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NanoSensors Ends Operations

Photonics.com
Sep 2007
SANTA CLARA, Calif., Sept. 14, 2007 -- NanoSensors Inc. of Santa Clara, Calif., announced Thursday it has terminated its business and that its CEO has resigned.

Incorporated in December 2003, the company made sensors and instruments to detect biological, chemical and explosive agents, principally a sensor device to detect E. coli and salmonella in food and water. It acquired DKL International Inc. of Vienna, Va., in February (See also: NanoSensors Acquiring DKL International). It said its nonbinding letter of intent with DKL International Inc. expired on Aug. 31, 2007.

NanoSensors entered into a separation agreement with CEO Ted L. Wong on Sept. 9 in which Wong agreed to resign from its board and "all other positions" in the company. In exchange, Wong will receive $72,000 in severance pay, $5125 for unused vacation pay, and 1.36 million shares of stock, the company said. It said it is seeking a business opportunity in which to invest its residual assets.

The restructured company will be led by Robert A. Baron as acting CEO and president. Baron, a board member since July 2006, will also assume the position of chairman. The board is now made up of Baron and Robert G. Coutu, who was elected in July. Josh Moser, the company's vice president and chief operating officer, was appointed interim chief financial officer.

NanoSensors said in a statement, "Wong's departure coincides with a decision by the company's board of directors that the board believes it to be in the best interests of our shareholders to terminate its current business operations and to position the company as a shell company and to utilize our corporate assets as a vehicle for the acquisition of an operating business."

It said it has no plans for "any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and other than two initial, exploratory conversations. We have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction."

The board authorized management to execute the separation agreement with Wong, to dissolve the company's technical advisory board and to terminate certain consulting and license agreements.

Baron is also a member of the board of directors of three publicly-traded companies, OPKO Health, Inc. (f/k/a eXegenics, Inc.), Hemobiotech, Inc., and Andover Medical, Inc. OPKO Health was a public shell that in March 2007 completed a three-way merger with Froptix Corporation and Acuity Pharmaceuticals, Inc. OPKO Health is engaged in the development of therapies for the treatment and prevention of ophthalmic disease. Hemobiotech is a development stage biotechnology company and Andover Medical a durable medical equipment company.

Coutu was elected to the NanoSensors board in July; he is president of Ocean Fresh Seafood Inc. and the principal of Coutu Enterprises Real Estate.

Moser has been NanoSensor's corporate secretary since June 2006. Previously, he was interim CFO at Chuckwalla Inc., a private software company, and was a vice president with Sherwood Partners Inc. consulting firm.

For more information, visit: www.nanosensorsinc.net


GLOSSARY
photonics
The technology of generating and harnessing light and other forms of radiant energy whose quantum unit is the photon. The science includes light emission, transmission, deflection, amplification and detection by optical components and instruments, lasers and other light sources, fiber optics, electro-optical instrumentation, related hardware and electronics, and sophisticated systems. The range of applications of photonics extends from energy generation to detection to communications and...
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