Evolutionary Genomics, Inc. (EG) and EG I, LLC entered into an agreement and plan of merger to acquire Fona, Inc. from Desfaire, Inc. and other shareholders in a reverse merger transaction.
June 12, 2014 at 09:30 am IST
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Evolutionary Genomics, Inc. (EG) and EG I, LLC (EGI) entered into an agreement and plan of merger to acquire Fona, Inc. (OTCPK:FNAM) from Desfaire, Inc. and other shareholders in a reverse merger transaction on June 6, 2014. As a part of consideration, Fona will pay a consideration of 315.5 million new shares to shareholders of EG and 35.4 million shares to shareholders of EGI. In a related transaction, Evolutionary Genomics, Inc. signed a securities purchase agreement to acquire 5.11% stake in Fona, Inc. from Michael Friess and Sanford Schwartz for $0.16 million. As on June 6, 2014, Chloe DiVita has resigned as Chief Financial Officer, Secretary, Treasurer and member of the Board of Directors of Fona and Steve B. Warnecke has been appointed as Director, Secretary, Treasurer and Chief Financial Officer. In addition, Board of Directors of Fona shall appoint Steve B. Warnecke as Chief Executive Officer, Walter Messier as Secretary, and Michael Friess, and Sanford Schwartz will resign from all positions with Fona.
The completion of transaction is subject to the approval and adoption by shareholders of EG, EGI and Fona, issuance of merger consideration, effectiveness of a joint proxy statement/prospectus included in Fona's registration statement on Form S-4, effectiveness of a registration statement on Form S-1, holders of either securities in EG and EGI shall not be entitled to dissenters' or appraisal rights, effectiveness of a one-for-twenty reverse split of Fona shares, the approval or consent of any governmental authorities and third parties, resignation by Directors of Fona, due diligence investigation, legal opinion from counsel of Fona, and Fona shall have no assets or liabilities. The Board of Directors of Fona has approved the agreement. The transaction is expected to close on or before December 31, 2015. As per the amendment dated March 2, 2015, Upon completion of the Mergers, Fona and Evolutionary Genomics expect that former Evolutionary Genomics stockholders and EG I members will own approximately 99.5% of the outstanding shares of Fona common stock and current Fona stockholders will own approximately 0.5% of the outstanding shares of Fona common stock. Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor for Fona, Inc. Corporate Stock Transfer acted as information agent for Fona, Inc.
Evolutionary Genomics, Inc. is a genomics research and development company. The Company is focused on the identification and validation of genes that impact commercially traits in crops for the agriculture industry. It uses the Adapted Traits Platform (ATP) to identify commercially valuable genes that control important traits in animals and plants. Its platform identifies genes that have changed successfully to impart new or improved traits. The Company has applied its ATP in research projects, including identifying genes responsible for increases in yield in corn, increases in yield in rice, drought tolerance and sugar content in tomatoes and pest/disease resistance in soybeans, cassava, beans, tomatoes, and cotton. The Company uses ATP to perform throughput molecular evolution analysis to identify positively selected genes based on non-synonymous site (Ka) and synonymous site (Ks) analysis.
Evolutionary Genomics, Inc. (EG) and EG I, LLC entered into an agreement and plan of merger to acquire Fona, Inc. from Desfaire, Inc. and other shareholders in a reverse merger transaction.
EVOLUTIONARY GENOMICS, INC. 
