IVAX Diagnostics Enters into Stock Purchase Agreement Amendment

IVAX Diagnostics Inc. has entered into an Amendment to its Stock Purchase Agreement, dated April 8, 2011, between IVAX Diagnostics and ERBA Diagnostics Mannheim GmbH.

As previously reported, pursuant to the Stock Purchase Agreement, IVAX Diagnostics agreed to sell and issue to ERBA Diagnostics Mannheim a total of 20,000,000 shares of IVAX Diagnostics’ common stock at a purchase price of $0.75 per share for an aggregate purchase price of $15 million and warrants to purchase an additional 20,000,000 shares of IVAX Diagnostics’ common stock, in the following manner: (i) 6,666,667 shares of IVAX Diagnostics’ common stock for an aggregate purchase price of $5 million upon the initial consummation of the investment, which occurred on July 1, 2011; (ii) 6,666,667 shares of IVAX Diagnostics’ common stock for an aggregate purchase price of $5 million on or prior to the date which is six months after the Initial Closing; and (iii) 6,666,666 shares of IVAX Diagnostics’ common stock for an aggregate purchase price of $5 million on or prior to the date which is one year after the Initial Closing.

Pursuant to the Amendment, the Stock Purchase Agreement has been amended to state that: (i) the Second Closing will take place, after the Initial Closing, on the date that is sixty days after the date on which a majority of the independent directors on IVAX Diagnostics’ Board of Directors determines by vote or written consent that the Second Closing shall occur and causes IVAX Diagnostics to provide notice thereof to ERBA Diagnostics Mannheim; and (ii) the Final Closing will take place, after the Initial Closing and after or simultaneously with the Second Closing, on the date that is sixty days after the date on which a majority of the independent directors on IVAX Diagnostics’ Board of Directors determines by vote or written consent that the Final Closing shall occur and causes IVAX Diagnostics to provide notice thereof to ERBA Diagnostics Mannheim. The Amendment was unanimously approved by the independent directors on IVAX Diagnostics’ Board of Directors.

Kevin Clark, IVAX Diagnostics’ President, Chief Executive Officer and Chief Operating Officer, stated, “We are pleased that, through this Amendment to the Stock Purchase Agreement, the independent directors on our Board of Directors will be able to trigger the timing of the consummation of the Second Closing and the Final Closing based upon IVAX Diagnostics’ cash requirements, including for funding the continued growth and development of our business and working capital requirements, and for possible acquisitions and strategic opportunities. This Amendment to the Stock Purchase Agreement will also have the effect of moving the timing of the dilutive impact that would be caused by the issuance to ERBA Diagnostics Mannheim of additional shares of IVAX Diagnostics’ common stock at the Second Closing and the Final Closing. We are also excited to report that, principally due to the expected relative improvement in our operations and the expected relative reduction in the rate of our use of cash during the fourth quarter of 2011, we believe that the immediacy of our need for additional cash has diminished.”

ERBA currently owns, directly or indirectly, 26,701,380 shares of IVAX Diagnostics’ common stock, or approximately 77.6% of the issued and outstanding shares of IVAX Diagnostics’ common stock.

-Richard Park

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