BioStem Technologies, Inc. (OTC Pink: BSEM) Acquires TEN(R) Health Behavior Change Platform
May 25 2016 - 5:28PM
Marketwired
BioStem Technologies, Inc. (OTC Pink: BSEM)
Acquires TEN(R) Health Behavior Change Platform
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.
Contact Information
Contact: BioStem Technologies, Inc. Phone:
954-380-8342 Website: http://www.biostemtech.com
Email: info@biostemtech.com
Twitter: @Biostemtech Facebook: BioStem
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