical procedures that impact the function of their peripheral nerves. Peripheral nerves provide the pathways for both motor and sensory signals throughout the body and their damage can result in the loss of function and feeling. In order to improve surgical reconstruction and regeneration of peripheral nerves, AxoGen has developed and licensed patented and patent-pending technologies, which are used in its portfolio of products. This portfolio includes the Avance® Nerve Graft which AxoGen believes is the first and only commercially available allograft nerve for bridging nerve discontinuities (a gap created when the nerve is severed). AxoGena™s portfolio also includes the AxoGuard® Nerve Connector, a coaptation aid allowing for close approximation of severed nerves, and the AxoGuard® Nerve Protector that protects nerves during the bodya™s healing process after surgery. AxoGen is bringing the science of nerve repair to life with over 4,000 surgical implants of AxoGen products performed in hospitals and surgery centers across the United States, including military hospitals serving U.S. service men and women. AxoGena™s website is [ www.axogeninc.com ]

Cautionary Statements

This press release contains forwarda"looking statements concerning possible or anticipated future results of operations or business developments which are typically preceded by the words abelieves,a awants,a aexpects,a aanticipates,a aintends,a awill,a amay,a ashould,a or similar expressions. Such forward-looking statements are subject to risks and uncertainties which could cause results or developments to differ materially from those indicated in the forwarda"looking statements. Such risks and uncertainties include, but are not limited to, LecTeca™s dependence on royalty payments from Novartis Consumer Health, Inc., which is selling an adult vapor patch licensed from LecTec, LecTeca™s dependence on key personnel and Board of Director members, the issuance of new accounting pronouncements, information disseminated on internet message boards from posters expressing opinions that may or may not be factual, the availability of opportunities for license, sale or strategic partner agreements related to patents that LecTec holds, limitations on merger and acquisition opportunities, and other risks and uncertainties detailed from time to time in LecTeca™s filings with the Securities and Exchange Commission, and particularly as described in the aRisk Factorsa included in our Form 10a"K for the year ended December 31, 2010.

Additional Information about the Proposed Transaction

In connection with the proposed merger, LecTec has filed with the U.S. Securities and Exchange Commission (the aSECa) a Registration Statement on Form Sa"4 (the aRegistration Statementa), which includes a preliminary proxy statement/prospectus (the aProxy Statementa) relating to the planned meeting of LecTeca™s shareholders and the registration of the securities of the Company to be issued in exchange for securities of AxoGen. The Registration Statement contains important information about LecTec, AxoGen, the proposed merger and related matters. LecTeca™s shareholders are urged to read the Registration Statement carefully. LecTec will mail the Proxy Statement to its shareholders. LecTec urges investors and security holders to read the Proxy Statement regarding the proposed issuances when it becomes available because it will contain important information. LecTeca™s shareholders will be able to obtain free copies of all documents filed with the SEC by LecTec, when they become available, through the web site maintained by the SEC at [ www.sec.gov ]. LecTeca™s shareholders will also receive information at an appropriate time on how to obtain these documents free of charge from LecTec. The Registration Statement and other documents filed with the SEC by LecTec may be obtained free of charge by contacting LecTec at: LecTec Corporation, 1407 South Kings Highway, Texarkana, Texas 75501, facsimile: (763) 559a"7593.

Information Regarding Participants

LecTec and its directors, executive officers and certain other members of management and employees may be soliciting proxies from LecTec shareholders in favor of the merger and other related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of LecTec shareholders in connection with the proposed transaction will be set forth in the Proxy Statement when it is filed with the SEC. You can find information about LecTeca™s executive officers and directors in LecTeca™s Annual Report on Form 10a"K for the year ended December 31, 2010, filed with the SEC on March 30, 2011. Free copies of the Annual Report may be obtained from LecTec as described above.