Published on August 15, 2006
For
Immediate Release
Company
Contacts: eXegenics, Inc., John A. Paganelli, Chairman, Phone: (585)
218-4368
eXegenics
Announces execution of Stock Purchase Agreement
Pittsford,
New York, August 14, 2006. eXegenics, Inc. (OTC BB: EXEG) today announced that
it has entered into a Stock Purchase Agreement with a small group of investors
led by Phillip Frost, M.D.. Pursuant to the agreement, the investors will
purchase shares of eXegenics common stock that will constitute 51% of the issued
and outstanding shares of eXegenics stock, on a fully diluted basis, upon
issuance. The shares of common stock will be purchased for an aggregate purchase
price of $8,613,000, reflecting the book value of the Company at June 30, 2006.
The purchase price is subject to adjustment based on the book value of the
Company at closing and the agreement is subject to customary conditions of
closing, including approval by the stockholders of eXegenics. The stockholders
must also approve an amendment of the eXegenic’s certificate of incorporation
increasing the number of shares of common stock that eXegenics is authorized
to
issue.
The
shares to be issued will not be registered under the Securities Act of 1933,
as
amended, and may not be offered or sold in the United States absent registration
or the availability of an exemption from registration.
eXegenics
does not currently have significant operations. Previously, it was engaged
in
the research, creation and development of drugs for the treatment and prevention
of cancer and infectious diseases. It was formerly known as Cytoclonal
Pharmaceutics, Inc.
This
release contains certain "forward-looking statements" within the meaning of
the
Private Securities Litigation Reform Act of 1995. These statements are based
on
management's current expectations and are subject to uncertainty and changes
in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The following factors, among
others, could cause actual results to differ materially from those described
in
the forward-looking statements: eXegenics ability to complete the stock sale;
failure of the eXegenics stockholders to approve the issuance of shares of
eXegenics common stock to the investors or the failure of the eXegenics
stockholders to approve the amendment of the certificate of incorporation of
eXegenics; and other economic and/or business factors affecting
eXegenics's businesses generally. Detailed
information about factors pertinent to the business of eXegenics that could
cause actual results to differ is set forth in eXegenics's filings with the
Securities and Exchange Commission ("Commission") including eXegenic's Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 and its most
recent Quarterly Report on Form 10-Q. eXegenics is under no obligation to
(and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events
or otherwise.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the proposed sale and issuance of shares of eXegenics common
stock and amendment of eXegenics's certificate of incorporation, eXegenics
will file a proxy statement with the Commission. SECURITY HOLDERS ARE URGED
TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE COMMISSION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by eXegenics at the Commission's
web
site at www.sec.gov. The proxy statement and such other documents may also
be obtained free of charge from eXegenics Inc. by directing such request to
eXegenics Inc., 1250 Pittsford-Victor Road, Building 200, Suite 280,
Pittsford, New York 14534, tel: (585) 218-4368.
PARTICIPANTS
IN THE SOLICITATION
eXegenics
and certain of its directors, executive officers and other members of its
management and employees may be considered to be soliciting proxies from
eXegenics stockholders in favor of the proposed sale and issuance of shares
of
eXegenics common stock and amendment of eXegenics's certificate of
incorporation. INFORMATION CONCERNING PERSONS WHO MAY BE CONSIDERED PARTICIPANTS
IN THE SOLICITATION OF eXegenic's STOCKHOLDERS UNDER THE RULES OF THE COMMISSION
IS SET FORTH IN THE PROXY STATEMENT FOR THE 2006 ANNUAL MEETING OF eXegenics
INC
FILED BY eXegenics WITH THE COMMISSION ON December 13, 2005. Updated
information concerning these persons will be available in the proxy
statement.