Item 8.01 Other Events.
As previously disclosed, ImaRx Therapeutics, Inc. ("ImaRx") entered into an
Asset Purchase Agreement with WA32609, Inc. ("WA32609") dated June 15, 2009 (the
"Agreement") providing for the sale of substantially all of its assets to
WA32609 for $500,000 (the "Asset Sale"). The Asset Sale required the approval of
ImaRx's stockholders. The required approval was obtained at a special meeting of
the company's stockholders held on August 31, 2009. The closing of the Asset
Sale was completed on September 4, 2009. At the closing, WA32609 paid to ImaRx
$400,000 of the total purchase price. The remaining $100,000 will be deposited
into an escrow account to satisfy certain potential claims by WA32609 that may
arise post-closing. Following expiration of an approximately five (5) month
holdback period the remaining proceeds will be released from escrow and
distributed to ImaRx.
The transaction arose out of ImaRx's efforts to seek out strategic
alternatives for its clinical-stage SonoLysis program and other assets. The
company will continue to evaluate other opportunities involving the company and
its remaining assets.
The ImaRx stockholders also approved an amendment to the company's
certificate of incorporation providing for a reverse stock split of the issued
and outstanding shares of its common stock.