Chugai Pharma USA LLC

New Company To Be Formed for SofPulse® Medical Device Line Los Angeles, CA, Dec. 15, 2022 (GLOBE NEWSWIRE) -- Endonovo Therapeutics, Inc. (OTCQB: ENDV) today announced plans to affect a spin-off of its medical device assets to a new company (“NewCo”) being formed by its current President and Chief Commercial Officer of its Medical Division, Ira Weisberg. Weisberg will be responsible for running NewCo independently from Endonovo and will develop commercialization initiatives through sales and marketing channels for NewCo utilizing the SofPulse® medical assets. Endonovo’s recently announced telehealth initiative will be included in the spin-off of NewCo. NewCo shall pay such amount to Endonovo as determined by a third-party fairness opinion report. The payment may be in stock or note convertible into NewCo common stock. Endonovo intends to make such filings as will allow it to make special dividends of NewCo stock to its shareholders or to structure the transaction so that the stock is received contemporaneously with the spin-off. Endonovo intends to apply a portion of the shares available through the spin-off to satisfy its present debt holders. While no firm arrangements have been made, Endonovo believes that approximately 20% of the shares received in the spin-off will be paid to satisfy its existing debtholders with the balance principally available to existing shareholders. The structure of the eventual spin-off is subject to agreements with NewCo and the existing noteholders as well as other conditions. $50 Million Projected Pre-Money Valuation Management believes that upon completion of the spin-off, NewCo will have a pre-money valuation in excess of $50 million. Additionally, Weisberg has detailed sales and marketing plans to raise working capital through equity financing to continue the commercialization of SofPulse®. All shares distributed to ENDV shareholders shall be issued on a pro rata basis. NewCo’s management believes it can take NewCo to more than $100 million in sales by 2024. NewCo will assemble an outside Board of Directors and appoint the appropriate committee members and necessary infrastructure requirements to prepare itself to become a NASDAQ listed company. Current Endonovo CEO Alan Collier said in making the announcement: “We want to make sure that all present and future stockholders will benefit fairly with the spin-off of IP and medical device assets. Having Ira Weisberg heading the direction and development of SofPulse® is a huge benefit. “Ira is a proven medical company executive and business development specialist and has multiple success stories in working with similar types of medical companies and devices. I believe with Weisberg running the ship, SofPulse® devices will finally be able to reach the potential that the Pulsed Electro Magnetic Frequency (PEMF) technology can provide to the medical community.” To evaluate the fairness of a proposed transaction from a financial point of view, Endonovo will seek out an independent financial advisor and a respected medical device valuation firm. They will be tasked to develop a valuation of medical Intellectual Property (IP) assets through a fairness opinion report. The last valuation report issued for SofPulse® IP and assets stated that these assets were worth $75 million in 2018. Fairness Opinion to be Provided The fairness opinion report will be prepared for Endonovo Therapeutics, Inc. and referenced in filings with the Securities and Exchange Commission (SEC). Once the proposed spin-off is fully structured and the necessary agreements competed, Endonovo shall prepare a 14C filing with the SEC and distribute information statements to the shareholders whereby the Chairman of the Board and the majority voting shareholders plan to have prior approval of the spin-off of the medical device assets to NewCo. Weisberg to be NewCoCEO/President Ira Weisberg has been designated as the CEO/President of NewCo. Weisberg has previous successes in growing multiple medical devices and pharmaceutical companies to profitability and increasing valuations of medical assets in excess of $750 million. He has headed the development of an aggressive “go to market” business plan to commercialize the SofPulse® medical device assets to generate sales in excess of $100 million in revenue in 2024. NewCo will retain an auditor to provide an inception audit on the company Weisberg has more than four decades of experience in healthcare and pharmaceutical management: President and CEO of Amherst Pharmaceuticals; Senior VP and Corporate Development Officer at Neurotrope Bioscience; Negotiated out-licensing, supply, distribution and development agreements in excess of $100 million with major pharmaceutical companies; Contributed to revenues for a company’s specialty product valued at $500 million while assisting building its valuation to more than $750 million; Other medical administrative experience at: Allphavax, Inc., Lifecycle Pharma, Chugai Pharma USA, Haemacure Corporation and Aventis Behring; Led negotiations and signed licensing agreements for strategic acquisitions, distribution and development deals for multiple companies in the medical device and pharmaceutical industry; Positioned a company globally through negotiations and signing of multinational licensing and joint venture agreements; Developed strategies to guide emerging medical companies in fast-growing emerging medical device and pharmaceutical markets; Guided growth and generated revenue of more than $30 million for an IPO. Weisberg stated: “Having SofPulse® and the opportunity to expand the commercialization of PEMF technology globally is an opportunity of a lifetime. Our plan is to position SofPulse® as the standard of care for the mitigation of pain and for the treatment of the associated edema and swelling. We are excited about the future of the SofPulse® devices as well as NewCo.” About Endonovo Therapeutics, Inc. Endonovo Therapeutics is currently structured into two divisions: Legacy – a commercial-stage developer primarily of noninvasive wearable Electroceuticals® therapeutic devices for pain relief, general wellness and wound curatives with many of its products marketed under the SofPulse® brand name; and its Build Up Strategy – acquiring complementary specialty service providers in the construction industry. Safe Harbor Statement This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, trends, analysis, and other information contained in this press release including words such as "anticipate", "believe", "plan", "estimate", "expect", "intend" and other similar expressions of opinion, constitute forward-looking statements. Any such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from any future results described within the forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company's reports filed with the Securities and Exchange Commission. The forward-looking information provided herein represents the Company's estimates as of the date of the press release, and subsequent events and developments may cause the Company's estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company's estimates of its future financial performance as of any date subsequent to the date of this press release. Investor Relations Contact: Endonovo Therapeutics, Inc. Steve Barnes (800) 701-1223 Ext. 108 sbarnes@endonovo.com Media Contact: Gregory A. McAndrews Greg McAndrews & Associates (310) 804-7037 greg@gregmcandrews.com

February 24, 2015 By Alex Keown , BioSpace.com Breaking News Staff NEW YORK -- Former Retrophin CEO and founder Martin Shkreli , who is being investigated for securities fraud during his time with Retrophin , is now helming the new startup Turing Pharmaceuticals AG , the company announced Tuesday. New York-based Turing is launching with three products in its pipeline that were acquired from Retrophin , including an intranasal formulation of ketamine , a compound used to treat severe depression but which currently requires IV-infusion therapy. Turing is developing this medication for psychiatric use. Additionally, the company acquired Syntocinon (oxytocin nasal solution) and Vecamyl (mecamylamine HCl tablets). Vecamyl will provide Turing with its first FDA -approved product and revenue stream. The company also announced it had acquired two early-stage compounds to be developed for various orphan drug indications. Shkreli , who was terminated by his former company in October, is the founder of Turing . When announcing the company and the three drugs in its pipeline, he said the company will expand its offerings through acquisition as well as internal development of medications. “Our goal is to build a diverse portfolio and pipeline of therapies that can make a significant difference to patients,” Shkreli said in a press release. Other members of the Turing leadership team include Howard Dorfman , the senior vice president who was formerly with Ferring Pharmaceuticals and Bayer Pharmaceuticals ; Hass Patel , vice president for Chemistry, Manufacturing and Controls, who was formerly with Pharmasset , Reliant Pharmaceuticals and GlaxoSmithKline ; Vice President of Regulatory Affairs Nicholas Pelliccione , formerly with Schering-Plough , Regado Biosciences, Inc. , Aeterna Zentaris and Chugai Pharma USA ; and CFO Michael Harrison , formerly with Retrophin . While Turing is launching with three pharmaceuticals it acquired from Shkreli’s old company, a shadow still remains from his ouster in October of last year. Before he was removed from his position as CEO, Shkreli was replaced by Retrophin ’s board over poor management skills and bad public relations from what was called unprofessional use of a social media account. Shkreli also sold about $4.5 million in company stock at an average price of $15 per share without informing shareholders, the company said. In January, Shkreli came under investigation by U.S. prosecutors for possible securities violations and from the U.S. Securities and Exchange Commission for the distribution of stock without letting shareholders know.An internal probe conducted by Retrophin and filed with the Securities and Exchange Commission on Feb. 19 alleged Shkreli used corporate funds to pay off personal legal debts and was hiding company legal matters from public disclosure. Additionally, the probe said Shkreli used corporate funds to resolve legal matters with MSMB Capital Management , a hedge fund he managed, as well as disguised legal settlements as consulting agreements with Retrophin , both of which cost the company million of dollars and a transfer of thousands of shares of stock. Shkreli has denied any wrongdoing while at the head of Retrophin . He said the accusations noted in the Retrophin internal investigation are “false, untrue at best and defamatory at worst,” he posted on the website Investorshub. “Every transaction I’ve ever made at Retrophin was done with outside counsel’s blessing (I have the bills to prove it), board approval and made good corporate sense. I took Retrophin from an idea to a $500 million public company in 3 years—and I had a lot of help along the way,” he said in his post.