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.