Heatwurx Announces Letter of Intent with Promet Therapeutics

Heatwurx has entered into a non-binding letter of intent to engage in a reverse merger with Promet Therapeutics.

Promet is a clinical stage biotechnology company that develops drug products to treat patients who have suboptimal or no treatment alternatives.

As contemplated by the LOI, upon completion of the merger, Promet equity holders as a group and Heatwurx shareholders as a group would own 90 percent and 10 percent, respectively, of the combined company before giving effect to any securities which may be issued in connection with financing activities.

After closing of the anticipated merger, Promet would become a wholly owned subsidiary of Heatwurx, and Heatwurx, as the surviving company, would be renamed Promet Pharmaceuticals or another comparable name satisfactory to Promet. The common stock of the combined company would continue to trade on otcmarkets.com and the post-merger company will apply for a new symbol to reflect the name change and new business focus.

The parties intend to raise at least $8 million in a private equity placement to accredited investors, as that term is defined under federal securities laws.

Completion of the merger is subject to the negotiation of a definitive agreement and related documentation, approval of the merger by Heatwurx's Board of Directors, obtaining audited Promet financial statements, regulatory approvals and satisfaction of other conditions that are to be negotiated as part of the agreement including the conversion of about $2 million of outstanding Heatwurx debt in exchange for approximately 10 million shares of Heatwurx common stock and the payment or other satisfaction of all Heatwurx liabilities prior to closing of the transaction. The parties anticipate that in connection with the merger, the shares of Heatwurx will be combined in a reverse split that may range from 1 new share for every existing seven shares to one new share for every existing 10 shares.  After the reverse split but before giving effect to the Placement, Heatwurx stockholders as a group will continue to retain roughly 10 percent of Heatwurx as of the closing.

Assuming Heatwurx and Promet enter into a definitive agreement, the parties expect that the Merger can be completed in the third quarter of 2017. No assurance can be given that a definitive agreement will be entered into, that the proposed Merger will be consummated, or that the combined company will be able to obtain adequate funds needed to fund its business plan.