SALT LAKE CITY, April 2, 2015 (GLOBE NEWSWIRE) -- Perseon Corporation (Nasdaq:PRSN) (Perseon or the Company), a leading provider of medical systems that utilize heat therapy to treat cancer, today announced several filings with the Securities and Exchange Commission (SEC): preliminary proxy materials requesting stockholder approval for an amendment to the Company's Amended and Restated Certificate of Incorporation, a transition report on Form 10-K for the period from September 1, 2014 to December 31, 2014; and a report on Form 8-K regarding closure of the sale of the Company's hyperthermia assets.
Preliminary Proxy Statement
In the Preliminary Proxy Statement filed March 31, 2015, Perseon requests stockholder approval for an amendment to the Company's Amended and Restated Certificate of Incorporation. The amendment would authorize the Board of Directors to effect a reverse split of the Company's issued and outstanding shares of common stock at a ratio of between 1-for-6 and 1-for-12, inclusive, if deemed necessary. A reverse stock split may enable the Company to regain compliance with Nasdaq's minimum bid price requirement and maintain its listing on The Nasdaq Capital Market.
As described in the preliminary proxy materials, Perseon will hold a special meeting of stockholders in Salt Lake City, Utah to consider approval of the reverse stock split. Definitive proxy materials, including the location, date and time of this special meeting of stockholders are expected to be filed on a later date, subject to review by the SEC.
Transition Report on Form 10-K
Subsequent to the end of the fiscal first quarter of 2015 ended November 30, 2014, the Board of Directors changed the Company's fiscal year end from August 31 to December 31, beginning December 31, 2014. The report covering the Company's transition period ended December 31, 2014 was filed on Form 10-K on March 31, 2015. For the four month period, total revenues were $1.1 million and net loss was $3.8 million, or $0.09 per share. $1.4 million of the $3.8 million in net loss during this transition period was attributed to one-time restructuring and reorganizational charges. As of December 31, 2014, Perseon had cash and cash equivalents of $5.6 million, total current assets of $8.5 million and no long-term debt. The Company believes that additional funding will be required to cover operating costs for the year ending December 31, 2015.
Current Report on Form 8-K
On April 1, 2015, Perseon filed a Current Report on 8-K disclosing the closure of the sale of the assets and liabilities of its hyperthermia product line to newly-formed Nevada-based Pyrexar Medical, Inc. in exchange for equity and royalty payments from future worldwide sales of additional hyperthermia systems.
This press release is not a solicitation of stockholders or their votes on the proposed reverse split. Perseon urges investors to review the proxy statement and other information filed with the SEC because they contain important information regarding the matters to be voted on at the special meeting. These documents are available without charge on the SEC website at www.sec.gov or in the Investors section of the Company's website. Investors should read the proxy statement carefully before making any voting decision.
This press release does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities.
Perseon Corporation, formerly BSD Medical Corporation, is a life sciences company that develops, manufactures, markets and services groundbreaking medical systems to treat cancer using heat therapy. Perseon's MicroThermX® microwave ablation system employs precision-guided microwave energy to ablate (destroy) soft tissue. The Company has developed extensive intellectual property and distributes its products in the United States, Europe and Asia.
Statements contained in this press release that are not historical facts, including statements related to compliance with Nasdaq continued listing requirements, are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties, including the risk that for a variety of reasons we may not be able to execute on our strategic plans, and other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date, except as required by law.
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