Williston Holding Company, Inc. acquired Znomics, Inc. (OTCPK:ZNOM.D) from Adam Smith Companies, LLC and other shareholders in a reverse merger transaction.
November 01, 2013 at 12:00 am
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Williston Holding Company, Inc. (WHC) acquired Znomics, Inc. (OTCPK:ZNOM.D) from Adam Smith Companies, LLC and other shareholders in a reverse merger transaction on October 31, 2013. Znomics completed a reverse stock split, pursuant to which all shares of its common stock (including shares reserved for issuance upon the exercise of outstanding options and warrants) were combined on a 1-for-285 basis. After the reverse stock split, Znomics had approximately 0.2 million shares of common stock issued and outstanding and approximately 0.06 million additional shares of common stock issuable upon the exercise of outstanding options and warrants. Each share of Williston Holding Company Class A and Class B Common Stock and Williston Holding Company Preferred Stock issued and outstanding immediately prior to closing shall automatically be converted into and exchangeable for a number of fully paid and nonassessable shares of New Class A and Class B Znomics Common Stock equal to the Exchange Ratio. Znomics will change its name to Williston Holding Company, Inc., after required regulatory approval.
Upon completion of the merger, the former holders of WHC capital stock has received an aggregate of 3.7 million shares of Znomics' Class A common stock and 0.51 million shares of Znomics' Class B common stock, representing approximately 95% of Znomics' common stock outstanding after the merger, resulting in a change of control for Znomics. In addition, all securities convertible into and exercisable for shares of WHC capital stock outstanding immediately prior to the merger were assumed by Znomics, and Znomics assumed the rights and obligations under WHC's outstanding warrants.
Each of the officers and Directors of Znomics immediately prior to the closing shall deliver duly executed resignations from their positions with Znomics effective immediately after closing. At closing, Znomics' Board was reconstituted by the appointment of Gary O. Benson, James R. Jundt, Marcus E. Jundt, Michael L. Snow and Zachary Snow as Directors, all of whom were Directors of Williston Holding Company prior to merger, and the resignations of John C. Bergstrom, Tony J. Christianson, Kerry D. Rea, and Gordon F. Stofer from their roles as Directors of Znomics. Znomics' executive management team was also reconstituted, and Gordon F. Stofer and David G. Latzke resigned from their positions as Znomics' Chief Executive Officer and Chief Financial Officer and Secretary, respectively. Marcus E. Jundt is appointed as the Chief Executive Officer, Lawrence A. Neumann as Chief Financial Officer, Treasurer and Secretary, Perry J. Brush as President and Chief Development Officer and James R. Jundt as Chairman of the Board.
The transaction was subject to regulatory approval, resignation of Znomics directors, dissenter's rights limited, approval of shareholders of Znomics and Williston Holding. Znomics, Inc Board of Directors has approved the transaction. Douglas T. Holod of Maslon Edelman Borman & Brand, LLP acted as the legal advisor to Williston Holding Company, Inc. and David N. Feldman of Richardson & Patel LLP acted as the legal advisor to Znomics, Inc.
Williston Holding Company, Inc. (WHC) completed the acquisition of Znomics, Inc. (OTCPK:ZNOM.D) from Adam Smith Companies, LLC and other shareholders in a reverse merger transaction on October 31, 2013.
Williston Holding Company, Inc. (WHC), is an infrastructure development company. The Company was formed for the purpose of developing, operating, and/or investing in infrastructure-related projects in the Bakken region of North Dakota. WHC currently owns four restaurants in Williston, North Dakota: Williston Brewing Company; Doc Holliday's; J Dub's Bar & Grill; and Gramma Sharon's. In March 2014, the Company acquired approximately 80% of Mexican Restaurants, Inc. (MRI) in a series of private transactions with certain controlling shareholders of MRI. MRI owns and operates approximately 46 and franchises 11 full-service and Mexican-themed restaurants, primarily in the greater Houston metropolitan area, under the following brands: Casa Ole'; Crazy Jose's; Monterey's Little Mexico; and Tortuga Mexican Kitchen. MRI also operates a fast casual concept restaurant under the name Mission Burrito.
Williston Holding Company, Inc. acquired Znomics, Inc. (OTCPK: ZNOM.D) from Adam Smith Companies, LLC and other shareholders in a reverse merger transaction.