Exhibit
99.1
LecTec
Corporation Finalizes Management Transitions and Receives Positive Orders
Related to Markman Hearing Held May 6, 2010.
May 26,
2010
TEXARKANA,
Texas—(BUSINESS WIRE)—LecTec Corporation (OTCBB:
LECT) announced today that, effective as of June 1, 2010, Greg
Freitag has been appointed to the LecTec Board of Directors and hired as Chief
Executive Officer and Chief Financial Officer of the Company. Mr.
Judd Berlin will continue as Chairman of the Board of LecTec and has been
engaged to act as an advisor to the Company on certain matters effective as of
June 1, 2010. These management changes complete the previously
announced transition approved in principle by the Board of Directors on May 16,
2010.
As Chief
Executive Officer and Chief Financial Officer, Mr. Freitag’s employment is “at
will” and he is entitled to: (a) an annual base salary in the amount of
$150,000; (b) reimbursement for reasonable travel and other business related
expenses; and (c) an option to purchase 125,000 shares of our common stock at
$3.50 per share, the closing price of LecTec’s common stock on May 26, 2010,
vesting ratably over 5 quarters, and which will vest in its entirety in the
event of a sale, merger or liquidation of the Company pursuant to
which Mr. Freitag is terminated as our Chief Executive Officer and Chief
Financial Officer. Mr. Freitag will not receive any additional
compensation for serving as a member of the LecTec Board of
Directors.
Mr.
Berlin, who is stepping down as LecTec’s Chief Executive Officer and Chief
Financial Officer, lead the Company during a period which saw a multi-fold
increase in stock price, over $4 million in dividends paid to shareholders and
the invention by Mr. Berlin of the hand sanitizer patch. Mr. Berlin
remains Chairman of the Board of Directors and is being engaged as an advisor to
the Company to evaluate opportunities in Asia and to further support LecTec’s
efforts regarding the development of its IP portfolio and protection
thereof. Mr. Berlin’s advisory services agreement with the Company
entitles him to: (a) compensation of $11,000 per month; (b) reimbursement for
reasonable travel and other business expenses; and (c) reimbursement in the
amount of $30,000 if, during any calendar year, his service to the Company
requires him to be physically present in the United States for more than 30 days
within such year and consequently is required to forfeit the benefit of the
Foreign Earned Income Exclusion under the U.S. Internal Revenue Code of
1986. Mr. Berlin’s advisory services agreement may be terminated upon
30 days notice by the Company.
LecTec
also announced today that the United States District Court for the Eastern
District of Texas issued Orders on May 20, 2010, in regard to the patent
infringement litigation entitled LecTec Corporation v Chattem, Inc. et
al. The first Order was based on LecTec’s motion to strike an exhibit
from Chattem, Inc.’s Opposition Brief, in which Order the motion to strike was
granted by the Court. A second Order denied Defendant’s motion
request for leave to file for summary judgment as to non-infringement, but
granted the request for leave to file for summary judgment as to invalidity of
patents. The Court also issued its Markman ruling interpreting
certain terms of the LecTec patents.
Mr.
Freitag stated “I am very excited to become part of the LecTec management team
and about our business strategy to derive the greatest value possible out of
each of LecTec’s assets. I am committed to controlling the expenses
of the Company, and in this regard salaries and advisory fees in the aggregate
have been reduced and money spent on R&D will be reviewed based upon return
on investment. Most importantly, we believe the current
economic/market situation provides very good opportunities to leverage our cash
and public entity status.”
Mr.
Freitag continued to say, “We believe the Orders from the Court are favorable to
LecTec and continue to support our vigorous defense of LecTec’s intellectual
property. This is one step closer to the final resolution of our
current patent infringement cases. Although no assurance of outcome can be
provided in any litigation, we believe that LecTec will be able to continue its
success in its litigation matters. I appreciate having the
opportunity to serve the LecTec shareholders.”
About
LecTec Corporation
LecTec is
an intellectual property (“IP”) licensing and holding company with approximately
$10,000,000 in cash at March 31, 2010. LecTec holds multiple domestic
and international patents based on its original hydrogel patch technology and
has also filed for a provisional patent for its hand sanitizer
patch. The LecTec hydrogel patch technology allows for a number of
potential applications, while its hand sanitizer patch is a consumer product
which kills targeted infectious organisms and is intended to be dry, thereby
rendering the patch harmless in the event that it is licked, chewed or exposed
to the eye. An initial prototype of the LecTec hand sanitizer patch
has been developed. Although LecTec is conducting limited research
and development on its hand sanitizer patch, it intends to engage a strategic
partner to complete the hand sanitizer patch development and bring it to
market. LecTec also has a licensing agreement (“Novartis Agreement”
or “Agreement”) with Novartis Consumer Health, Inc. (“Novartis”), which pays
royalties to LecTec from time to time, within the terms of the Agreement, based
upon a percentage of Novartis’ net sales of licensed products. LecTec
takes legal action as necessary to protect its IP and is currently involved in
two patent infringement actions. Finally, LecTec is pursuing a
merger/acquisition strategy with the intent to leverage its cash asset and
improve shareholder liquidity.
Cautionary
Statements
This
press release contains forward–looking statements concerning possible or
anticipated future results of operations or business developments which are
typically preceded by the words “believes,” “wants,” “expects,” “anticipates,”
“intends,” “will,” “may,” “should,” or similar expressions. Such forward-looking
statements are subject to risks and uncertainties, which could cause results or
developments to differ materially from those, indicated in the forward–looking
statements. Such risks and uncertainties include, but are not limited to, the
Company’s dependence on royalty payments from Novartis Consumer Health, Inc.,
which is selling an adult vapor patch licensed by the Company, the Company’s
dependence on key personnel and Board of Director members, the Company’s pending
patent infringement litigation against Chattem, Inc. (NASDAQ: CHTT) and Prince
of Peace Enterprises, Inc., the issuance of new accounting pronouncements,
information disseminated on internet message boards from posters expressing
opinions that may or may not be factual, the availability of opportunities for
license, sale or strategic partner agreements related to patents that the
Company holds, limitations on market expansion opportunities, and other risks
and uncertainties detailed from time to time in the Company’s filings with the
Securities and Exchange Commission, and particularly as described in the “Risk
Factors” included in our Form 10–K for the year ended December 31,
2009.
Contacts
LecTec
Corporation, Bill Johnson, Controller 903-832-0993