Quantrx Biomedical signs agreement to acquire NuRx Pharmaceuticals

QuantRx Biomedical Corporation (OTCBB: QTXB) today announced that it has entered into an agreement to acquire NuRx Pharmaceuticals, Inc. (OTCBB: NUXP). The transaction is structured as a tax-free, all stock acquisition resulting in a combined company with no debt and a simplified ownership and capital structure. QuantRx expects to benefit from a strengthened competitive and financial position to accelerate efforts to capitalize on opportunities in the growing market for Point-of-Care diagnostic products.

“We believe this merger will enable us to more aggressively implement our growth strategies and bring to market our patented diagnostic products for improved healthcare. We also believe that this merger will enhance our executive leadership, broaden our intellectual property portfolio, and strengthen our balance sheet.”

Walter Witoshkin, QuantRx Chairman and Chief Executive Officer, and Sasha Afanassiev, QuantRx Chief Financial Officer, will continue in their respective roles. All Research and Development efforts will continue under the leadership of Dr. William H. Fleming, QuantRx Chief Scientific Officer. Harin Padma-Nathan, MD, the current Chief Executive Officer and President of NuRx, will assume the role of Executive Chairman of QuantRx.

The agreement for QuantRx to acquire NuRx follows a joint venture between the companies announced in July 2009. QN Diagnostics, LLC, the joint venture equally owned by QuantRx and NuRx, leverages 30 years of diagnostic healthcare research and development expertise. The QN Diagnostics joint venture has been focused on accelerating the commercialization of diagnostic products utilizing QuantRx’s RapidSense® rapid diagnostics technology. Upon the closing of the merger, QN Diagnostics will become a wholly-owned business of QuantRx.

Among the initial products projected to be launched in 2010 is a new line of hypersensitive Clinical Laboratory Improvement Amendments (CLIA) waived quantitative Point-of-Care lateral flow diagnostic devices, with reliable and repeatable sensitivity in the low picograms per milliliter needed to provide laboratory level results to the Point-of-Care market. This unique platform technology combining the sensitivity of RapidSense® with the ultra-portable Q-Reader enables the use of any biological sample, such as blood, urine, vaginal fluids, or saliva, to deliver laboratory results to the primary care provider in minutes.

Mr. Walter Witoshkin, Chairman and CEO of QuantRx stated, “We believe this merger will enable us to more aggressively implement our growth strategies and bring to market our patented diagnostic products for improved healthcare. We also believe that this merger will enhance our executive leadership, broaden our intellectual property portfolio, and strengthen our balance sheet.”

Commenting on the developments between NuRx and QuantRx, Dr. Harin Padma-Nathan, CEO of NuRx said, “Through our collaboration on the QN Diagnostics joint venture, we have developed an even greater appreciation for the potential impact that these Point-of-Care products represent. We have also developed a strengthened relationship and respect for the QuantRx management team. These insights have solidified our conviction to join forces with QuantRx. We believe the merger is in the best interests of NuRx shareholders.”

On a preliminary basis, it is anticipated that following the acquisition there will be a reduction of approximately $1 million in general, administrative and public company expenses and other redundant costs from the combined companies.

The transaction between QuantRx and NuRx is subject to approval by NuRx shareholders, the satisfaction of customary closing conditions and regulatory review and approvals. Pending these approvals, the transaction is expected to be completed by the end of April 2010, with NuRx common shareholders receiving approximately 1.54 shares of QuantRx common stock for each share of NuRx common stock.