At a hearing held on September 15, 2009, Cardo Medical, Inc. (“Cardo”), the successful bidder at an auction sale, was authorized to purchase substantially all of the assets of Vertebron, Inc. (“Vertebron”) free and clear of all liens by the United States Bankruptcy Court for the District of Connecticut (the “Bankruptcy Court”). On September 29, 2009, the Bankruptcy Court issued an order memorializing the hearing held on September 15, 2009 (the “Order”).
As a result of the Order, on September 30, 2009, Cardo entered into an Asset Purchase Agreement (the “Agreement”) with Vertebron, as a debtor-in-possession, to purchase substantially all of Vertebron’s assets, excluding certain assets, such as accounts receivable, cash and cash equivalents as of the closing date. Pursuant to the Agreement, the purchase price for the assets is $1,300,000 to be paid in cash.
Cardo, as a successor in interest to Accelerated Innovation, LLC, is a party to a license agreement with Vertebron, dated October 19, 2007. Pursuant to the Agreement, Cardo assumed the license agreement from Vertebron.
The description of the Agreement is qualified in its entirety by reference to the copy of such agreement filed as Exhibit 2.1 to this report, which is incorporated herein by reference.