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Corgenix Medical Corporation

11575 Main Street, Suite 400

Broomfield, CO 80020

(303) 457-4345

MERGER PROPOSED — YOUR VOTE IS IMPORTANT

Dear Shareholder:

You are cordially invited to attend a special meeting of the shareholders of Corgenix Medical Corporation, a Nevada corporation, which will be held on                             , 2014 , at                  , Mountain Time,                                                      .

At the special meeting, we will ask you to consider and vote on a proposal to adopt an Agreement and Plan of Merger (the “Merger Agreement”) that we entered into with Centennial Medical Holdings, Inc., whom we refer to as “Buyer,” and Centennial Integrated, Inc., a wholly owned subsidiary of Buyer whom we refer to as the “Merger Sub,” on August 27, 2014.  Buyer and the Merger Sub are affiliates of Orgentec Diagnostika (“Orgentec”), a specialty diagnostics company headquartered in Mainz, Germany.  If shareholders representing at least a majority of the outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), entitled to vote thereon adopt the Merger Agreement and the merger is completed, we will become a wholly owned subsidiary of Buyer, and you will be entitled to receive $0.27 in cash, without interest and less any applicable withholding taxes, for each share of our Common Stock that you own.

After careful consideration, our board of directors, by the unanimous vote of all directors, approved the Merger Agreement and determined that the merger and the Merger Agreement are advisable and in the best interests of our company and our shareholders.  Our board of directors unanimously recommends that you vote “FOR” the adoption of the Merger Agreement.

Your vote is very important.  Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon.  Therefore, failure to vote will have the same effect as a vote against the adoption of the Merger Agreement.

In addition, the Securities and Exchange Commission has adopted rules that require us to seek a non- binding, advisory vote with respect to certain compensation arrangements for our named executive officers in connection with the merger.  Our board of directors unanimously recommends that you vote “FOR” the merger-related compensation proposal described in the accompanying proxy statement.

The accompanying proxy statement provides a detailed description of the proposed merger, the Merger Agreement and related matters, and a copy of the Merger Agreement is included as Annex A to the proxy statement.  We urge you to read all of these materials carefully.

Whether or not you are able to attend the special meeting in person, please submit your proxy via the internet address and telephone voting options available on the enclosed proxy card, or complete, sign and date the enclosed proxy card and return it in the provided envelope as soon as possible.  If you have Internet access, we encourage you to record your vote via the Internet.  This action will not limit your right to vote in person at the special meeting.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Georgeson Inc., at (877) 278-4751.

Thank you for your cooperation and your continued support of Corgenix Medical Corporation.

This proxy statement is dated                           , 2014 and is first being mailed to shareholders on or about                               , 2014.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF CORGENIX MEDICAL CORPORATION

To be held on                                     , 2014

TO THE SHAREHOLDERS OF

CORGENIX MEDICAL CORPORATION:

Notice is hereby given that a special meeting (the “Special Meeting”) of shareholders of Corgenix Medical Corporation (“Corgenix”) will be held at the                                                           , on                                    , 2014 at                         Mountain Time to consider and act upon the following matters:

1.              To adopt the Agreement and Plan of Merger, dated as of August 27, 2014, by and among Corgenix, Centennial Medical Holdings, Inc.  (“Buyer”) and Centennial Integrated, Inc., a wholly owned subsidiary of Buyer (the “Merger Sub”), as such may be amended from time to time (the “Merger Agreement”), pursuant to which each holder of shares of Corgenix common stock, par value $0.001 per share (the “Common Stock”), will be entitled to receive $0.27 in cash, without interest and less any applicable withholding taxes, for each share of our Common Stock held by such holder.

2.              To consider and vote on a proposal to approve, by a non-binding, advisory vote, certain compensation arrangements for our named executive officers in connection with the merger, which we refer to as the golden parachute proposal.

3.              To approve a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of adoption of the Merger Agreement, which we refer to as the adjournment proposal.

4.              To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof, including the consideration of any procedural matters incident to the conduct of the special meeting.

A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

Corgenix’s Board of Directors has fixed the close of business on September 15, 2014 as the record date.  Only holders of record of our Common Stock as of the close of business on September 15, 2014 are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment or postponement of the Special Meeting.  Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon, and the approval of each of the golden parachute proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote at the Special Meeting.  The list of shareholders entitled to vote at the special meeting will be available for inspection at our principal executive offices at 11575 Main Street, Suite 400, Broomfield, Colorado, 80020 during ordinary business hours at least 10 days before the Special Meeting.

WHETHER OR NOT YOU ARE ABLE TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT YOUR PROXY VIA THE INTERNET ADDRESS OR BY THE TELEPHONE NUMBER AVAILABLE ON THE ENCLOSED PROXY CARD, OR COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.  IF YOU HAVE INTERNET ACCESS, WE ENCOURAGE YOU TO RECORD YOUR VOTE VIA THE INTERNET.  THIS ACTION WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON AT THE SPECIAL MEETING.  IF YOU FAIL TO VOTE BY PROXY OR IN PERSON, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE ADOPTION OF THE MERGER AGREEMENT.  IF YOU RETURN A PROPERLY SIGNED PROXY CARD BUT DO NOT INDICATE HOW YOU WANT TO VOTE, YOUR PROXY WILL BE COUNTED AS A VOTE “FOR” ADOPTION OF THE MERGER AGREEMENT, “FOR” APPROVAL OF THE GOLDEN PARACHUTE PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

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SUMMARY TERM SHEET

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you.  Accordingly, we urge you to read carefully this entire proxy statement and the annexes to this proxy statement.  We have included page references parenthetically to direct you to a more complete description of the topics in this summary.

In this proxy statement, the terms “we,” “us,” “our,” “our company” and “Corgenix” refer to Corgenix Medical Corporation, the term “Buyer” refers to Centennial Medical Holdings, Inc., the term “Merger Sub” refers to Centennial Integrated, Inc., a wholly owned subsidiary of Buyer, the term “Orgentec” refers to Orgentec Diagnostika, an affiliate of Buyer and the Merger Sub, and the term “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of August 27, 2014, by and among Corgenix, Buyer and the Merger Sub, as it may be amended from time to time.

Parties to the Merger

Corgenix Medical Corporation
11575 Main Street, Suite 400

Broomfield, Colorado, 80020
Telephone: (303) 457-4345

We develop and manufacture specialized diagnostic kits for immunology disorders, vascular diseases (including the world’s only non-blood-based test for aspirin effect), bone and joint disorders and a line of unique detection products for viral hemorrhagic disease. Our diagnostic products are commercialized for use in clinical laboratories throughout the world. We currently sell over 50 diagnostic products through a global distribution network and have significant experience in product submissions to the FDA and other worldwide regulatory authorities. Additionally, we contract, develop and manufacture products for key medical and life science companies in state-of-the-art facilities in Colorado.

Orgentec Diagnostika

333 W. Wacker, Suite 2800

Chicago, IL 60606

Telephone: (312) 506-2900

Orgentec is a global specialty diagnostics company.  The company offers a portfolio of more than 300 tests, primarily enzyme-linked immunosorbent assays (ELISA), that help diagnose rheumatology, thrombosis and gastroenterology disorders, as well as infectious diseases. It also offers a fully automated instrument and associated test kits that enable laboratories to complete multiple assays and deliver faster results than traditional ELISA tests.  Orgentec has an established position in Europe and a growing presence in Asia, Latin America and the Middle East.  It is headquartered in Mainz, Germany.  Orgentec is an affiliate of Water Street Healthcare Partners, LLC (“Water Street”), a strategic investor focused exclusively on the healthcare industry.

Centennial Medical Holdings, Inc.

c/o Water Street Healthcare Partners, LLC

333 West Wacker Drive, Suite 2800

Chicago, IL 60606

Telephone: (312) 506-2900

Buyer is an affiliate of Orgentec and was formed for the purpose of acquiring and holding us.  Buyer has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.  Upon consummation of the proposed merger, we will become a wholly owned subsidiary of Buyer.

Centennial Integrated, Inc.

c/o Water Street Healthcare Partners, LLC

333 West Wacker Drive, Suite 2800

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Chicago, IL 60606

Telephone: (312) 506-2900

The Merger Sub is a direct, wholly owned subsidiary of Buyer and was formed solely for the purpose of facilitating Buyer’s acquisition of us.  The Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.  Upon consummation of the proposed merger, the Merger Sub will merge with and into us and will cease to exist.

The Merger (page 49)

Upon the terms and subject to the conditions of the Merger Agreement, the Merger Sub will be merged with and into us, and each holder of shares of our common stock, par value $0.001 per share (“Common Stock”), will be entitled to receive $0.27 in cash, without interest and less any applicable withholding taxes, for each share of Common Stock held by such holder immediately prior to the merger (unless such holder has not voted in favor of the Merger Agreement and has properly exercised his or her statutory dissenter’s rights with respect to the merger) (such consideration, the “Merger Consideration”).  Following the merger, we will cease to be a publicly traded company and will instead become a wholly owned subsidiary of Buyer.  You will not own any shares of the surviving corporation of the merger.  The Merger Agreement is attached as Annex A to this proxy statement.  Please read it carefully.

The Special Meeting of Shareholders (page 14)

The special meeting will be held on                                         , 2014, at                             , Mountain Time, at the                                                                                                                   .  At the special meeting, you will be asked to vote upon a proposal to adopt the Merger Agreement that we have entered into with Buyer and the Merger Sub, which we refer to as the merger proposal.  You will also be asked to vote upon a non-binding proposal to approve the compensation that may become payable to certain of our named executive officers in connection with the completion of the merger, which we refer to as the golden parachute proposal, and a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of adoption of the Merger Agreement, which we refer to as the adjournment proposal.  You may also be asked to vote upon such other matters as may properly come before the special meeting or any adjournment or postponement thereof.

Record Date; Stock Entitled to Vote (page 14)

Our board of directors has fixed the close of business on September 15, 2014, as the record date for determining shareholders entitled to receive notice of and to vote at the special meeting.  On the record date, we had 54,228,834 outstanding shares of Common Stock held by approximately 80 shareholders of record.  We have no other class of voting securities outstanding.

Shareholders of record on the record date will be entitled to one vote per share of our Common Stock on any matter that may properly come before the special meeting and any adjournment or postponement of that meeting.

Vote Required for Approval (page 15)

Pursuant to the requirements of Section 92A.120 of the Nevada Revised Statutes (“NRS”), the approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon.  Abstentions and broker non-votes, as described below, will have the same effect as a vote “AGAINST” the approval of the merger proposal.

The affirmative vote of the holders of a majority of the shares of our Common Stock present in person or by proxy and entitled to vote at the special meeting will be required to approve each of the golden parachute proposal and the adjournment proposal.  Abstentions will have the same effect as a vote “AGAINST” the approval of these proposals.  Broker non-votes will have no effect on the approval of these proposals.

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Brokers or other nominees who hold shares of our Common Stock in “street name” for customers who are the beneficial owners of such shares may not, in the absence of specific instructions from those customers, give a proxy to vote their customers’ shares with respect to the approval of the merger proposal, the golden parachute proposal or the adjournment proposal.  Shares held by brokers or other nominees that are not voted for lack of instructions from their customers are referred to as “broker non-votes.” Broker non-votes will not be counted as votes cast or shares voting and will have the same effect as votes “AGAINST” the merger proposal.  Assuming a quorum is present at the special meeting, broker non-votes will have no effect on the approval of the golden parachute proposal or the adjournment proposal.

On the record date, our directors and executive officers owned and were entitled to vote approximately 5.5% of our shares of Common Stock outstanding on that date, and such persons have entered into a voting agreement obligating them to vote to approve the Merger Agreement at our special meeting.

Our Board’s Recommendation (page 14)

Our board of directors unanimously (i) determined that the merger and the Merger Agreement are advisable and in the best interests of our company and our shareholders, (ii) approved the Merger Agreement, (iii) resolved to recommend that shareholders vote in favor of the adoption of the Merger Agreement, and (iv) directed that such matter be submitted for the consideration of our shareholders at the special meeting.  Accordingly, our board of directors unanimously recommends that our shareholders vote “FOR” the merger proposal, “FOR” the golden parachute proposal and “FOR” the adjournment proposal.

For the factors considered by our board of directors in reaching its decision to approve the Merger Agreement, see “The Merger — Reasons for the Merger and Recommendation of our Board of Directors” beginning on page 27 of this proxy statement.

Opinion of Corgenix’s Financial Advisor (page 31 and Annex C)

In connection with the merger, our financial advisor, Inverness Advisors, a division of KEMA Partners LLC, or Inverness, rendered to our board of directors its written opinion, that as of August 26, 2014, and based upon and subject to the various assumptions, procedures, factors, qualifications and limitations set forth in the written opinion, the consideration to be received by holders of shares of our Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.  The full text of the written opinion of Inverness, dated as of August 26, 2014, is attached as Annex C to this proxy statement and is incorporated by reference into this proxy statement in its entirety.  The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Inverness in rendering its opinion.  The summary of the opinion of Inverness in this proxy statement is qualified in its entirety by reference to the full text of the opinion.  Inverness’s opinion is directed to our board of directors and addresses only the fairness, from a financial point of view, of the consideration to be received by holders of shares of our Common Stock pursuant to the Merger Agreement as of the date of the opinion.  Inverness’s opinion does not address any other aspects of the merger and does not constitute a recommendation to any holder of our Common Stock as to how to vote at any shareholders’ meeting held in connection with the merger or whether to take any other action with respect to the merger.

Conditions to the Merger (page 60)

Conditions to Each Party’s Obligations.  The respective obligations of each party to effect the merger are subject to the satisfaction or, to the extent permitted by law, waiver of each of the following conditions:

·                  the adoption of the Merger Agreement by the holders of a majority of the shares of our Common Stock outstanding on the record date for the special meeting on or before December 31, 2014;

·                  none of the parties are subject to any order or injunction that prohibits consummation of the transactions contemplated by the Merger Agreement;

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·                  all consents, authorizations, order and approvals with any governmental entity required will have been obtained; and

·                  no action will be pending or threatened by or before any court in which an unfavorable judgment would prevent any of the transactions contemplated by the Merger Agreement or cause any such transaction to be declared unlawful or rescinded or that would reasonably cause a company material adverse effect.

Conditions to Buyer’s and the Merger Sub’s Obligations.  The obligations of Buyer and the Merger Sub to consummate the merger are subject to the satisfaction or, to the extent permitted by law, waiver of further conditions, including:

·                  we must have performed in all material respects all obligations required to be performed by us under the Merger Agreement at or prior to the closing date of the merger;

·                  our representations and warranties, except those related to authorization, validity and effect of agreements and our capitalization, must be true and correct as of the date of the Merger Agreement and as of the closing date of the merger (provided that, for this purpose, our representations and warranties will be deemed not qualified by any references therein to materiality), except to the extent that such representation or warranty relates to an earlier time (in which case as of such earlier time), provided that this condition will be deemed satisfied even if not true and correct unless the failure would have or would reasonably be likely to have a company material adverse effect;

·                  our representations and warranties relating to authorization, validity and effect of agreements and capitalization must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date of the merger;

·                  we will not be in default of any obligation under any material contract, unless such default would not reasonably be expected to have a company material adverse effect;

·                  Buyer must have received a certificate as to our incorporation and good standing and the good standing of Corgenix, Inc.;

·                  there will have been no change in our financial condition or results of operations from that reflected in the balance sheet so as to result, or be reasonably likely to result, in a company material adverse effect;

·                  Buyer must have received certain consents and agreements from third parties and release of certain liens;

·                  no action will be pending where an unfavorable injunction, judgment, order or ruling would prevent consummation of the merger or transactions contemplated by the Merger Agreement;

·                  dissenting shares will not constitute more than 10% of the shares issued and outstanding; and

·                  Buyer must have received a certificate signed by one of our senior executive officers as to the satisfaction of the conditions in the first, second, third and sixth bullets above.

Conditions to Our Obligations.  Our obligation to consummate the merger is subject to the satisfaction or waiver of further conditions, including:

·                  Buyer and Merger Sub must have performed in all material respects all obligations required to be performed by us under the Merger Agreement at or prior to the closing date of the merger;

·                  the representations and warranties of Buyer and Merger Sub, except those related to authorization, validity and effect of agreements, must be true and correct as of the date of the Merger Agreement and as of the closing date of the merger (provided that, for this purpose, our representations and warranties will be deemed not qualified by any references therein to materiality), except to the extent that such representation

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or warranty relates to an earlier time (in which case as of such earlier time), provided that this condition will be deemed satisfied even if not true and correct unless the failure would have or would reasonably be likely to have a Buyer material adverse effect;

·                  the representations and warranties of Buyer and Merger Sub relating to authorization, validity and effect of agreements must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date of the merger;

·                  we will have received a certificate from the Secretary of State of Delaware with respect to the incorporation and good standing of Buyer and certificate from the Secretary of State of Nevada with respect to the incorporation and good standing of Merger Sub;

·                  we will have received all consents and approvals from third parties required in connection with the Merger Agreement and consummation of the transactions contemplated by it;

·                  we will have received certificates signed by the President or Vice President and Secretary of each of Buyer and Merger Sub, attaching a copy of the resolutions of the board of directors of each approving the Merger Agreement and the consummation of the transactions; and

·                  we must have received a certificate signed by one of Buyer’s and Merger Sub’s senior executive officers as to the satisfaction of the conditions in the first, second and third bullets above.

No Solicitation (page 57)

Immediately upon signing of the Merger Agreement, we agreed not to, and agreed not to authorize or permit any of our officers, directors or employees, or authorize any of our financial advisors, attorneys or other advisors or representatives to (i) solicit, initiate, or knowingly encourage or induce the submission or announcement of any takeover proposal, (ii) participate or engage in any discussions or negotiations with any person or group other than Buyer, the Merger Sub regarding any takeover proposal, or furnish any non-public information relating to us to any third party that we believe would be used for purposes of making or furthering any takeover proposal, (iii) amend or grant any waiver, amendment or release under any standstill or similar agreement with a third party; or (iv) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement relating to a takeover proposal.

Notwithstanding the restrictions described above, at any time before the adoption of the Merger Agreement by our shareholders, if we receive an unsolicited written takeover proposal from a third party that did not result from a breach of the provisions of the Merger Agreement regarding restrictions on solicitations, we may provide or furnish information to the third party making the takeover proposal pursuant to an executed confidentiality agreement so long as our board of directors determines in good faith, after consultation with our financial advisor and outside counsel, that the takeover proposal is, or could reasonably be expected to result in or lead to, a superior proposal or take any action that any court of competent jurisdiction order us to take.

We must promptly notify Buyer after receipt of any takeover proposal, identify the third party making the proposal and provide a summary of the material terms and conditions of such proposal.

Termination of the Merger Agreement (page 62)

The parties may terminate on mutual written consent. Any party may also terminate if the merger is not consummated by December 31, 2014, a governmental entity takes action that would make the merger illegal or prevents consummation, or the shareholders fail to approve the merger.  Buyer and Merger Sub may terminate if our board of directors effects a change in recommendation, we breach or fail to perform in accordance with the Merger Agreement, and such failure is not cured, or we enter into an acquisition agreement in accordance with the terms of the Merger Agreement.  We may terminate if we enter into an acquisition agreement with a third party in accordance

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with the terms of the Merger Agreement, or Buyer or Merger Sub breaches or fails to perform in accordance with the Merger Agreement, and such failure is not cured.

Termination Fees (page 63)

The Merger Agreement provides that we would pay Buyer a termination fee of $324,000 plus out of pocket expenses up to $400,000, if:

·                  We or Buyer terminates the Merger Agreement based on a superior proposal termination;

·                  Buyer terminates the agreement for our breach of the Merger Agreement; or

·                  Buyer terminates the Merger Agreement on the basis that our board of directors has effected a change in recommendation.

Buyer has agreed to pay us a termination fee of $648,000 plus out of pocket expenses up to $400,000, if we terminate the Merger Agreement based on a breach of the Merger Agreement by the Buyer or Merger Sub.

We, Buyer and the Merger Sub are also entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement to enforce specifically the terms and provisions of the Merger Agreement.  The election to pursue an injunction, specific performance or other equitable relief will not restrict, impair or otherwise limit the parties from seeking to terminate the Merger Agreement and collect the termination fee or expenses described above.

Expenses (page 63)

Except to the extent described herein regarding Termination Fees, we and Buyer are required to pay our own expenses in connection with the Merger Agreement and consummation of the transactions contemplated thereby, whether or not the merger is consummated.

Voting Agreement (page 63 and Annex B)

Simultaneously with the execution of the Merger Agreement, all of our executive officers and directors who are also shareholders, holding approximately 5.5% of shares of our Common Stock issued and outstanding (not including options held by any executive officer or director or warrants held by certain other shareholders), each entered into a voting agreement with Buyer pursuant to which each executive officer and director agreed that he or she will vote his or her shares of Common Stock (i) in favor of approval and adoption of the Merger Agreement and (ii) against certain other acquisition proposals.  The voting agreement terminates on the earlier of (a) the effective date of the Merger, (b) the termination of the Merger Agreement and (c) the date our board of directors effects a change in board recommendation pursuant to the Merger Agreement.

Dissenter’s Rights (page 64 and Annex D)

Holders of our Common Stock are entitled to assert dissenter’s rights under Nevada Revised Statutes 92A.300 to 92A.500, inclusive.  In the event of certain extraordinary corporate transactions, such as a merger, shareholders may exercise dissenter’s rights by “demanding payment” for their shares at a price equal to its fair value immediately before the corporate action.  If we and the shareholder cannot agree on a fair value, we must then commence an appraisal process in state court to determine the fair value, which may be more than, equal to, or less than the Merger Consideration.  To exercise dissenter’s rights, a holder of our Common Stock must deliver to us a notice of the holder’s intent to demand payment for his or her shares before the shareholder vote on the Merger Agreement is taken at the special meeting, must not vote any shares in favor of the proposal to adopt the Merger Agreement, and must strictly comply with all of the procedures required by Nevada law.

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A copy of the full text of NRS 92A.300 to 92A.500 is included as Annex D to this proxy statement.  Failure to follow the procedures set forth in NRS 92A.300 to 92A.500 will result in the forfeiture of dissenter’s rights.

Material United States Federal Income Tax Consequences (page 45)

If the merger is completed, the exchange of Common Stock by our shareholders for the Merger Consideration will generally be treated as a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended.  Because of the complexities of the tax laws, we advise you to consult your personal tax advisors concerning the applicable United States federal, state, local, foreign and other tax consequences of the merger to you.

Treatment of Options and Warrants (page 51)

We issued options to purchase shares of our Common Stock under our 2011 Incentive Compensation Plan and 2007 Incentive Compensation Plan (which, together, we refer to as the stock plans).  Our board of directors has adopted resolutions providing that each stock option that has not been exercised and has not expired or terminated and remains outstanding immediately prior to the effective time of the merger will be canceled, and the holder of any such option will be entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of our Common Stock issuable upon exercise of such option and (ii) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to any required withholding taxes.  No holder of an option that has an exercise price per share greater than $0.27 is entitled to any payment with respect to such canceled option before or after the effective time of the merger.  See “Material United States Federal Income Tax Consequences” beginning on page 45 of this proxy statement for a discussion of the tax consequences of the merger to option holders.

Our board of directors also adopted resolutions providing that each warrant to purchase shares of Common Stock that is outstanding immediately prior to the effective time of the merger will be canceled, and the holder of any such warrant will be entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of our Common Stock previously subject to such warrant and (ii) the excess, if any, of the Merger Consideration over the per share exercise price previously subject to such warrant, subject to any required withholding taxes.  No holder of a warrant that has an exercise price per share that is greater than $0.27 is entitled to any payment with respect to such canceled warrant before or after the effective time of the merger.  See “Material United States Federal Income Tax Consequences” beginning on page 45 of this proxy statement for a discussion of the tax consequences of the merger to warrant holders.

Interests of Our Directors and Executive Officers and Our Largest Shareholder in the Merger (page 40 and 44)

In considering the recommendation of our board of directors with respect to the Merger Agreement, holders of shares of our Common Stock should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, those of our shareholders generally.  These interests may create potential conflicts of interest.  Our board of directors was aware that these interests existed when it approved the Merger Agreement.  These interests include:

·                  accelerated vesting, as a result of the merger, of certain equity awards held by our executive officers;

·                  severance arrangements for our President and Chief Executive Officer, Senior Vice President Operations and Finance and Chief Financial Officer and Senior Vice President Sales and Marketing pursuant to the terms of their management agreements; and

·                  indemnification of our directors and executive officers by the surviving corporation following the merger.

These arrangements are further described under “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 40 of this proxy statement.  In addition, our largest shareholder may have interests in the merger that are in addition to, or different from, the interests of our shareholders generally.  These

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arrangements are further described under “The Merger — Interests of our Large Shareholder” beginning on page 44 of this proxy statement.

Common Stock Ownership of Our Directors and Executive Officers (page 66)

As of September 15, 2014, our current directors and executive officers beneficially owned in the aggregate 4,912,183 shares of our Common Stock or approximately 8.87% of our total outstanding shares. The share ownership of our directors and executive officers is further described under “Security Ownership of Management and Certain Beneficial Owners” beginning on page 66 of this proxy statement.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers briefly address some commonly asked questions about the special meeting of shareholders and the merger.  These questions and answers may not address all questions that may be important to you as a shareholder.  You should carefully read this entire proxy statement, including each of the annexes.

Q.                                   What is the proposed transaction?

A.                                    We, Buyer and the Merger Sub have entered into a definitive agreement pursuant to which, and subject to the terms and conditions thereof, Buyer will acquire us by merging the Merger Sub with and into us, with our company as the surviving corporation of the merger.  We will cease to be a publicly traded company and will become a wholly owned subsidiary of Buyer.

Q.                                   If the merger is completed, what will I be entitled to receive for my shares of Common Stock, and when will I receive it?

A.                                    You will be entitled to receive $0.27 in cash, without interest and less any applicable withholding taxes, for each share of Common Stock that you own.  This does not apply to shares held by our shareholders, if any, who properly perfect dissenter’s rights under Nevada law.

After the merger closes, Buyer will arrange for a letter of transmittal to be sent to each of our shareholders for use in surrendering stock certificates or transferring uncertificated shares in exchange for the Merger Consideration.  The Merger Consideration will be paid to a shareholder once that shareholder submits a properly completed letter of transmittal, his, her or its stock certificates and any other required documentation or, in the case of book-entry transfer of uncertificated shares of our Common Stock, an “agent’s message.”

Q.                                   When is the merger expected to be completed?

A.                                    We expect the merger to be completed during the fourth quarter of 2014.  However, the merger is subject to various closing conditions, including shareholder approval, and it is possible that the failure to timely meet these closing conditions or other factors outside our control could require us to complete the merger at a later time or not at all.

Q.                                   What will happen to my shares of Common Stock after the merger?

A.                                    Following the effectiveness of the merger, your shares of Common Stock will represent only the right to receive the Merger Consideration, and trading in our Common Stock on the OTC Bulletin Board® will cease.  Price quotations for our Common Stock will no longer be available, and we will cease filing periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Q.                                   What will I be asked to vote upon at the special meeting?

A.                                    You will be asked to vote on:

·                                          the adoption of the Merger Agreement that we have entered into with Buyer and the Merger Sub, pursuant to which the Merger Sub will be merged with and into us and we will become a wholly owned subsidiary of Buyer, which we refer to as the merger proposal; and

·                                          the approval, by a non-binding, advisory vote, of certain compensation arrangements for our named executive officers in connection with the merger, which we refer to as the golden parachute proposal; and

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·                                          the approval of the adjournment or postponement, if necessary, of the special meeting to solicit additional proxies in favor of adoption of the Merger Agreement, which we refer to as the adjournment proposal.

Whether or not you are able to attend the special meeting in person, please submit your proxy via the Internet address or by the telephone number available on the enclosed proxy card, or complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible.

Q.                                  What shareholder approval is required for the merger proposal?

A.                                    The holders of a majority of the outstanding shares of our Common Stock entitled to vote on September 15, 2014, which is the record date for the special meeting of shareholders, must vote in favor of the merger proposal.  Only holders of record of our Common Stock at the close of business on the record date are entitled to receive notice of and to vote at the special meeting.  As of the close of business on the record date, there were 54,228,834 shares of our Common Stock outstanding, held by approximately 80 shareholders of record, and entitled to vote at the special meeting.  Abstentions and broker non-votes (as described below) will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

Q.                                   What shareholder approval is required for the golden parachute proposal?

A.                                    The holders of a majority of the shares of our Common Stock present in person or represented by proxy and entitled to vote at the special meeting will be required to approve the non-binding advisory golden parachute proposal.  Abstentions will have the same effect as a vote “AGAINST” the golden parachute proposal.  Broker non-votes will have no effect on the approval of the golden parachute proposal.

Q:                                  What will happen if shareholders do not approve the golden parachute proposal at the special meeting?

A:                                   Approval of the golden parachute proposal is not a condition to the completion of the merger. The vote with respect to the golden parachute proposal is an advisory vote and will not be binding on us or Buyer. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the non-binding advisory vote, if the Merger Agreement is adopted by the shareholders and the merger is completed, our named executive officers will receive any golden parachute compensation to which they may be entitled.

Q.                                   What shareholder approval is required for the adjournment proposal?

A.                                    The holders of a majority of the shares of our Common Stock present in person or represented by proxy and entitled to vote at the special meeting will be required to approve the adjournment proposal.  Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal.  Broker non-votes will have no effect on the approval of the adjournment proposal.

Q.                                   Who is entitled to vote at the special meeting?

A.                                    Holders of record of shares of our Common Stock as of the close of business on September 15, 2014 are entitled to vote at the special meeting.  Such holders are entitled to one vote per share of our Common Stock held.

Q.                                   Why is our board of directors recommending the merger?

A.                                    Our board of directors engaged in a lengthy process, with the assistance of Inverness and senior management, to explore the strategic alternatives available to us, including a sale of our company.  After careful consideration and consultation with our senior management, legal counsel and financial advisor, our board of directors, by the unanimous vote of all directors, approved the Merger Agreement and determined that the merger and the Merger Agreement are advisable and in the best interests of our company and our shareholders.  Our board of directors unanimously recommends that you adopt the Merger Agreement.  For a more detailed explanation of the factors that our board of directors considered in determining whether to recommend the merger, see “The Merger — Reasons for the Merger and Recommendation of our Board of Directors” beginning on page 27 of this proxy statement.

Q.                                   What should I do now?

A.                                    After carefully reading and considering the information contained in this proxy statement, please vote in one of the following three ways, regardless of whether you plan to attend the special meeting: (i) by completing your proxy through the Internet at the address listed on the accompanying proxy card, (ii) by

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completing your proxy using the toll-free telephone number listed on the proxy card, or (iii) by completing, signing and dating the proxy card and returning it in the enclosed postage-prepaid envelope.  You can also attend the special meeting and vote in person.  Do NOT enclose or return your stock certificate(s) with your proxy card.

Q.                                   If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A.                                    No.  Brokers or other nominees who hold shares of our Common Stock in “street name” for customers who are the beneficial owners of those shares may not, in the absence of specific instructions from those customers, give a proxy to vote their customers’ shares with respect to the approval of the merger proposal, the golden parachute proposal or the adjournment proposal.  You should follow the procedures provided by your broker regarding the voting of your shares.  Shares of our Common Stock that are not voted by brokers for lack of specific instructions from their customers are referred to as “broker non-votes” and will not be counted as votes cast or shares voting and will have the same effect as a vote “AGAINST” the approval of the merger proposal.  Assuming a quorum is present at the special meeting, broker non-votes will have no effect on the approval of the golden parachute proposal or the adjournment proposal.

Q.                                   What if I do not vote?

A.                                    If you fail to vote in person or by proxy, it will have the same effect as a vote “AGAINST” the merger proposal.  Failure to vote will have no effect on the golden parachute proposal or the adjournment proposal.  Failure to vote could adversely affect our ability to obtain a quorum at the special meeting.

If you return a properly signed proxy card but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the merger proposal, “FOR” the golden parachute proposal and “FOR” the adjournment proposal.

If you submit your properly signed proxy and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum but will have the same effect as a vote “AGAINST” the merger proposal, “AGAINST” the golden parachute proposal and “AGAINST” the adjournment proposal.

Q.                                  When should I cast my vote?

A.                                    You should complete your proxy card through the Internet or by telephone or mail in your proxy card as soon as possible, but in any event before                                , 2014 so that your shares will be voted at the special meeting.

Q.                                   May I change my vote after I have mailed my signed proxy card or voted via the Internet or by telephone?

A.                                    Yes.  You may change your vote and revoke your proxy at any time before the polls close at the special meeting.  You can do this in one of three ways.  First, you can send a written, dated notice to our Secretary stating that you would like to revoke your proxy.  Second, you can complete, date and submit a new proxy card.  Third, you can attend the meeting and vote in person.  Your attendance alone will not revoke your proxy.  If you have instructed a broker or other nominee to vote your shares, you must follow the directions received from your broker to change those instructions.  With respect to voting your proxy via the Internet or by telephone, you can revoke your proxy by voting again, and only your last action via the Internet or by telephone will be counted.

Q.                                   May I vote in person?

A.                                    Yes.  You may attend the special meeting of shareholders and vote your shares of our Common Stock in person.  If you hold shares in “street name,” you must provide a proxy executed by your broker or other

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nominee in your favor in order to vote your shares at the special meeting.  In accordance with our security procedures, all persons attending the special meeting will be required to present picture identification.

Q.                                   Am I entitled to dissenter’s or appraisal rights?

A.                                    Under the NRS, holders of our Common Stock are entitled to assert dissenter’s rights, but only if they comply with all requirements of Nevada law, which are summarized in this proxy statement.  By exercising dissenter’s rights, shareholders can “demand payment” for their shares at a price equal to its fair value immediately before the corporate action.  If we and the shareholder cannot agree on a fair value we must then commence an appraisal process in state court to determine the fair value.  This appraisal amount could be more than, the same as, or less than the amount that a shareholder will be entitled to receive under the Merger Agreement.  Any holder of shares of our Common Stock intending to exercise dissenter’s rights, among other things, must submit a written demand for appraisal to us prior to the vote on the adoption of the Merger Agreement and must not vote or otherwise submit a proxy in favor of the adoption of the Merger Agreement.  Failure to follow exactly the procedures specified under Nevada law will result in the forfeiture of dissenter’s rights.  Because of the complexity of the Nevada law relating to dissenter’s rights, if you are considering exercising your dissenter’s rights, we encourage you to seek the advice of your own legal counsel.  For more information, see “Dissenter’s Rights” beginning on page 64 of this proxy statement.  In addition, a copy of the full text of NRS 92A.300 to 92A.500 is attached as Annex D to this proxy statement.

Q.                                   Will the merger be a taxable transaction to me?

A.                                    The receipt of cash for shares of our Common Stock pursuant to the merger will generally be a taxable transaction for United States federal income tax purposes.  In general, you will recognize gain or loss equal to the difference between the amount of cash you receive and the adjusted tax basis of your shares of our Common Stock.  For a more detailed explanation of the tax consequences of the merger, see “Material United States Federal Income Tax Consequences” beginning on page 45 of this proxy statement.  You should consult your tax advisor on how specific tax consequences of the merger apply to you.

Q.                                   Should I send in my stock certificates now?

A.                                    No.  After the merger closes, Buyer will arrange for a letter of transmittal containing detailed instructions to be sent to each shareholder.  The Merger Consideration will be paid to a shareholder once that shareholder submits a properly completed letter of transmittal accompanied by that shareholder’s stock certificates and any other required documentation.

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES NOW.

Q.                                   What happens if the merger is not consummated?

A.                                    If the Merger Agreement is not adopted by shareholders or if the merger is not completed for any other reason, shareholders will not receive any payment for their shares in connection with the merger. Instead, we will remain an independent public company and our common stock will continue to be traded on the OTC Bulletin Board®.

Q.                                   What should I do if I have questions?

A.                                    You should direct any questions regarding extra copies of the proxy materials, the special meeting of shareholders or the merger to our proxy solicitor, Georgeson Inc., at (877) 278-4751.

If your brokerage firm, bank, trust or other nominee holds your shares in “street name,” you should also call your brokerage firm, bank, trust or other nominee for additional information.

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AVAILABLE INFORMATION

We file reports, proxy materials and other information with the Securities and Exchange Commission (the “Commission”). These reports, proxy materials and other information concerning Corgenix can be inspected and copied at the Public Reference Section maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies can be obtained by mail from the Commission at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington D.C. The Commission also maintains a site on the World Wide Web (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants (including Corgenix) that file electronically with the Commission.

Important Notice Regarding the Availability of Proxy Material for the Shareholder Meeting to Be Held on                          , 2014:

The Proxy Statement for the Corgenix Medical Corporation Special Meeting of Shareholders and Annual Report on Form 10-K for the year ended June 30, 2014 are available at                                                    .

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We caution you that this document contains disclosures that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about us and the merger.  All statements regarding our expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budget, projected costs or cost savings, capital expenditures, competitive positions, growth opportunities for existing products or products under development, plans and objectives of management for future operations, markets for stock, and our evaluation of strategic alternatives, including the merger, are forward-looking statements.  In addition, forward-looking statements include statements in which we use words such as “expect,” “believe,” “anticipate,” “intend,” or similar expressions.  These forward-looking statements are based upon information presently available to our management and are inherently subjective, uncertain and subject to change, due to any number of risks and uncertainties.  Factors that could cause events not to occur as expressed in the forward-looking statements in this document include, but are not limited to, unanticipated delays; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any litigation that has been or may be instituted with respect to the merger; and the inability to complete the merger due to the failure to obtain the approval of our shareholders of the adoption of the Merger Agreement or the failure to satisfy other closing conditions, as well as other risk factors detailed in our Annual Report on Form 10-K for the year ended June 30, 2014, filed with the SEC on September 10, 2014, under the captions “Forward looking Statements” and “Risk Factors” and otherwise in our reports and filings with the Securities and Exchange Commission.  Many of these factors are beyond our ability to control or predict.  You should not place undue reliance on any forward-looking statements, since those statements speak only as of the date that they are made.  We assume no obligation to update, revise or correct any forward-looking statements after the date of this document or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise, except as otherwise may be required by law.

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THE SPECIAL MEETING OF SHAREHOLDERS

We are furnishing this proxy statement to you, as a holder of our Common Stock, as part of the solicitation of proxies by our board of directors for use at the special meeting of shareholders, or at any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

The special meeting of our shareholders will be at the                                     , on                   ,            , 2014, at                      Mountain Time.

Purpose of the Special Meeting

The purpose of the special meeting is:

·                  to vote on a proposal to adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, which we refer to as the merger proposal;

·                  to vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for our named executive officers in connection with the merger, which we refer to as the golden parachute proposal;

·                  to vote on a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the Merger Agreement, which we refer to as the adjournment proposal; and

·                  to transact such other business as may properly come before the meeting or any adjournment or postponement thereof, including the consideration of any procedural matters incident to the conduct of the special meeting.

Our Board’s Recommendation

Our board of directors, by the unanimous vote of all directors, approved the Merger Agreement and determined that the merger and the Merger Agreement are advisable and in the best interests of our company and our shareholders.  Accordingly, our board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” the golden parachute proposal and “FOR” the adjournment proposal.

Record Date; Stock Entitled to Vote

The holders of record of shares of our Common Stock as of the close of business on September 15, 2014, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.  On the record date, there were 54,228,834 shares of our Common Stock outstanding and entitled to vote held by approximately 80 shareholders of record.  Each share of our Common Stock entitles the holder to one vote on all matters properly coming before the special meeting or any adjournment or postponement thereof.

Quorum

Our Bylaws and Nevada law require the presence, in person, or by duly authorized proxy, of the holders of a majority of the outstanding shares of our Common Stock entitled to vote at the special meeting to constitute a quorum.  Both abstentions and “broker non-votes” (as that term is described under “— Voting” beginning on page 15 of this proxy statement) will be counted as present for purposes of determining the existence of a quorum.  If a quorum is not present at the special meeting, the special meeting may be adjourned by either the chairman of the meeting or by the holders of a majority of the shares of our Common Stock represented at the meeting, but no other business may be conducted.  If a quorum is not present, we expect to adjourn the special meeting to solicit additional proxies and intend to vote any proxies we have received at the time of the special meeting in favor of an adjournment.

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Vote Required for Approval

Our Amended and Restated Articles of Incorporation (“Articles”), Bylaws and Nevada law require the affirmative vote of holders of a majority of the shares of our Common Stock outstanding on record date entitled to vote to approve the merger proposal.  For the merger proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

The affirmative vote of the holders of a majority of the shares of our Common Stock present in person or represented by proxy and entitled to vote at the special meeting will be required to approve the golden parachute proposal and the adjournment proposal.  Abstentions will have the same effect as a vote “AGAINST” the golden parachute proposal and the adjournment proposal.  Assuming a quorum is present at the special meeting, broker non-votes will have no effect on the approval of the golden parachute proposal or the adjournment proposal.

Voting

If you are a holder of record of shares of our Common Stock, you may vote your shares by attending the special meeting and voting your shares of Common Stock in person, or by one of the following three ways, regardless of whether you plan to attend the special meeting:

·                  by completing your proxy through the Internet, as listed on the accompanying proxy card;

·                  by completing your proxy using the toll-free telephone number, as listed on the proxy card; or

·                  by completing, signing and dating the proxy card and returning it in the enclosed postage-prepaid envelope.

All shares of our Common Stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holder.  If a written proxy card is signed by a shareholder and returned without instructions, the shares of Common Stock represented by the proxy will be voted “FOR” the merger proposal, “FOR” the golden parachute proposal, “FOR” the adjournment proposal and in accordance with the recommendations of our board of directors on any other matters properly brought before the special meeting for a vote.

Shareholders who have questions or requests for assistance in completing and submitting proxy cards should contact our proxy solicitor, Georgeson Inc., at (877) 278-4751.

Shareholders who hold their shares of our Common Stock in “street name,” meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their shares of our Common Stock how to vote their shares or obtain a proxy from the record holder to vote their shares at the special meeting.  Brokers or other nominees may not, in the absence of specific instructions from their customers, give a proxy to vote their customers’ shares with respect to the merger proposal, the golden parachute proposal or the adjournment proposal.  Shares held by brokers or other nominees that are not voted for lack of instructions from their customers are commonly referred to as “broker non- votes.” You should follow the procedures provided by your broker or nominee regarding the voting of your shares.  Broker non-votes will not be counted as votes cast or shares voting and will have the same effect as votes “AGAINST” the adoption of the Merger Agreement.  Assuming a quorum is present at the special meeting, broker non-votes will have no effect on the golden parachute proposal or the adjournment proposal.

Revocability of Proxies

You may change your vote at any time before the polls close at the special meeting.  You can do this in one of three ways.  First, you can send a written, dated notice to our Secretary at Corgenix Medical Corporation, 11575 Main Street, Suite 400, Broomfield, Colorado 80020, stating that you would like to revoke your proxy.  Second, you can complete, date and submit a new proxy card with a later date.  Third, you can attend the special meeting and vote in person.  Your attendance alone will not revoke your proxy.  If you have instructed a broker or nominee to

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vote your shares, you must follow directions received from your broker or nominee to change those instructions.  If you have voted your proxy via the Internet or by telephone, you can revoke your proxy by voting again and only your last action via the Internet or by telephone will be counted.

Solicitation of Proxies

This proxy solicitation is being made and paid for by Corgenix on behalf of our board of directors.  In addition, we have retained Georgeson Inc. to assist in the solicitation for a fee of approximately $20,000. In addition to solicitation by mail, our directors, officers and employees may solicit proxies in person or by e-mail, telephone, facsimile or other means of communication.  Our directors, officers and employees will not receive any additional compensation for their services, but we will reimburse them for their reasonable out-of-pocket expenses, if any.  We will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding copies of this proxy statement to the beneficial owners of shares of our Common Stock and in obtaining voting instructions from those owners.  We will pay all expenses of filing, printing and mailing this proxy statement.

Proposal to Approve Adjournment of the Special Meeting

We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments or postponements of the special meeting if there are not sufficient votes to adopt the Merger Agreement at the time of the special meeting, which we refer to as the adjournment proposal.  Even though a quorum may be present at the special meeting, it is possible that we may not have received sufficient votes to adopt the Merger Agreement by the time of the special meeting.  In that event, we would determine to adjourn or postpone the special meeting in order to solicit additional proxies.  The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to adopt the Merger Agreement.  Any other adjournment of the special meeting (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxy.

The approval of the adjournment proposal would require the affirmative vote of the holders of a majority of the shares of our Common Stock present in person or represented by proxy and entitled to vote at the special meeting.  Assuming that a quorum is present, broker non-votes would have no effect on the approval of the adjournment proposal.

Our board of directors recommends that you vote “FOR” the adjournment proposal so that proxies may be used for that purpose, should it become necessary.  Properly executed proxies will be voted “FOR” the adjournment proposal, unless otherwise noted on the proxies.  If the special meeting is adjourned or postponed, we are not required to give notice of the time and place of the adjourned meeting unless our board of directors fixes a new record date for the special meeting.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, Georgeson Inc., at (877) 278-4751.

Availability of Documents

The reports, opinions or appraisals referenced in this proxy statement will be made available for inspection and copying at our principal executive offices during our regular business hours by any interested holder of our Common Stock.  In addition, our list of shareholders entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days before the special meeting.

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PROPOSAL ONE — THE MERGER

Parties to the Merger

Corgenix Medical Corporation
11575 Main Street, Suite 400

Broomfield, Colorado, 80020
Telephone: (303) 457-4345

We develop and manufacture specialized diagnostic kits for immunology disorders, vascular diseases (including the world’s only non-blood-based test for aspirin effect), bone and joint disorders and a line of unique detection products for viral hemorrhagic disease. Our diagnostic products are commercialized for use in clinical laboratories throughout the world. We currently sell over 50 diagnostic products through a global distribution network and have significant experience in product submissions to the FDA and other worldwide regulatory authorities. Additionally, we contract, develop and manufacture products for key medical and life science companies in state-of-the-art facilities in Colorado.

Orgentec Diagnostika

333 W. Wacker, Suite 2800

Chicago, IL 60606

Telephone: (312) 506-2900

Orgentec is a global specialty diagnostics company.  The company offers a portfolio of more than 300 tests, primarily enzyme-linked immunosorbent assays (ELISA), that help diagnose rheumatology, thrombosis and gastroenterology disorders, as well as infectious diseases. It also offers a fully automated instrument and associated test kits that enable laboratories to complete multiple assays and deliver faster results than traditional ELISA tests.  Orgentec has an established position in Europe and a growing presence in Asia, Latin America and the Middle East.  It is headquartered in Mainz, Germany.   Orgentec is an affiliate of Water Street Healthcare Partners, LLC (“Water Street”), a strategic investor focused exclusively on the healthcare industry.

Centennial Medical Holdings, Inc.

c/o Water Street Healthcare Partners, LLC

333 West Wacker Drive, Suite 2800

Chicago, IL 60606

Telephone: (312) 506-2900

Buyer is an affiliate of Orgentec and was formed for the purpose of acquiring and holding us.  Buyer has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.  Upon consummation of the proposed merger, we will become a wholly owned subsidiary of Buyer.

Centennial Integrated, Inc.

c/o Water Street Healthcare Partners, LLC

333 West Wacker Drive, Suite 2800

Chicago, IL 60606

Telephone: (312) 506-2900

The Merger Sub is a direct, wholly owned subsidiary of Buyer and was formed solely for the purpose of facilitating Buyer’s acquisition of us.  The Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.  Upon consummation of the proposed merger, the Merger Sub will merge with and into us and will cease to exist.

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Background of the Merger

Our board of directors and senior management periodically review and assess our long-term strategy and objectives, as well as developments in the markets in which we operate.  Over the past several years, we considered a diverse range of strategic alternatives with a view to increasing shareholder value, including potential opportunities for business combinations, acquisitions and other strategic alternatives. Our reviews include assessment of the overall prospects of Corgenix and its key products, both proprietary and contracted, landscape of our industry and management’s financial projections and Corgenix’s performance versus those projections.  From August 2012 to April 2013, our board of directors held five board meetings. In addition to other matters to come before the board, these meetings included reviews of periodic financial performance versus prior year and budget, and analysis of risks and opportunities. During these reviews, the board regularly expressed its concerns that our financial performance consistently fell short of established financial and operational performance targets, in the past few years and recently.  Along with the members of our board, Mr. Critchfield (our Senior Vice President and Chief Financial Officer) regularly attended these board meetings and the meetings described below.

On June 24 and 25, 2013, our board of directors held a meeting in Colorado to review management’s most recent fiscal 2013 financial performance versus our budgeted projections.  Management estimated fiscal 2013 revenue would show an increase over the prior year but would be considerably less than budget for the year, with net income estimated to slightly exceed both the prior year and the budget.  Senior management then presented to our board a budget for fiscal 2014.

There was consensus that even if the budgeted targets were achieved, senior management and our board were not confident that current and projected performance trends would likely result in a material increase in our stock price or in the market valuation of Corgenix.  The board decided to continue these discussions in subsequent meetings.

On August 27, 2013, our board of directors held a telephonic meeting at which the directors continued the discussion of Corgenix’s progress and financial performance, and the appropriate timing for actively investigating and considering various strategic alternatives for Corgenix.  The board asked Mr. Ludvigson, the member of the board of directors nominated by ELITech, to lead an informal review of strategic alternatives together with our senior management. As a follow up to previous discussions conducted by our board over the previous year regarding the future of Corgenix, our board authorized Mr. Ludvigson to compile a range of potential types of transactions that we might pursue, if the board were to make a decision in the future to initiate a formal process.  Our board further agreed that the process was merely exploratory in nature, intended to generate information for the board, and was not an authorization to pursue any transaction.  Around this same time, a number of shareholders, including our largest shareholder, and directors expressed their discontent with the share price.

In September and October 2013, Mr. Ludvigson, Mr. Simpson (our President and Chief Executive Officer) and Mr. Critchfield together held numerous conference calls to outline a process for exploring strategic alternatives and compiling a list of firms that could potentially provide Corgenix with advisory and/or investment banking services. During this period, after numerous calls with potential advisors, the team narrowed the list to three advisory candidates (including Inverness Advisors, or Inverness) and invited all three to make in-person presentations; however one of those was unable to do so due to scheduling conflicts. We refer to the second advisor presenting as “Advisory Candidate A.”

On September 30, 2013, we reported financial results for the fiscal year ended June 30, 2013, announcing revenue growth of 9.7% over the prior year, and net income of $278,536.  In the two prior fiscal years, we had incurred net losses of $623,391 in fiscal 2012 and $415,553 in fiscal 2011.

On October 11, 2013, senior management held a meeting in our Broomfield, Colorado headquarters with Advisory Candidate A discussing Advisory Candidate A’s capabilities and initial thoughts regarding possible strategic alternatives that might be considered by a company such as ours. Four days later, on October 15, 2013, we received a draft M&A Advisory Engagement letter from Advisory Candidate A. The draft letter was distributed to our board for review and consideration.

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On October 16, 2013, Messrs. Simpson and Critchfield met with Inverness in Colorado to discuss their capabilities and initial ideas regarding possible strategic alternatives that might be considered by a company such as ours.

On October 22, 2013, prior to any board decision regarding engaging an advisor, Advisory Candidate A visited our Broomfield headquarters accompanied by representatives of one of their clients that was reviewing its own strategic alternatives.  We held an all-day discussion regarding the interest of their client in a potential transaction with Corgenix. Following the meeting, Messrs. Simpson and Critchfield briefed our board on the discussions held with Advisory Candidate A and their client.

On October 23 and 24, 2013, our board of directors held a meeting in Colorado at which Mr. Ludvigson reported on his informal review of strategic alternatives, including preliminary, informal discussions with the candidate advisory firms.  Mr. Critchfield attended this meeting.  Mr. Ludvigson stated that he and senior management had narrowed the list of potential investment banks/financial advisory firm candidates to two. Mr. Ludvigson reaffirmed to our board that he emphasized to all potential advisory firms that we were only exploring alternatives so that if the board elected to proceed, it would do so only after knowing what types of deals are available in the market, and whether it was likely that Corgenix could pursue one.  At that meeting, our board agreed it would be prudent for the board to receive presentations from the two remaining firms in order to interact directly with them and refine their thoughts as to the range of possible strategic alternatives we might pursue.

Following the report from Mr. Ludvigson, the directors agreed that it was appropriate to advance the exploration effort, and appointed a Strategic Subcommittee consisting of Mr. Gouze (Chairman of the Subcommittee) and Mr. Ludvigson to be responsible for interacting with both potential investment bankers and senior management. Mr. Ludvigson was responsible for organizing the planned face-to-face meetings with the candidate firms including scheduling and pre-meeting preparation of detailed agendas including specific questions our board wished to have answered by the candidate firms. Senior management presented an overview of the October 22 meeting with Advisory Candidate A and their client, and the board decided further discussion with that client would be premature and that we should continue the process in an orderly manner.

On November 14, 2013, we reported financial results for the fiscal quarter ended September 30, 2013, announcing revenue growth of 2.0% over the same quarter in the prior year with a decline in net income from $198,114 to $84,047.

On November 25, 2013, our board of directors held a meeting in Colorado at which the Strategic Subcommittee provided a full report of activities following the previous board meeting.  As a follow up to the board decision at the previous board meeting, Mr. Ludvigson had provided the two firms with a list of questions presented to him by board members to ensure each candidate addressed them in their presentations.

At this meeting, our board of directors received a detailed presentation by Advisory Candidate A, at which they discussed their capabilities and initial thoughts regarding possible strategic alternatives that might be considered by Corgenix.  Following the departure of Advisory Candidate A representatives, the board held an extensive review of our current state of affairs, including our current business plan and senior management’s latest long range plan (LRP) and a discussion of the risks associated with achieving the LRP and whether or not our LRP demonstrated sufficient progress towards the goal of maximizing long-term shareholder value, or if pursuing a transformative, strategic transaction would be the best way to maximize shareholder value. The board determined that the discussion would continue following the scheduled presentation by the second finalist firm (Inverness) at the next board meeting.

On December 16, 2013, our board of directors held a meeting in Colorado.  Representatives of Inverness and representatives of our outside legal counsel, Husch Blackwell LLP, attended this meeting.  The directors received a presentation from Inverness. Following the Inverness presentation the board discussed the two presentations including strengths, weaknesses, historical performance, principal credentials and quality of the presentation of each firm, along with the estimated fees and expenses if either were to be engaged by us.  Our board discussed with Husch Blackwell the pros and cons of a “going private” transaction, by deregistering our Common Stock under the Securities Exchange Act of 1934, thereby relieving us of burdensome public reporting obligations. 

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The board also engaged in a discussion about its alternatives, including whether to: (1) “test the waters” (as described below); (2) commence a sale process with the specific goal of engaging in a sale/auction process; or (3) stay the course by continuing to pursue our strategic plans.

The board decided to initiate a “test the waters” approach on an anonymous basis — that is to conduct a preliminary market check to explore whether any third parties would have an interest in discussing a strategic transaction, what types of transactions might be of interest to the market, and what range of potential values might be expected. Our Board continued the discussion on Corgenix’s LRP, including expectations going forward and assessing whether or not the LRP demonstrated sufficient progress to maximize shareholder value in the long term.  The Board also considered that our senior management had not, for the past several years, accurately projected future results and had not achieved the financial targets and forecasted financial performance projected at the beginning of each fiscal year.

On December 17, 2013, immediately following the annual shareholder meeting at our Broomfield headquarters for the fiscal year ended June 30, 2013, our board of directors continued its discussion on strategic alternatives, with a thorough review of the current state of company affairs and plan in light of the updated LRP, the additional strategic alternatives presented by counsel on the previous day, and various aspects of the investment banker presentations.  The board determined that based on the presentations received, Inverness provided the best opportunity for a more timely and successful execution of the board’s strategy, and senior management was instructed to attempt to finalize a definitive engagement letter with Inverness.

On December 20, 2013, following several conference calls with senior management, Inverness submitted a draft engagement letter for consideration.

On January 7, 2014, our board of directors held a telephonic meeting to continue discussion of strategic alternatives and the board’s fiduciary responsibilities to shareholders.  A representative of Husch Blackwell attended this meeting.  Husch Blackwell reviewed with the board its fiduciary responsibilities under these circumstances.  The directors agreed to begin a process to explore whether a transaction to infuse new technology or other resources into Corgenix, or whether a sale of Corgenix or a merger transaction, might be available on terms favorable to and in the best interests of Corgenix and our shareholders. Our board reviewed the draft engagement letter with Inverness prepared by senior management and counsel, and agreed to engage Inverness for the limited purpose of assisting the board in its exploration of whether or not to pursue any number of potential strategic transactions.  The board discussed how the engagement letter should be clarified to better reflect the board’s current goals. Senior management was instructed to communicate to Inverness in writing that Inverness was to:

(1) explore whether a strategic transaction might be possible;

(2) advise the board as to the potential variations of such a strategic transaction (perhaps a sale of Corgenix or certain assets, infusion of new technology or other resources by way of licensing or joint venture arrangement, or other approach yet to be identified); and

(3) proceed to a market check or any other process only if and when the board elected to move from the exploratory phase to active pursuit of a transaction. The board approved the retention of Inverness pursuant to the engagement agreement in substantially the form presented to the board.

On January 10, 2014, we signed an engagement letter with Inverness. Four days later, Mr. Simpson and Mr. Ludvigson met with Inverness in San Francisco to review the process to date and discuss issues related to operating on an anonymous basis.

On February 13, 2014, we reported financial results for the fiscal quarter ended December 31, 2013, announcing quarterly revenue growth of 9.4% and six-month revenue growth of 5.5%. Net income for the six-month period increased 5.5% and increased 254.4% for the quarter compared to the prior periods.

On February 24 - 25, 2014, our board of directors met to review recent activity including a report of the meetings with Inverness.  Representatives of Inverness and a representative of Husch Blackwell attended this meeting.  Inverness presented a report to the board, reviewing the process used to identify potential

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targets and related matters. Inverness stated that the exploratory process and communications with parties began on February 20, 2014 and that 24 parties had been contacted to date.  Inverness indicated that the exploratory process was ongoing.

On March 11, 2014, we filed an 8-K followed by a press release on March 12, 2014 disclosing the decision of the board to explore strategic alternatives to enhance value for shareholders, which could include, among others, possible joint ventures, strategic partnerships or alliances, a sale of Corgenix or other possible transactions, and that Inverness had been retained as financial advisor to Corgenix. On March 12, 2014, the stock price increased immediately following this announcement to close at $0.27 per share, a 20% increase over the prior trading day’s close, which was $0.225 per share.

On March 12, 2014, our board of directors held a telephonic meeting at the request of senior management. Representatives of Inverness and a representative of Husch Blackwell attended this meeting.  Mr. Simpson reported to our board that, after discussion with legal counsel and due to the fact that some Corgenix employees had received an anonymous email message regarding the board’s decision to explore strategic alternatives, we had filed a Form 8-K the previous day.  Inverness then updated our board on their exploratory process to date including each target company’s status (such as whether an NDA was currently in place, a management presentation had taken place or been scheduled, and initial feedback regarding interest in further discussions). Inverness expressed the view that our recent filing on Form 8-K allowed Inverness to engage in a more open effort to complete the preliminary market check, and they anticipated receiving unsolicited inquiries, which might enhance the field of potential transaction candidates.

Throughout March, April and May, we and Inverness worked with potential targets, including both financial and strategic entities.  During this period, in addition to the public announcement by us regarding the board’s decision to explore strategic alternatives, over 100 parties were contacted, either telephonically, by email or by both methods of communication related to Inverness’ market check. Of those contacted, 24 expressed an interest and executed non-disclosure and confidentiality agreements (NDAs) and began their due diligence process.  This included conference calls covering non-confidential information and exchanges of confidential information after execution of NDAs. Of all the parties we communicated with, six of them advanced to submission of non-binding letters of indication of interest. These six companies are referred to as Targets A through E, and Orgentec, an affiliate of Water Street.

In March and April, 2014, we signed NDAs with Targets A though E, and began an extensive series of conference calls, in person meetings and exchanges of confidential information, enabling each of the targets to evaluate Corgenix for the purpose of proposing a strategic alternative.  Conference call topics included presentation of financial information, strategies, capabilities, products, markets, competition and potential.  Only Target B did not visit Corgenix.

On April 14-15, 2014, at a meeting of our board of directors in Colorado, Inverness provided an update on the status of ongoing discussions.  For example, Inverness reported that they had received five unsolicited inquiries from potential transaction candidates who had seen the 8-K disclosure. Inverness stated that through their efforts in conjunction with senior management, over 80 companies had been contacted with many progressing to conference calls, in-person meetings, and data room access.  These 80-plus companies represented the vast majority of the over 100 who would eventually be contacted during the market check. The interested parties included both domestic and international as well as financial and strategic parties. Inverness completed their presentation by stating that it was their conclusion that there was sufficient interest expressed by both domestic and international parties, as well as financial and strategic parties, currently engaged in the process with us to conclude the preliminary market analysis, referred to as “Phase I.”

After an extensive discussion regarding the process to date and results of Phase I, our board determined unanimously that the Phase I process had been successful and that it was appropriate to advance the process to Phase II to solicit preliminary non-binding indications of interest. However, Inverness was, to the extent possible, to also attempt to re-engage with target companies that had previously expressed interest, but had declined further discussions. Inverness designed a process to solicit indications of interest and instructed recipients to respond by May 9, 2014.

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Between mid-April and early May, we and Inverness responded to diligence requests and held numerous conference calls, in-person meetings and facility tours with the target companies.

In mid-to-late April, Inverness sent 16 process letters and in early May another 3 process letters to targets that were identified as remaining interested in pursuing a possible transaction pursuant to the board’s instructions. The process letters specified that indication of interest letters were to be returned no later than May 9, 2014.

On April 30, 2014, Mr. Ludvigson learned that Water Street was pursuing opportunities in the diagnostics space and suggested that Inverness contact principals at Water Street. Inverness contacted Water Street the following day and set up a conference call with Corgenix senior management for the following week.

On May 6, 2014, we signed an NDA with Water Street, on behalf of Orgentec.

On May 9, 2014, we held a conference call with representatives of Water Street which covered a broad range of general business, financial and operations topics.  Following the conference call, Water Street, on behalf of Orgentec, contacted Inverness to indicate their interest in a potential transaction. Water Street stated that it would not be in a position to submit a non-binding indication of interest on May 9, but could be in a position to do so by May 14.

By May 9, 2014, we had received indications of interest from five targets:

·                  On May 2, 2014, we received an initial indication of interest from Target A, a U.S.-based, privately held company, for an all-stock transaction.  Target A stated that the purported value of the stock received by our shareholders would be approximately $13 million or $0.23 per share.

·                  On May 9, 2014, we received initial indications of interest from:

·                  Target B, a foreign-based, privately held company, for an all-cash transaction of approximately $12.4 million or $0.22 per share.  Target B stated it based its offer on the summary financial information and EBITDA projections of 2014.

·                  Target C, a U.S.-based, privately held company, for either an all-stock or a combination of cash and stock transaction, for a purported range of price of $0.27 to $0.34 per share.  Final determination of valuation and structure to be determined following the satisfactory completion of their due diligence;

·                  Target D, a foreign-based, publicly listed company, for an all-cash transaction of approximately $0.32 per share; and

·                  Target E, a U.S.-based, micro-cap publicly listed company, for an all-stock, at-market transaction.  The exact exchange rate would be determined by using the volume weighted average closing price during the 20 trading days immediately preceding the execution of an agreement and would be subject to fluctuations until such time.  At the time of our board’s consideration, our board of directors viewed a valuation as high as $0.35 per share, as a benchmark indication of Target E’s proposal on that date, while noting that the actual valuation upon consummation may differ materially.

On May 13, 2014, our board of directors held a telephonic meeting to review the five Indications of Interest (IOI) letters which had been received by Inverness, along with follow-up communication with several of the targets following receipt of the IOI letters.  Representatives of Inverness and a representative of Husch Blackwell attended this meeting.  Our board discussed each preliminary IOI in detail, including ranges of potential values presented by the targets, identities of the presenting parties, proposed deal structures and proposed forms and amounts of consideration (cash, stock, or a combination). Inverness assessed each IOI with our board.  Our board spent extensive time assessing the total range of proposed values and the structure of each IOI. Based on the content of the IOI letters, the range of values and potential structures presented and the expectations that further IOIs would

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be submitted (Water Street, on behalf of Orgentec), our board concluded that the IOI letters received from Target A and Target B were not within the range of values that the board felt would demonstrate sufficient value to our shareholders and with regard to Target A, questioned whether the value of the company was verifiable, and directed Inverness to contact those parties to inform them that absent a material and compelling increase in their offers, we would terminate discussions with them. Our board also concluded that the IOI letters from Targets C, D and E were sufficient to warrant further discussions, coupled with a request that they submit revised offers with the goal of receiving “best and final” indications of interest for further consideration within 45-60 days.  The board directed Inverness to notify it of any further IOIs submitted.  Husch Blackwell reminded the board of its fiduciary responsibilities at this phase of the process.

On May 14, 2014, we received an initial indication of interest from Water Street, on behalf of Orgentec, for an all-cash transaction, of approximately $0.25 to $0.27 per share, which was provided to our board for review.  Water Street, on behalf of Orgentec, referenced that its valuation reflected a 21% to 30% premium to the average daily share price over the 90 day period prior to our announcement that we were exploring strategic alternatives.

On May 15, 2014, our board of directors concluded that the proposed terms contained in the Orgentec IOI were sufficient to warrant further instructions along with Targets C, D and E.

On May 15, 2014, we reported financial results for the fiscal quarter ended March 31, 2014, announcing a slight decline in quarterly revenue of 1.8% and net income of 2.5% and an increase in revenue of 3.1% and net income of 4.0% for the nine-month period ending March 31, 2014.

On May 15-16, 2014, Inverness contacted Targets C, D, E and Water Street, on behalf of Orgentec, and invited them to participate in the next phase of the process and noted that a letter explaining the timing of and procedures governing the next phase of the process will be provided within the next week.

On May 16, 2014, Inverness contacted Target B to notify them that our board determined that its IOI was not of sufficient value, and that absent a material and compelling increase, Corgenix would terminate discussions with them.  Three days later in a conference call, Target B informed Inverness that it would not be in a position to improve their offer and was therefore withdrawing from further consideration.

On May 19, 2014, Inverness contacted Target A to notify it that our board determined that its IOI was not sufficient and that absent a material and compelling increase in their offer in the value of the consideration it was offering, Corgenix would terminate discussions with it.  The following day, Target A informed Inverness it would not be in a position to improve its offer and was therefore withdrawing from further consideration.

On May 20, 2014, Targets C, D, E and Water Street, on behalf of Orgentec, were directed to submit a final acquisition proposal and mark-up of the draft definitive agreement (which would be provided at a later date) by July 10, 2014.

Throughout the remainder of May and June, we continued the conference call discussions, exchange of documents and in-person meetings with Targets C, D and E and Water Street, on behalf of Orgentec.

On June 18, 2014, our board of directors met telephonically to receive a process update. Representatives of Inverness and a representative of Husch Blackwell attended this meeting.  Inverness reported that Targets A and B had withdrawn, while the remaining four had been actively conducting due diligence. Inverness discussed each remaining target company’s status, key areas of focus, and a summary of completed and scheduled on site and telephonic meetings with each. Inverness summarized indications of interest by the remaining four Target companies, reviewing with our board how current non-binding offers from each target company translated into fully diluted per share consideration. Our board discussed a revised timeline including plans to supply each potential bidder with a draft merger agreement prepared by Husch Blackwell within the next week, with instructions that each submit a proposed mark-up of that agreement along with their best and final offer no later than July 10. Our board discussed and approved the terms of the draft merger agreement with Husch Blackwell.

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On June 18, 2014, Inverness received a call from Target C stating that while it was still evaluating Corgenix, due to a lack of strategic fit, there was reasonable chance it would be withdrawing from the process after further consideration and preliminary due diligence.

On June 24, 2014, Inverness received a call from Target D stating that, due to a lack of strategic fit, it had elected to withdraw from the process.

On June 25, 2014, the draft definitive agreement was made available through our data room to the remaining parties.

On June 26, 2014, we issued a press release announcing receipt of an NIH grant to continue development of our rapid tests for Ebola.

On June 26, 2014, our board of directors held a conference call meeting with Inverness to review all activities. Mr. Critchfield, representatives of Inverness, and a representative of Husch Blackwell attended this meeting.  Inverness reported that one target had withdrawn from consideration and another was likely to withdraw (Targets C and D), leaving two remaining, who would continue their due diligence efforts. Inverness reviewed with our board their discussions with the withdrawing targets, and conveyed its advice regarding the potential of convincing either to reconsider, and an overview of current areas of due diligence being undertaken by the two remaining targets. Our board concluded that we should continue advancing the current process with the remaining targets, but that it was prudent to investigate opportunities to bring back into the discussion selected parties who had been active in the process but that had withdrawn.

On July 9, 2014, the financial advisors of Target C contacted Inverness to withdraw their client from further consideration.

On July 10, 2014, we received an offer from Target E, a transaction consisting of (i) an upfront, at-market, stock-for-stock exchange, which would be subject to stock price movements by both parties up to execution, and (ii) a two-way contingent payment of shares payable in 2018 based on certain performance metrics.

On July 10, 2014, we received an offer from Water Street, on behalf of Orgentec, to acquire Corgenix in an all-cash transaction of $0.26 per share, without financing conditions, but including conditions related to due diligence, voting agreements with our largest shareholder, Wescor, Inc., an affiliate of ELITech, and our senior management and directors, and the transition of certain arrangements between us and ELITech.

On July 9, 2014, the day before receipt of the offers, our stock closed at $0.27 per share.

On July 11, 2014, Inverness conducted follow up discussions with the financial advisors to Target E to gain additional information regarding Target E’s offer.

On July 14, 2014, our board of directors held a meeting at company headquarters to review the two remaining offers received, and to reconsider the alternative of remaining independent and not pursuing any transaction based on the offers received. Representatives of Inverness and a representative of Husch Blackwell attended this meeting.  Husch Blackwell advised our board on factors it may consider in comparing offers and factors it may consider on whether it should reject or pursue a transaction.  Our board thoroughly reviewed the material terms of each offer, focusing on the fact that one offer (Orgentec) was an all-cash offer without any financing contingency, and the other (Target E) was a stock-for-stock exchange. The board expressed various concerns regarding the offer from Target E, including conversion of Corgenix shares into shares of Target E as well as questions regarding the financial condition and future prospects of Target E and the uncertain nature of the value, if any, of the two-way contingent payment of shares in 2018 based on certain performance metrics.

Senior management presented its own assessment of the technical, scientific and financial aspects of the combined company should such a transaction with Target E be consummated. The assessment included a presentation by Dr. Pitts, our Director of R&D, who reviewed Target E’s product, technology, platform and scientific and clinical strategies. Mr. Critchfield, our CFO, made a presentation of his analysis of Target E’s current financial condition, recent financial results, micro-cap market value and a preliminary pro forma on the

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combined company. Inverness also discussed the degree of risk to the shareholders associated with such a transaction based on our senior management’s review. The board determined that exchanging Corgenix shares for a minority position in Target E as well as the uncertain nature of the value, if any, of the two-way contingent payment of shares in 2018 was not in the best interests of our shareholders, and further discussion with them would not be prudent unless they could significantly increase the cash component of their offer and increase the certainty of value related to the contingent payment contained in their offer.   The board believed that the benefits of an all-cash offer from Orgentec outweighed the high degree of financial risk of Target E and its offer and other risks of such a combination with Target E.

Our board of directors instructed Inverness to contact Target E to determine whether it could significantly increase the cash component of its offer and increase the certainty of value related to the contingent payment contained in their offer. Our board also instructed Inverness to contact Water Street, on behalf of Orgentec, to clarify certain matters raised in their offer letter, including reducing their proposed termination fee of 3% of the aggregate consideration, and seeking to increase in the value offered. Our board then considered the perceived benefits of “staying the course” — meaning termination of all discussions with possible acquisition candidates — including the board’s thoughtful consideration of the likelihood that the stock price would return to levels at or below those that existed before the March 11, 2014 announcement of the exploration of strategic alternatives, risk of not executing successfully on operational plans or not achieving stated financial goals based on past shortfalls, limited liquidity and the lack of products or performance history, all as compared to accepting an all cash purchase by Orgentec.

On July 14 and 15, 2014, Inverness had several conference calls with Water Street, on behalf of Orgentec, seeking both an increase in the per share consideration and a decrease in its termination fee.  Orgentec agreed to reduce the proposed termination fee to 2% of the aggregate consideration and to increase their offer to $0.27 per share, but emphasized that $0.27 per share was its best and final offer.

On July 16, 2014, Inverness held a conference call with financial advisors to Target E, explained that our board viewed its offer as insufficient as presently constructed, and inquired about Target its ability to significantly increase the cash component of its offer. The following day, Target E stated that it was not in position to comply with the board’s directive and could not materially improve its offer and withdrew from further consideration.

On July 16, 2014, our board of directors held a telephonic meeting to receive a detailed report of recent discussions with Target E and with Water Street.  Representatives of Inverness and representatives of Husch Blackwell attended this meeting.  Our board conducted a through discussion of the various aspects of the two remaining offers.  Inverness indicated to our board that while it had not yet reached any conclusions regarding fairness of the possible transaction with Orgentec, and could not do so until it had completed its analysis and its internal procedures for finalizing such conclusions, it appeared likely that a complete analysis of Corgenix and its business and the price offered by Orgentec could be expected to result in a conclusion that the price fell within the range of prices that would be considered fair to the holders of Corgenix Common Stock from a financial point of view.  Our board concluded unanimously that $0.27 was the highest price available in the market. Our board once again summarized the reasons for rejecting the Target E offer, as noted above.  Our board then unanimously agreed that it was appropriate and advisable to move forward with Orgentec at the proposed offer of $0.27 per share, instructed Husch Blackwell to prepare and negotiate a limited exclusivity agreement with Water Street, on behalf of Orgentec, which could be extended based on the achievement of certain milestones in the process and directed Inverness to notify Water Street of the board’s position.

On July 18, 2014, we held a conference call to coordinate on process and timing with representatives of Water Street and Much Shelist, P.C., outside counsel to Orgentec.  Representatives of our management team, Inverness and Husch Blackwell participated in this call.

On July 18, 2014, our board of directors by unanimous written consent authorized Inverness to prepare a fairness opinion to be considered by our board in connection with its final determination on whether to approve a definitive agreement with affiliates of Orgentec.

Over the next several days, we held conference calls with representatives of Orgentec and consultants to Orgentec related to key customers, key contracts and financial due diligence.

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On July 25, 2014, we signed an Exclusivity Letter with Water Street, on behalf of Orgentec, agreeing to an exclusivity period expiring August 22, 2014, which was later extended to August 27, 2014.  From July 25, 2014 to August 27, 2014, senior management and representatives of Husch Blackwell responded to many due diligence inquiries from Water Street, on behalf of Orgentec, and negotiated the final terms of the Merger Agreement.  The key issues that were resolved during this time were the amount of the termination fees of $324,000, the addition of a reverse termination fee in favor of Corgenix in the amount of $648,000, the cap on out-of-pocket expense reimbursement of $400,000, the terms of the voting agreement that Orgentec requested at a minimum be executed by all executive officers and directors who were shareholders, and the determination that while the CEO and CFO would not be retained as employees post-closing, all other employees were expected to retain their positions at the headquarters in Broomfield, Colorado.

On July 30, 2014, we issued a press release announcing that our Ebola Test Research publication had earned a divisional best abstract award at the meeting of the American Association for Clinical Chemistry. This was during the time period when there was a significant amount of global interest on the Ebola outbreak including several U.S. healthcare workers contracting the disease resulting in evacuation to the U.S. There was significant interest in all companies with an Ebola strategy, including Corgenix.  Our stock price increased $0.08 to $0.39 per share on July 30.

Between July 30 and August 11, we received frequent inquiries from the media and from investors regarding our Ebola development project. It was the opinion of senior management that the stories on the internet regarding the status of our program were being significantly overstated in some cases, and in others contained erroneous assertions.  The closing stock price rose as high as $0.46 per share on August 4.

On August 11, 2014, in an attempt to address widespread and often false information regarding our Ebola program, we issued a press release updating and clarifying our activities with respect to an Ebola rapid test project funded by the NIH. The press release stated that we had not yet finalized development of the Ebola products, and that we do not currently have an Ebola test, nor will we likely have one in the new term.  The closing stock price on that day declined $0.05 to $0.40 per share, and over the following 12 trading days prices ranged from $0.34 to $0.38.

On August 21, 2014, we signed an amendment to the Exclusivity Letter with Water Street, on behalf of Orgentec, extending the term for five days to August 27, 2014.

On August 25, we were notified by Water Street that the transaction had been approved by its investment committee, with approval to execute the agreement after the market closed on August 27, 2014.

On August 26, 2014, our board of directors held a telephonic meeting.  Representatives of Inverness and representatives of Husch Blackwell attended this meeting.  Husch Blackwell once again summarized the board’s fiduciary responsibilities as well as the material terms of the execution version of the Merger Agreement and voting agreement, including the lack of a financing condition, the fiduciary out in the event of a superior proposal or certain intervening events and the amounts of the termination fees. 

Inverness provided to the board Inverness’s detailed financial analysis of the transaction, and Inverness rendered its oral opinion (which was subsequently confirmed in writing) to Corgenix’s board of directors that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Merger Consideration, which consists of $0.27 in cash per share of Common Stock to be received by the holders of Common Stock is fair, from a financial point of view, to the holders of Common Stock.  Inverness’s opinion is more fully described in “—Opinion of Corgenix’s Financial Advisor” and the full text of the written opinion of Inverness is attached as Annex C hereto.  In addition, Inverness noted the historical trading prices of Corgenix Common Stock over the last three years, which had always been below $0.27 prior to the March 11, 2014 announcement that we were exploring strategic alternatives, and the lack of liquidity in our stock (80% of the trading days over the last three years had less than $10,000 of value traded). 

Senior management presented their rationale for concluding that staying the course was not the better alternative under all of the circumstances, while at the same time noting the various opportunities that Corgenix currently has.  However, the risks related to competition, regulatory matters, operational and distributions issues and our limited financial and human resources outweighed the opportunities including the recent contract with Eli Lilly and the opportunities that the Ebola outbreak might present in the future of a diagnostic test being successfully developed.  Management and our board stated their belief that the commercial opportunity for an Ebola test is much more limited than the market appears to believe in light of how early we are in the development process, the risk of competition and the operational risks involved.  Husch Blackwell summarized a number of factors that weighed in favor of and against the transaction.  Husch Blackwell also advised our board that while the

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trading price of our stock can be a factor in valuations, it is not always indicative of fair value for a number of reasons, including when a micro-cap stock like ours is thinly traded, is not followed by many, if any, analysts has a small public float and is subject to short-term spikes based on announcements like ours in March that we were exploring strategic alternatives and the speculative trading following the Ebola outbreak.  Our board concluded that the historical trading price before the March 11 announcement was a more reliable indicator of fair value than the current trading price and our board further believed that our largest shareholder was very supportive of the proposed transaction.  After taking into account all of the information presented and discussing it thoroughly, our board approved the Merger Agreement as being in the best interest of our shareholders.

After the market closed on August 27, 2014, we signed the Merger Agreement with Buyer and Merger Sub, affiliates of Orgentec.

Before the market opened on August 28, 2014, we issued a press release and filed a Form 8-K with the SEC announcing the signing of the Merger Agreement. The stock price on that date declined $0.08 to $0.26 per share.

Buyer and ELITech are currently discussing the future distribution relationship between ELITech and Corgenix after the merger.  The First Amended and Restated Joint Product Development Agreement, by and between us, Financiere ELITech SAS, and Wescor, Inc., dated July 28, 2011, has expired by its terms, and Buyer and ELITech are currently negotiating an agreement to clarify certain post-termination obligations pursuant to such agreement.

Reasons for the Merger and Recommendation of our Board of Directors

·                  Best Price.  After a robust and lengthy auction process and extended discussions and negotiation with Water Street, on behalf of Orgentec, our board of directors came to the conclusion that the Merger Consideration of $0.27 per share in cash to be received by our shareholders represented the highest price Buyer was willing to pay.

·                  Absence of Reasonably Available Superior Acquisition Proposals.  Our board of directors considered the fact that, following its March 12, 2014 press release announcing its retention of Inverness to advise our board and announcing its exploration of strategic alternatives, including a possible sale of our company, we engaged in a thorough auction process to identify parties who might have an interest in acquiring us. Our board of directors considered the fact that a total of 113 prospective strategic and financial buyers were contacted for potential indications of interest, a total of 24 potential buyers entered into confidentiality agreements with us, and 6 potential buyers, including Orgentec, eventually submitted bids. Of the six potential buyers submitting bids, two were rejected by our board and two withdrew.  Besides Orgentec, the other potential buyer submitted an all equity proposal which contained various contingencies.  Following this process, our board of directors concluded that the merger was more favorable to our shareholders than any other acquisition proposal reasonably available.

·                                          Opinion of Inverness to the Board of Directors.  Our board of directors considered Inverness’ financial analysis and presentation delivered to our board of directors on August 26, 2014 and the written opinion, dated August 26, 2014, of Inverness to the effect that, as of such date, the Merger Consideration to be paid to holders of our Common Stock (other than shareholders who properly demand dissented under the NRS, Buyer or Merger Sub, or the affiliates of such holder) was fair, from a financial point of view, to such holders.  The opinion is more fully described under “— Opinion of Corgenix’s Financial Advisor” beginning on page 31 of this proxy statement.

·                  All-Cash Consideration.  Our board of directors considered that the form of consideration to be paid to holders of our Common Stock in the merger is cash, which will provide certainty of value and liquidity to our shareholders, while avoiding long-term business risk.  The all-cash merger will also enable our shareholders to realize liquidity of their entire ownership interests in the context of market conditions of micro-cap public companies with limited trading volumes that offer little liquidity.

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·                  Limited Existing Liquidity.  Our board of directors considered our market capitalization and the relatively low volume of trading in our Common Stock, which limit the ability of our shareholders to realize the quoted value of their shares.

·                  Uncertainty of Future Market Price.  Our board of directors considered the financial condition, results of operations, competitive position and prospects of our business, as well as current economic, financial market and stock market conditions, historical trading values of our Common Stock in the open market, and the volatility in the trading price of our Common Stock.  Based on all of this information, our board of directors believed that the trading price of our Common Stock would not sustain a value greater than the Merger Consideration of $0.27 per share.

·                  Comparability of Other Alternatives.  Our board of directors, with the assistance of our senior management and Inverness, evaluated a broad range of potential strategic alternatives available to us other than the sale of our entire company; considered that the stock price would likely drift back to pre-announcement levels; and factored into its decision our limited liquidity, relatively small number of products, financial and human resources and track record to determine that the other alternatives would not adequately address our long-term strategic challenges.  These facts, in the context of the robust and lengthy market check conducted as part of this strategic undertaking, led our board to conclude unanimously that none of the reasonably available strategic alternatives to a sale of the company at the price obtained under the Merger Agreement were viable and the merger represented the best alternative to maximize shareholder value and was in the best interests of our shareholders.

·                  Risks of Remaining an Independent Public Company.  Our board of directors also considered the risks, uncertainties and costs of continuing to operate as an independent public company, including our current and historical financial condition, results of operations, business and prospects, as well as our financial plan and prospects by continuing to pursue our existing business plan.  Also, our board of directors considered the risks inherent in market conditions and achieving our growth targets, the substantial uncertainty regarding the long-term success of our financial plan or prospects, and the expense and regulatory risks of remaining a public company in relation to our relatively small size and market capitalization and lack of financial and human resources.  Our board of directors reviewed our financial forecasts and analyses prepared and furnished to our board by senior management for the fiscal years ending June 30, 2014 through 2018 (the “Forecasts”).  Our board of directors noted that the Forecasts reflected a level of financial performance that was materially stronger than our historic financial performance and that the Forecasts were subject to risks and uncertainties that could cause our actual financial performance to differ materially from the results projected in the Forecasts. Our board of directors noted that the shareholders would continue to be subject to the risks and uncertainties of our financial plan, and prospects, all in an uncertain economic environment.  In light of the foregoing, our board of directors concluded that the merger was more favorable to our shareholders than the possibility of continuing to operate as an independent public company.

·                  Likelihood of Consummation.  Our board of directors considered the likelihood that the merger will be completed on a timely basis and with minimal disruption on the terms set forth in the Merger Agreement based on, among other factors:

·                  the scope of the conditions to completion;

·                  our ability, pursuant to the Merger Agreement, to seek specific performance of Buyer and Merger Sub’s obligations under the Merger Agreement;

·                  the belief of our board of directors that the acquisition would not be subject to significant regulatory impediments; and

·                  the absence of a financing condition to Buyer’s obligation to consummate the transaction.

·                  Terms of the Merger Agreement.  Our board of directors considered the terms and conditions of the Merger Agreement and other transaction documents, including:

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·                  the parties’ representations, warranties and covenants;

·                  our ability, under specified conditions, to furnish information to, and engage in discussions and negotiations with, other potential buyers in response to a bona fide unsolicited written takeover proposal that we conclude in good faith is, or could reasonably be expected to result in or lead to, a superior proposal, as more fully described in “The Merger Agreement — No Solicitation” beginning on page 57 of this proxy statement;

·                  our ability, under specified conditions, to terminate the Merger Agreement in order to enter into an alternative acquisition agreement with respect to a superior proposal, provided that we pay Buyer a termination fee of $324,000 plus out of pocket expenses up to $400,000, as more fully described in “The Merger Agreement — Termination of the Merger Agreement” beginning on page 62 of this proxy statement, and “The Merger Agreement — Termination Fees” beginning on page 63 of this proxy statement;

·                  our ability, under specified conditions, to change the recommendation of our board of directors with respect to the merger in response to a superior proposal or a material development or change in material circumstances occurring or arising after the date of the Merger Agreement, the existence and material consequences of which were not known by our board of directors on or before the date we entered into the Merger Agreement, on the understanding that Buyer would then have the right to terminate the Merger Agreement and collect the termination fee described above and in “The Merger Agreement — No Solicitation — Change in Recommendation” beginning on page 58 of this proxy statement, “The Merger Agreement — Termination of the Merger Agreement” beginning on page 62 of this proxy statement and “The Merger Agreement — Termination Fees” beginning on page 63 of this proxy statement;

·                  the requirement that, under specified conditions, if Buyer or the Merger Sub materially breaches its obligations such that the conditions to closing would not be satisfied, Buyer must pay us a reverse termination fee of $648,000 plus out of pocket expenses up to $400,000, without our having to establish any damages, as more fully described in “The Merger Agreement — Termination Fees” beginning on page 63 of this proxy statement;

·                  the limited number and nature of the conditions to Buyer’s and the Merger Sub’s obligations to consummate the merger; and

·                  that the Merger Agreement provides us with adequate operational flexibility to conduct our business generally in the ordinary course between the signing of the Merger Agreement and the completion of the merger.

See “The Merger Agreement” beginning on page 49 of this proxy statement, for a more complete description of the terms and conditions of the Merger Agreement.

·                  Reasonable Termination Fee.  Our board of directors considered the termination fees and reimbursement of out of pocket expenses, including the views of our financial and legal advisors as to the customary nature of the presence and size of termination fees in transactions similar to the merger.  Our board of directors concluded that a termination fee of this size for the transactions contemplated by the Merger Agreement, representing approximately 2% of the equity value of our company implied by the Merger Consideration plus out of pocket expenses, was not likely to preclude or unduly deter a third party from making, or inhibit our board of directors from evaluating and negotiating, and, if appropriate, our terminating the Merger Agreement to enter into a transaction that is, a superior proposal, as more fully described under “The Merger Agreement — No Solicitation — Change in Recommendation” beginning on page 58 of this proxy statement and “The Merger Agreement — Termination of the Merger Agreement” beginning on page 62 of this proxy statement.

Our board of directors also considered potential risks or negative factors relating to the merger, including the following:

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·                  Historical Market Prices.  Our board of directors considered the Merger Consideration relative to the current market prices of our Common Stock, including the fact that the offer of $0.27 per share represented an approximate 21% discount below the closing price of our Common Stock on August 27, 2014 (the last trading day prior to the public announcement of the merger) and an approximate 27% discount below the closing price of our Common Stock on August 25, 2014 (the last trading day prior to the date of the board meeting to approve the Merger Agreement).  While our Common Stock had generally traded at prices greater than $0.27 per share since the announcement of our decision to explore strategic alternatives, our Common Stock did not close at a price above the Merger Consideration price of $0.27 per share on a single day over the five year period from March 2009 to March 11, 2014, and the trading range of our Common Stock for the same period was between $0.06 and $0.25 per share.

Our board of directors noted that the announcement that we intended to explore strategic alternatives appears to have led to speculation concerning our company.  Our board also noted that inaccurate information regarding our Ebola program, and how global events might impact our future financial performance, was circulating publicly, and believed that this may have led to speculative trading that caused the quoted price of our Common Stock, which has very low trading volume, to increase. In the case of Ebola, our board and senior management felt compelled to publish additional clarification to correct errors in the press, online blogs and inquiries we had received.  Our stock has low daily trading volume, a small public float, and is covered by only one research analyst.  These factors, coupled with what appears to be speculative trading by a limited number of investors, may have contributed to the recently elevated market price, which our board and senior management do not believe is indicative of fair value.

·                  Risk of Non-Completion.  Our board of directors considered the risk that the merger might not be completed.  Our board considered that we would incur significant transaction and opportunity costs attempting to consummate the merger, including the distraction of our management and employees, the potential disruption of our relationships with customers, suppliers and others with whom we do business, and possible employee attrition.

·                  Non-Solicitation Covenant.  Our board of directors considered that the Merger Agreement precludes us from actively soliciting takeover proposals and restricts our ability to provide information to, or engage in discussions or negotiations with, third parties regarding any takeover proposal except under specified conditions.  Our board considered that these provisions could discourage the emergence or consummation of a takeover proposal that would be more favorable to our shareholders than the merger.  Our board also considered the risk that the termination fee that we would have to pay in order to accept a superior proposal could discourage third parties from making a takeover proposal that would be more favorable to our shareholders than the merger.  However, our board of directors also took into account the public and active solicitation of bids that occurred before the execution of the Merger Agreement, its belief that the non-solicitation provisions were reasonable in the circumstances and its belief that they were not likely to preclude or unduly deter a third party from making a takeover proposal.

·                  Restrictions on Our Business.  Our board of directors considered the fact that the Merger Agreement restricts our ability to engage in certain activities between the date of the Merger Agreement and the effective time of the merger, and that these restrictions could prevent us from taking advantage of attractive business opportunities outside the ordinary course of business, such as potential acquisitions, which would be advisable if we were to remain an independent company.  See “The Merger Agreement — Conduct of Our Business Pending the Merger” beginning on page 54 of this proxy statement.

·                  Taxable Transaction.  Our board of directors considered that an all-cash transaction would be taxable to our shareholders for United States federal income tax purposes.  See “Material United States Federal Income Tax Consequences” beginning on page 45 of this proxy statement.

·                  Cash-out Transaction.  Our board of directors considered that the nature of the merger as a cash transaction will prevent our shareholders from participating in our future earnings or growth and any potential appreciation in the value of our shares, including any value that could be achieved if we were to engage in

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future strategic or other transactions or if our business were to continue to improve despite the risks and uncertainties we currently face.

·                  Availability of Dissenter’s Rights.  Our board of directors considered the availability of statutory dissenter’s rights under Nevada law in the cash-out merger for shareholders who do not vote their shares in favor of adoption of the Merger Agreement (and who otherwise comply with the statutory requirements of Nevada law), and who believe that exercising such rights would yield them a greater per share amount than the Merger Consideration, which could delay the transaction as the Buyer’s obligations to consummate the merger are conditioned on dissenting shares not exceeding ten percent (10%) of the outstanding shares.  See “Dissenter’s Rights” beginning on page 64 of this proxy statement.

Our board of directors concluded that the potentially negative factors associated with the proposed merger were outweighed by the opportunity for our shareholders to monetize their investment in us for the cash Merger Consideration of $0.27 per share.  Our board of directors believed that the proposed merger would maximize the immediate value of the shareholders’ shares and eliminate the unavoidable risks and uncertainties affecting our future prospects.  Accordingly, our board of directors determined that the merger is fair to, and in the best interests of, our company and our shareholders, and approved and declared advisable the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement.

The foregoing discussion of the information and factors considered by the board of directors is not intended to be exhaustive, but includes the material factors considered by the board of directors.  In view of the variety of factors considered in connection with its evaluation of the merger, the board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation.  In addition, individual directors may have given different weights to different factors.  The board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination.  The board of directors based its recommendation on the totality of the information presented.

Our board of directors recommends that you vote “FOR” approval of the merger proposal.

In considering the recommendation of our board of directors with respect to the merger proposal, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, those of our shareholders generally.  The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the merger, and in recommending that the Merger Agreement be adopted by our shareholders.  See “— Interests of Our Directors and Executive Officers in the Merger” beginning on page 40 of this proxy statement.

Opinion of Corgenix’s Financial Advisor

Corgenix engaged Inverness, to act as its financial advisor with respect to the acquisition of Corgenix by Buyer.  On August 26, 2014, Inverness rendered its oral opinion (which was subsequently confirmed in writing) to Corgenix’s board of directors that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Merger Consideration, which consists of $0.27 in cash per share of Corgenix Common Stock, par value $0.001 per share, to be received by the holders of Common Stock is fair, from a financial point of view, to the holders of Common Stock.

The full text of Inverness’ written opinion, dated as of August 26, 2014, is attached as Annex C to this Proxy Statement.  Inverness’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Inverness in rendering its opinion.  You are encouraged to read the opinion carefully in its entirety.  The following is a summary of Inverness’ opinion and the methodology that Inverness used to render its opinion.  This summary is qualified in its entirety by reference to the full text of the opinion.

Inverness’ opinion, the issuance of which was approved by Inverness’ Fairness Opinion Review Committee, is addressed to the Corgenix board of directors, addresses only the fairness, from a financial point of

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view, of the consideration to be received by the holders of Common Stock and does not constitute a recommendation to any shareholder of Corgenix as to how such shareholder should vote with respect to the proposed transaction or any other matter.  The terms of the proposed transaction were determined through arm’s-length negotiations between Corgenix and Buyer and were unanimously approved by the Corgenix board of directors.  Inverness was not requested to address, and its opinion does not in any manner address, Corgenix’s underlying business decision to proceed with or effect the proposed transaction or the likelihood of consummation of the proposed transaction.  In addition, Inverness expressed no opinion on, and it does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the Merger Consideration to be paid in the proposed transaction or otherwise.  No limitations were imposed by the Corgenix board of directors upon Inverness with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Inverness, among other things:

·                  reviewed a draft of the Merger Agreement, dated August 25, 2014 (the “Draft Agreement”), including the financial terms and conditions set forth therein;

·                  reviewed Corgenix’s audited financial statements for the fiscal year ended June 30, 2013, Corgenix’s unaudited financial statements for the nine months ended March 31, 2014 and a preliminary draft of Corgenix’s audited financial statements for the fiscal year ended June 30, 2014;

·                  reviewed certain other business, operating and financial data of Corgenix, prepared and furnished to us by Corgenix’s management, including the Forecasts;

·                  held discussions with the senior management team of Corgenix concerning the business, past and current operations, financial condition and future prospects of Corgenix, and certain other matters Inverness believed necessary or appropriate to its inquiry;

·                  compared the financial performance of Corgenix and trading activity of Common Stock with that of certain other publicly-traded companies that Inverness deemed relevant;

·                  compared the financial terms of the merger with the financial terms, to the extent publicly available, of other transactions that Inverness deemed relevant;

·                  reviewed historical stock prices and trading volumes of Corgenix Common Stock;

·                  reviewed Corgenix’s draft annual report on Form 10-K for the fiscal year ended June 30, 2014, Corgenix’s annual report on Form 10-K for the fiscal year ended June 30, 2013, and Corgenix’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2014;

·                  reviewed certain other publicly-available business, operating and financial information of Corgenix; and

·                  made such other studies and inquiries, reviewed such other data, and considered such other factors as Inverness has deemed, in its sole judgment, to be necessary, appropriate or relevant to render the opinion set forth herein.

In arriving at its opinion, Inverness assumed and relied upon the accuracy and completeness of the financial and other information supplied or otherwise made available to Inverness by Corgenix and all publicly-available financial and other information regarding Corgenix reviewed by Inverness without any independent verification of such information (and Inverness did not assume responsibility or liability for any independent verification of such information) and Inverness further relied upon the assurances of the management of Corgenix that all such information was complete and accurate in all material respects and that they were unaware of any facts or

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circumstances that would make such information incomplete or misleading in any material respect.  With respect to financial projections, upon the advice of Corgenix, Inverness assumed that such projections were reasonably prepared on a basis reflecting the best currently-available estimates and judgments of the management of Corgenix as to the future financial performance of Corgenix and that Corgenix would perform substantially in accordance with such projections.  Inverness assumed no responsibility for and Inverness expressed no view as to any such projections or estimates or the assumptions on which they are based.  In arriving at Inverness’ opinion, Inverness did not conduct a physical inspection of the properties and facilities of Corgenix and has not made or obtained any valuations or appraisals of the assets or liabilities of Corgenix.  Inverness’ opinion necessarily was based upon market, economic and other conditions as they existed on, and could be evaluated as of, August 26, 2014. Inverness assumed no responsibility for updating or revising its opinion based on events or circumstances that may occur after August 26, 2014.  Inverness expressed no opinion as to the prices at which shares of Corgenix Common Stock would trade following the announcement of the proposed transaction.

Additionally, Inverness assumed the accuracy of the representations and warranties contained in the Merger Agreement and all agreements related thereto and that the final form of the Merger Agreement reviewed by Inverness would not vary from the Draft Agreement in any regard that is material to Inverness’ analysis.  Inverness also assumed, with Corgenix’s consent, that in the course of obtaining necessary regulatory and third party approvals and consents for the proposed transaction, no modification, delay, limitation, restriction or condition will be imposed that will have an adverse effect on Corgenix or the contemplated benefits of the proposed transaction and that the proposed transaction will be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement therein.

Inverness did not evaluate the solvency of Corgenix under any state, federal or other laws relating to bankruptcy, insolvency or similar matters, and has undertaken no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Corgenix is a party or may be subject.  At the direction of Corgenix and with its consent, Inverness’ opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.  Inverness did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did Inverness’ opinion address any legal, tax, regulatory or accounting matters, as to which Inverness understood that Corgenix had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Inverness performed certain financial, comparative and other analyses as summarized below.  In arriving at its opinion, Inverness did not ascribe a specific range of values to the shares of Common Stock but rather made its determination as to fairness, from a financial point of view, to the holders of Common Stock of the consideration to be received by such holders in the proposed transaction on the basis of various financial and comparative analyses.  The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances.  Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Inverness did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction.  Accordingly, Inverness believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by Inverness in preparing its opinion to the Board.  Certain financial analyses summarized below include information presented in tabular format.  In order to fully understand the financial analyses used by Inverness, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses.  In performing its analyses, Inverness considered industry performance, regulatory, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Corgenix or any other parties to the proposed transaction.  None of Corgenix, Buyer, Merger Sub, Inverness or any other person assumes responsibility if future

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results are materially different from those discussed.  Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below.  In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.

Selected Publicly-Traded Companies Analysis

Inverness reviewed and compared certain publicly-available financial and operating information of selected publicly-traded companies that participate in the diagnostic and laboratory testing industries and that Inverness deemed to be relevant to analyzing the historical and projected financial and operating information of Corgenix.  The selected companies were:

·                  BG Medicine, Inc.

·                  Biomerica Inc.

·                  Bio-Rad Laboratories, Inc.

·                  Bio-Reference Laboratories Inc.

·                  Chembio Diagnostics, Inc.

·                  diaDexus, Inc.

·                  Enzo Biochem Inc.

·                  ERBA Diagnostics, Inc.

·                  Heska Corporation

·                  Laboratory Corporation of America Holdings

·                  Miraca Holdings Inc.

·                  Neogenomics Inc.

·                  Omega Diagnostics Group PLC

·                  Quest Diagnostics Inc.

·                  Transgenomic Inc.

Inverness calculated and compared various financial multiples and ratios of Corgenix and the selected companies.  As part of its selected company analysis, Inverness calculated and analyzed each company’s ratio of its enterprise value (“EV”) to (a) its revenue for the last twelve months (“LTM Revenue”), (b) its estimated revenue for calendar year 2014 (“CY2014E Revenue”), (c) its estimated revenue for calendar year 2015 (“CY2015E Revenue”), (d) its estimated earnings before interest taxes, depreciation and amortization (“EBITDA”) for the last twelve months (“LTM EBITDA”), (e) its estimated EBITDA for calendar year 2014 (“CY2014E EBITDA”) and (f) its estimated EBITDA for calendar year 2015 (“CY2015E EBITDA”). Additionally, Inverness calculated and analyzed each company’s ratio of its stock price to (x) its earnings per share for the last twelve months (“LTM P/E”), (y) its estimated earnings per share for calendar year 2014 (“CY2014E P/E”), and (z) its estimated earnings per share for calendar year 2015 (“CY2015E P/E”). In each case, estimates are based on Wall Street research consensus estimates obtained from commercially-available sources.  All of the calculations were performed and based on publicly-available financial data and closing prices as of August 22, 2014.  Based upon these calculations, Inverness selected ranges of multiples for Corgenix and applied such range to the relevant Corgenix financial statistic to calculate ranges of implied prices per share of Common Stock.  The following summarizes the result of these calculations:

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(1)                     Range reflects 1st quartile to 3rd quartile of the selected companies.

The selected companies listed above are all participants in the diagnostic and laboratory testing industries; however, Inverness did not analyze every company that could be deemed to be a participant in the same industry as Corgenix. None of the selected companies are identical to Corgenix, and, due to the inherent differences between the business, operations and prospects of Corgenix and those of the selected companies, Inverness’ analysis involved complex considerations and judgments concerning differences between the business, financial and operating characteristics and prospects of Corgenix and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Selected Merger & Acquisition Transaction Analysis

Inverness reviewed and compared the purchase prices and financial multiples paid in selected publicly-announced transactions.  In connection with this analysis, Inverness reviewed the following transactions involving target companies that participate in the diagnostic and laboratory testing industries that were announced between August 22, 2011 and August 22, 2014 and that Inverness, based on its experience with merger and acquisition transactions, deemed relevant:

Target Enterprise Value Less Than $150 Million

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Target Enterprise Value Greater Than $150 Million

Inverness calculated ranges of multiples of LTM Revenue and LTM EBITDA and applied such ranges to Corgenix’s LTM Revenue and LTM EBITDA, respectively, to calculate a range of implied prices per share of Corgenix Common Stock.  The following tables set forth the results of such calculations:

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Target Enterprise Value Less Than $150 Million

(1)                     Range reflects 1st quartile to 3rd quartile of the selected transactions.

Target Enterprise Value Greater Than $150 Million

(1)                     Range reflects 1st quartile to 3rd quartile of the selected transactions.

None of the transactions analyzed in the selected merger and acquisition transaction analysis are identical to the proposed transaction. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Corgenix and the companies included in the selected transaction analysis.  Accordingly, Inverness’ analysis involved complex considerations and judgments concerning differences between the characteristics of the selected transactions and the proposed transaction which could affect the acquisition values observed in the selected transactions and the value of Corgenix, in order to provide a context in which to consider the results of the quantitative analysis.

Discounted Cash Flow Analysis

In order to estimate the present value of Common Stock, Inverness performed a discounted cash flow analysis of Corgenix. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of such asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a range of discount rates that take into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Inverness used the Forecasts, as provided by Corgenix’s management, to perform two discounted cash flow analyses: (i) one based on the terminal multiple method and (ii) the second based on the perpetuity growth method. In conducting these analyses, Inverness assumed that Corgenix would perform in accordance with the Forecasts.

Terminal Multiple Method

To calculate the implied range of prices per share of Common Stock using the terminal multiple method, Inverness first estimated the terminal value of Corgenix’s projected cash flows by applying a range of terminal multiples Inverness deemed relevant to Corgenix’s estimated fiscal year 2018 EBITDA, which multiples ranged from 7.0x to 9.0x and were derived in Inverness’ professional judgment, based on its experience with merger and acquisition transactions. Inverness calculated projected unlevered free cash flow from fiscal year 2015 through fiscal year 2018 using the Forecasts and discounted these cash flows and the terminal value to present values as of July 1, 2014 using discount rates of 15.0% to 20.0%, based on Corgenix’s weighted average cost of capital. To calculate the estimated enterprise value of Corgenix, Inverness added the present value of (i) the unlevered free cash flow from fiscal year 2015 through fiscal year 2018 to (ii) the terminal value. Using the estimated enterprise value of Corgenix, Inverness then added Corgenix’s net cash to calculate a range of implied equity values. These implied equity values were then divided by fully-diluted shares outstanding using the treasury stock method to calculate the range of implied prices per share of Common Stock as $0.38 to $0.51.

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Perpetuity Growth Method

To calculate the implied range of prices per share of Common Stock using the perpetuity growth method, Inverness first estimated the terminal value of Corgenix’s projected cash flows by applying a range of perpetuity growth rates Inverness deemed relevant to Corgenix’s estimated fiscal year 2018 free cash flow, which growth rates ranged from 2.0% to 3.0% and were derived in Inverness’ professional judgment, based on its experience with merger and acquisition transactions. Inverness calculated projected unlevered free cash flow from fiscal year 2015 through fiscal year 2018 using the Forecasts and discounted these cash flows and the terminal value to present values as of July 1, 2014 using discount rates of 15.0% to 20.0%, based on Corgenix’s weighted average cost of capital. To calculate the estimated enterprise value of Corgenix, Inverness added the present value of (i) the unlevered free cash flow from fiscal year 2015 through fiscal year 2018 to (ii) the terminal value. Using the estimated enterprise value of Corgenix, Inverness then added Corgenix’s net cash to calculate a range of implied equity values. These implied equity values were then divided by fully-diluted shares outstanding using the treasury stock method to calculate the range of implied prices per share of Corgenix Common Stock as $0.25 to $0.35.

Premiums Paid Analysis

Inverness reviewed and compared implied premiums paid in selected other transactions that Inverness, based on its experience with merger and acquisition transactions, deemed relevant.  These selected transactions included eleven transactions that closed between August 22, 2011 and August 22, 2014 involving the all-cash acquisition of North America-based public healthcare companies, each with a total transaction value between $5 million and $50 million.  For each of the selected transactions, Inverness compared, based on publicly-available information, the implied premiums paid in such transactions represented by the per share acquisition price as compared to the target company’s closing share price for various periods prior to the announcement of the execution of the definitive agreement with respect to the relevant transaction.

Set forth below is Inverness’ analysis of the range of the implied premiums paid in the selected transactions to the stock price one month prior to the announcement of the execution of the definitive agreement with respect to the relevant transaction, and the application of this range of premiums to the price of Corgenix Common Stock as of one month prior to March 11, 2014, the date of filing of Corgenix’s current report on Form 8-K announcing the exploration of strategic alternatives:

(1)                                 Range reflects 1st quartile to 3rd quartile of the selected transactions.

Inverness noted that the Merger Consideration per share to be received by holders of shares of the Corgenix Common Stock pursuant to the Merger Agreement was $0.27 per share.

The premiums paid analysis discussed above is based on the historical performance of Common Stock. Inverness noted that Corgenix Common Stock experienced increased trading volumes and price volatility starting in March of 2014, which coincided with the filing of Corgenix’s Form 8-K disclosing the Corgenix board of director’s decision to explore strategic alternatives. The premiums paid analysis was presented to the Board to provide additional information and to add context to the other analyses performed by Inverness, as described above. The valuation derived from the premiums paid analysis is not necessarily indicative of Corgenix’s present or future value or results.

General

Inverness, as part of its investment banking services, is regularly engaged in the valuation of businesses, assets and securities in connection with mergers, acquisitions, private placements and valuations for corporate and other purposes. Corgenix’s board of directors selected Inverness because of its familiarity with Corgenix’s industry

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and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as experience in transactions comparable to the proposed transaction.

Inverness is acting as financial advisor to Corgenix in connection with the proposed transaction and will receive a fee of $546,000 for its services, $60,000 of which consisted of a retainer that has been paid, $200,000 of which was paid upon delivery of the Inverness fairness opinion and the balance of which is contingent upon the consummation of the proposed transaction.  In addition, Corgenix has agreed to reimburse Inverness’ expenses in connection with the proposed transaction and indemnify Inverness for certain liabilities that may arise out of Inverness’ engagement by Corgenix and the rendering of Inverness’ opinion.  Except for the services described above, Inverness has not performed investment banking or financial services for Corgenix or Buyer in the past two years.  Inverness may perform such services in the future and expects to receive customary fees for such services.

Inverness and its affiliates engage in a wide range of investment banking and financial advisory services.  In the ordinary course of its business, Inverness and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Corgenix, Buyer and their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Certain Corgenix Forecasts

We do not, as a matter of course, publicly disclose financial forecasts as to future financial performance, earnings or other results as set forth below and are especially cautious of making financial forecasts due to the unpredictability of the underlying assumptions and estimates. However, in connection with the evaluation of a possible transaction, we made available to Orgentec and its advisors, other potential targets and their advisors, our board and Inverness, as applicable, the Forecasts that were prepared by our senior management and discussed with our board and not for public disclosure.

A summary of the Forecasts is included below solely to give shareholders access to the information that was made available to Orgentec and its advisors, other potential targets and their advisors, our board and Inverness, as described below, and is not included in this proxy statement in order to influence you to make any investment decision with respect to the merger, or to influence your decision whether to vote for or against the proposal to adopt the Merger Agreement. The inclusion of this information should not be regarded as an indication that our board, its advisors or any other person considered, or now considers, it to be material or to be a reliable prediction of actual future results. Our senior management’s internal financial forecasts, upon which the Forecasts were based, are subjective in many respects. There can be no assurance that the Forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. The Forecasts cover multiple years and such information by its nature becomes subject to greater uncertainty with each successive year. Senior management has not, for the past several years, accurately projected future results and has not achieved the financial targets and forecasted financial performance that they had projected at the beginning of each fiscal year. As a result, the inclusion of the Forecasts in this proxy statement should not be relied on as necessarily predictive of actual future events. The Forecasts and summary information should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding us contained in our public filings with the SEC.

The Forecasts were based on numerous variables, estimates and assumptions that are inherently uncertain and may be beyond our control, and which may prove to have been, or may no longer be, accurate. Important factors that may affect actual results and cause actual results to differ materially from the Forecasts include, but are not limited to, risks and uncertainties relating to our business (including our ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, the regulatory environment, general business and economic conditions, market and financial conditions, new product development, competition, various risks set forth in our reports filed with the SEC, and other factors described or referenced under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 13 of this proxy statement. In addition, the Forecasts also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Forecasts were prepared. The Forecasts do not take into account any circumstances, transactions or events occurring after the date they were prepared. Accordingly, there can be no assurance that the Forecasts will be realized or that our future financial results will not materially vary from the Forecasts.

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No one has made or makes any representation to any shareholder or anyone else regarding, nor assumes any responsibility for the validity, reasonableness, accuracy or completeness of, the information included in the Forecasts set forth below. You are cautioned not to rely on the Forecasts. Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date such Forecasts were made. We have not updated and do not intend to update or otherwise revise the Forecasts, even in the short term, to reflect circumstances existing after the date when they were made or to reflect the occurrence of future events, including the merger contemplated by the Merger Agreement. Further, the Forecasts do not take into account the effect of any failure of the merger to occur and should not be viewed as accurate or continuing in that context. We have made no representation to Buyer or Merger Sub or any other person in the Merger Agreement or otherwise, concerning these Forecasts.

The following is a summary of those Forecasts:  The Forecasts reflected (i) revenues of approximately $12.7 million for fiscal year 2015, $14.8 million for fiscal year 2016, $17.4 million for fiscal year 2017 and $20.8 million for fiscal year 2018; (ii) EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $1.2 million for fiscal year 2015, $2.2 million for fiscal year 2016, $3.4 million for fiscal year 2017, and $5.0 million for fiscal year 2018; (iii) net income of approximately $0.8 million for fiscal year 2015, $1.8 million for fiscal year 2016, $3.0 million for fiscal year 2017 and $3.1 million for fiscal year 2018; and (iv) unlevered free cash flow (EBIT (earnings before interest and taxes), less taxes, capital expenditures and any increase in working capital, plus depreciation, amortization and any decrease in working capital) of approximately $0.5 million for fiscal year 2015, $1.5 million for fiscal year 2016, $2.4 million for fiscal year 2017 and $2.4 million for fiscal year 2018. Our senior management projected that no taxes would be paid by Corgenix through fiscal year 2017 due to its operating history. All calendar year projections reflect our senior management’s assumption that the average of the fiscal year projections provides a reasonable basis for the calendar year projections.  These Forecasts reflect a level of financial performance that is materially stronger than we have historically achieved.

Financing of the Merger

The merger is not conditioned on Buyer’s ability to obtain financing. Buyer has various sources available to it to fund the consideration to be paid to our shareholders under the Merger Agreement.

Deregistration of Corgenix Common Stock

If the merger is completed, our Common Stock will be removed from listing on the OTC Bulletin Board® and deregistered under the Securities Exchange Act of 1934, as amended, and we will no longer file periodic reports with the SEC.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our board of directors with respect to the Merger Agreement, holders of shares of our Common Stock should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, those of our shareholders generally.  These interests may create potential conflicts of interest.  Our board of directors was aware that these interests existed when it approved the merger and the Merger Agreement.  The material interests are summarized below.

Common Stock, Stock Options and Warrants to be Cashed Out in the Merger

The following table provides the cash proceeds that each of our current directors and named executive officers are expected to receive in the closing of the merger from:

·                  the conversion into the Merger Consideration of the shares of our Common Stock that they already own free of any restrictions; and

·                  the “cash-out” of their “in-the-money” options to purchase shares of our Common Stock (i.e., options with an exercise price less than $0.27 per share) that are already vested, as well as the in-the-money options that

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will vest in accordance with the Merger Agreement on or before the closing date, in each case in an amount equal to the Merger Consideration less the applicable exercise price of such options.

Information regarding the beneficial ownership of vested and unrestricted Common Stock is based on information provided by or on behalf of the individuals named in the table.  For purposes of this table, we assume that the merger will occur on the date of the special meeting.  The amounts in the table do not reflect any taxes that will be incurred upon the conversion of shares into the Merger Consideration or the cash-out of options.

Value of Equity Securities
(estimated as of the date of the special meeting)

Information About Golden Parachute Compensation

We have certain plans and agreements that provide for amounts to be paid to our named executive officers or for the accelerated vesting of equity awards held by our named executive officers in connection with a change in control.  The merger will constitute a change in control under each of these plans and agreements.  We describe each of these plans and agreements below and quantify the amounts that will be payable to our named executive officers and the value of any equity awards held by our named executive officers for which vesting will be accelerated in connection with the merger, assuming the merger is completed and assuming that the employment of such named executive officers with us is terminated upon the consummation of the merger.

Equity Incentive Plans.  In the event of a change in control, our 2011 Incentive Compensation Plan provides that our board of directors, or compensation committee, has the power to prescribe the terms for any outstanding awards under such plan.  Under the terms of the Merger Agreement, all stock options, whether vested or not, including options held by our named executive officers, that are outstanding and unexercised immediately prior to the effective time of the merger will be canceled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Common Stock otherwise issuable upon exercise of such option and (ii) the Merger Consideration less the exercise price per share of the stock option and less applicable withholding taxes.

Management Agreements.

Management Agreement with Mr.  Simpson, President/CEO.  In the event of a change of control of our company, such as this merger, and if Mr. Simpson is terminated within twenty four (24) months of the merger without cause or terminated within eighteen (18) of the merger for good reason, Mr. Simpson is entitled to receive

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an amount equal to 24 months of his then current monthly compensation. In addition, in the event of a change of control of our company, all awards due to Mr. Simpson under any stock incentive plan are automatically accelerated and fully exercisable with respect to the total number of shares subject to such stock option and may be exercised for any or all of those shares as fully-vested shares of Common Stock as of the date of such occurrence, without regard to the conditions expressed in the agreements relating to such stock option.  For a description of how stock options are to be treated under the Merger Agreement see “—Equity Incentive Plans” above.  If Mr. Simpson elects to continue group health insurance coverage under COBRA, following a termination upon a change in control (as defined in the Management Agreement), we must pay the difference between (a) the monthly group health insurance premium Mr. Simpson was paying immediately prior to such termination and (b) the total monthly COBRA premium in relation to the continuation of Mr. Simpson’s group health insurance coverage only.  Payments will be made for a period of twenty-four (24) months.

Mr. Simpson is bound by a covenant not to compete during his employment and for a period of 18 months thereafter. Mr. Simpson is also bound by a confidentiality requirement, wherein he is required to keep our information and trade secrets confidential during his employment and thereafter.

Management Agreement with Mr. Critchfield, Senior Vice President Finance and Administration and CFO. In the event of a change of control of our company, such as this merger, and if Mr. Critchfield is terminated within twenty four (24) months of the merger without cause or terminated within eighteen (18) of the merger for good reason, Mr. Critchfield is entitled to receive an amount equal to 24 months of his then current monthly compensation.  In addition, in the event of a change of control of our company, all awards due to Mr. Critchfield under any stock incentive plan shall automatically accelerate and be fully exercisable with respect to the total number of shares subject to such stock option and may be exercised for any or all of those shares as fully-vested shares of Common Stock as of the date of such occurrence, without regard to the conditions expressed in the agreements relating to such stock option.  For a description of how stock options are to be treated under the Merger Agreement see “—Equity Incentive Plans” above.  If Mr. Critchfield elects to continue group health insurance coverage under COBRA, following a termination upon a change in control (as defined in the Management Agreement), we must pay the difference between (a) the monthly group health insurance premium Mr. Critchfield was paying immediately prior to such termination and (b) the total monthly COBRA premium in relation to the continuation of Mr. Critchfield’s group health insurance coverage only.  Payments will be made for a period of twenty-four (24) months.

Mr. Critchfield is bound by a covenant not to compete during his employment and for a period of 18 months thereafter. Mr. Critchfield is also bound by a confidentiality requirement, wherein he is required to keep our information and trade secrets confidential during his employment and thereafter.

Management Agreement with Ms. Steinbarger, Senior Vice President Sales and Marketing. In the event of a change of control of our company, such as this merger, and if Ms. Steinbarger is terminated within twenty four (24) months of the merger without cause or terminated within eighteen (18) of the merger for good reason, Ms. Steinbarger is entitled to receive an amount equal to 24 months of his then current monthly compensation.  In addition, should Ms. Steinbarger be terminated for any reason other than for cause, or in the event of a change of control of our company, all awards due to Ms. Steinbarger under any stock incentive plan shall automatically accelerate and be fully exercisable with respect to the total number of shares subject to such stock option and may be exercised for any or all of those shares as fully-vested shares of Common Stock as of the date of such occurrence, without regard to the conditions expressed in the agreements relating to such stock option For a description of how stock options are to be treated under the Merger Agreement see “—Equity Incentive Plans” above.  If Ms. Steinbarger elects to continue group health insurance coverage under COBRA, following a termination upon a change in control (as defined in the Management Agreement), we must pay the difference between (a) the monthly group health insurance premium Ms. Steinbarger was paying immediately prior to such termination and (b) the total monthly COBRA premium in relation to the continuation of Ms. Steinbarger’s group health insurance coverage only.  Payments will be made for a period of twenty-four (24) months.

Ms. Steinbarger is bound by a covenant not to compete during her employment and for a period of 18 months thereafter. Ms. Steinbarger is also bound by a confidentiality requirement, wherein she is required to keep our information and trade secrets confidential during her employment and thereafter.

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Aggregate Amounts of Potential Compensation.  The following table provides information regarding the aggregate dollar value of the various elements of compensation that could be received by the named executive officers that is based on or otherwise relates to the merger.  The descriptions and quantifications of the payments in the table are intended to comply with Item 402(t) of Regulation S-K promulgated by the SEC, which requires disclosure of information about compensation and benefits that each of the named executive officers will or may receive in connection with the merger.  This compensation is referred to as “golden parachute” compensation by applicable SEC disclosure rules and is subject to a non-binding, advisory vote of our shareholders, as described below in the section entitled “Compensation Arrangements for our Named Executive Officers in Connection with the Merger” beginning on page 68 of this proxy statement, In preparing the table, we have made the following assumptions:

·                  the merger will close on the date of our special meeting; and

·                  Mr.  Simpson, Mr. Critchfield and Ms. Steinbarger’s employment will be terminated by us without cause or for good reason (as that term is used in his or her management agreement), effective as of the effective time of the merger.

In addition to the above assumptions, the costs of COBRA premiums for continued medical insurance coverage for our executive officers and their dependents and the calculation of potential tax reimbursements to our named executive officers are based on estimates that we believe to be reasonable.  Any changes in these estimates would affect the amounts shown in the following table.  Although Buyer has expressed its present intention to terminate Mr. Simpson’s and Mr. Critchfield’s employment in connection with the merger, it has no obligation to do so, and any delay in the termination of Mr. Simpson’s or Mr. Critchfield’s employment could affect the amount of any golden parachute compensation each would receive.  Buyer has expressed no intention to terminate Ms. Steinbarger.

Golden Parachute Compensation

(1)                                 We do not have any pension plans or nonqualified deferred compensation benefit arrangements.

Director and Officer Indemnification and Insurance

For a period of six years after the effective time of the merger, Buyer and the surviving corporation are required to fulfill and honor in all respects all of our obligations to the same extent required under Nevada law, our Articles and Bylaws and under any indemnification or other similar agreements between us and our current and former directors, officers and employees (whom we refer to as indemnified parties) in effect on the date of the Merger Agreement.

Prior to the effective time of the merger, we or the surviving corporation will purchase one or more six-year “tail” policies on our directors’ and officers’ liability insurance policies in effect on the date of the Merger Agreement or comparable coverage in respect of actions or omissions occurring prior to the effective time of the merger.  The cost in obtaining these policies may not exceed 300% of our current annual premium for such insurance.  The surviving corporation will (and Buyer will cause the surviving corporation to) maintain such “tail” policies in full force and effect and continue to honor their respective obligations under the policies for a period of six years after the effective time of the merger.

If Buyer, the surviving corporation or any of their respective successors or assigns consolidates with or merges into any other person and is not the continuing or surviving entity of such consolidation or merger, or transfers or conveys all or substantially all of its properties and assets to any person, then the Merger Agreement requires that proper provision be made so that the successors and assigns of Buyer or the surviving corporation will

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assume all of the applicable obligations described above.  The indemnified parties are intended third-party beneficiaries of the indemnification and insurance provisions in the Merger Agreement.

Interests of our Largest Shareholder in the Merger

In considering the recommendation of our board of directors with respect to the Merger Agreement and the merger, you should be aware that our largest shareholder has interests in the merger that are in addition to, or different from, the interests of our shareholders generally and that create potential conflicts of interest. These interests are described below. Buyer and ELITech are currently discussing the future distribution relationship between ELITech and us.   The First Amended and Restated Joint Product Development Agreement, by and between us, Financiere ELITech SAS, and Wescor, Inc., dated July 28, 2011, has expired by its terms, and Buyer and ELITech are currently negotiating an agreement to clarify certain post-termination obligations pursuant to such agreement.

REGULATORY MATTERS

Mergers and acquisitions that may have an impact in the United States are subject to review by the Department of Justice and the Federal Trade Commission to determine whether they comply with applicable antitrust laws.  Under the HSR Act, mergers and acquisitions that meet certain jurisdictional thresholds may not be completed until the expiration of a waiting period that follows the filing of notification forms by both parties to the transaction with the Department of Justice and the Federal Trade Commission.  We and Buyer have determined that the merger does not meet the jurisdictional thresholds of the HSR Act.  As a result, neither Buyer nor we are required to file notification forms with the Department of Justice or the Federal Trade Commission, and no waiting period will apply to the merger as a consequence of the HSR Act.  See “The Merger Agreement — Conditions to the Merger” beginning on page 60 of this proxy statement.

LITIGATION RELATED TO THE MERGER

We are aware of one purported class action complaint that has been filed in the Second Judicial District Court of the State of Nevada in connection with the merger: Rauenzhan v. Corgenix, et al., No. CV14-01907, filed on September 4, 2014.  The complaint names as defendants us, each member of our board of directors, Buyer and Merger Sub.  The complaint alleges that the board of directors breached its fiduciary duties and that we, Buyer, the Merger Sub aided and abetted those purported breaches, in connection with the proposed merger. The complaint challenges the Merger Consideration as inadequate, and makes a variety of other allegations, including the following:

·                  given the recent trading price of our Common Stock and potential future growth, the value of our Common Stock is greater than the consideration offered to shareholders in the proposed merger;

·                  the proposed merger is the result of a flawed process marred by conflicts of interest of our board and senior management; and

·                  the “no solicitation” and termination fee provisions of the Merger Agreement preclude us from soliciting, and otherwise restrict our ability to consider, competing offers.

The plaintiff in this case seeks an order certifying a proposed class of our shareholders, certifying the plaintiff as the class representatives, granting injunctive relief against the consummation of the merger, or, if the merger is consummated, rescinding the merger and awarding damages, directing the defendants to account for all damages caused by them and all profits or special benefits obtained by them as a result of their alleged breaches of fiduciary duties and an award of costs, expenses and reasonable attorneys’ fees, and accountants’ and experts’ fees.

We notified our carriers of our applicable insurance policies (the “D&O Insurance”) regarding these claims. The D&O Insurance provides coverage for defense costs incurred in connection with the claim, but is subject to a substantial deductible, depending on the claim.  The D&O Insurance may not cover any amount of any judgment or settlement representing the amount by which the Merger Consideration or price is increased.

The defendants believe the claims asserted are without merit.  Buyer has repeatedly indicated that the Merger Consideration is the highest amount Buyer is willing to pay to acquire our company and that it is not willing to increase the amount of the Merger Consideration.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following summary is a general discussion of the material United States federal income tax consequences to our shareholders whose shares of our Common Stock are converted into cash pursuant to the merger.  This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, applicable United States Treasury Regulations, judicial authority, and administrative rulings and practice, all as in effect on the date of this proxy statement.  All of these authorities are subject to change, possibly on a retroactive basis.  No ruling from the Internal Revenue Service has been or will be sought with respect to any aspect of the merger.

This summary is for the general information of our shareholders only and does not purport to be a complete analysis of all potential tax effects of the merger.  It addresses only shareholders who hold our Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address any tax consequences to holders of stock options or holders of restricted stock.  The summary does not address any state, local or foreign income tax consequences of the merger, nor does it address any non-income tax laws.  This summary does not address all aspects of United States federal income taxation that may be relevant to a particular shareholder in light of the shareholder’s personal investment circumstances.  The summary also does not address all aspects of United States federal income taxation that may be relevant to particular shareholders that are subject to special treatment under United States federal income tax laws, including, without limitation:

·                  dealers, brokers and traders in securities;

·                  tax-exempt entities;

·                  financial institutions, mutual funds, regulated investment companies, real estate investment trusts or insurance companies;

·                  partnerships (or entities or arrangements treated as partnerships for United States federal income tax purposes) and investors in such partnerships;

·                  controlled foreign corporations or passive foreign investment companies;

·                  “non-U.S.  holders” (as defined below) that own, or have owned, actually or constructively, more than 5% of our Common Stock;

·                  shareholders who acquired their shares of our Common Stock in connection with stock option or stock purchase plans or in other compensation arrangements;

·                  shareholders who receive cash pursuant to the exercise of dissenter’s rights;

·                  shareholders who hold their shares of our Common Stock as part of an integrated investment such as a hedge or as part of a hedging, straddle or other risk reduction strategy;

·                  shareholders who own, directly or indirectly, an interest in Buyer;

·                  certain United States expatriates or former long-term residents of the United States;

·                  shareholders subject to the alternative minimum tax provisions of the Code;

·                  shareholders who hold Common Stock that constitutes “qualified small business stock” within the meaning of Section 1202 of the Code; or

·                  holders who have a functional currency other than the United States dollar.

If a partnership (or an entity or arrangement treated as a partnership for United States federal income tax purposes) holds shares of our Common Stock, the tax treatment of a partner generally will depend on the status of

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the partner and the activities of the partnership.  Partners of partnerships holding our Common Stock should consult their own tax advisors regarding the tax consequences of the merger.

For purposes of this summary, “U.S.  holder” refers to a beneficial owner of our Common Stock that is, for United States federal income tax purposes:

·                  an individual citizen or resident of the United States;

·                  a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state of the United States or the District of Columbia;

·                  a trust (1) the administration of which is subject to the primary supervision of a United States court and one or more United States persons have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person; or

·                  an estate that is subject to United States federal income tax on its income regardless of its source.

A “non-U.S. holder” is a beneficial owner of our Common Stock that is an individual, corporation, trust or estate that, in each case, is not a U.S. holder.

Shareholders are advised to consult their own tax advisors regarding the United States federal income tax consequences of the merger in light of their personal circumstances, as well as any tax consequences arising under any federal non-income tax laws and under any state, local and foreign tax laws.

U.S.  Holders

The receipt of cash in exchange for shares of our Common Stock pursuant to the merger will be a taxable transaction to U.S. holders.  Generally, this means that each U.S. holder will recognize capital gain or loss equal to the difference between the amount of cash received by such U.S. holder in the merger and the U.S. holder’s adjusted tax basis in its shares of our Common Stock.  Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) owned by a U.S. holder.  If the shares of our Common Stock have been held for more than one year at the effective time of the merger, the gain or loss will be long-term capital gain or loss, and will be short-term capital gain or loss if the shares have been held for one year or less.  For non-corporate taxpayers, long-term capital gains generally are taxable at a reduced rate and short-term capital gains are taxed at ordinary income tax rates.  The deductibility of capital losses is subject to certain limitations.

Certain individuals, estates and trusts must pay a 3.8% tax on net investment income for taxable years beginning after December 31, 2012.  Net investment income is defined to include capital gains.  Thus, a U.S. holder’s capital gain resulting from the merger will likely be subject to the 3.8% tax on net investment income.

Information returns will be filed with the Internal Revenue Service in connection with payments to a U.S. holder pursuant to the merger, unless the U.S. holder is an exempt recipient.  Under the United States federal income tax backup withholding rules, the exchange agent to be appointed by Buyer for the purpose of paying the Merger Consideration generally will be required to withhold 28% of all payments to which a U.S. holder is entitled in the merger, unless the U.S.  holder (i) is a corporation or comes within other exempt categories and demonstrates this fact in a manner satisfactory to the exchange agent or (ii) provides its correct tax identification number (social security number, in the case of an individual, or employer identification number in the case of other shareholders), certifies under penalties of perjury that the number is correct, certifies as to no loss of exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules.  To avoid such backup withholding, each U.S. holder and, if applicable, each other payee, should complete, sign and return to the exchange agent the substitute Form W-9 that such U.S. holder will receive with the letter of transmittal following completion of the merger.  Backup withholding is not an additional tax.  Any amounts withheld under the backup withholding rules will be credited against a U.S. holder’s United States federal income tax liability, and the

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U.S. holder may obtain a refund of any amounts withheld in excess of its United States federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

Non-U.S. Holders

Any gain realized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to United States federal income tax unless:

·                  the gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, if an applicable income tax treaty so provides, is also attributable to the non-U.S. holder’s permanent establishment in the United States), in which case the non-U.S.  holder generally will be taxed at graduated United States federal income tax rates applicable to United States persons (as defined under the Code) and, if the non-U.S.  holder is a foreign corporation, an additional branch profits tax may apply to its effectively connected earnings and profits for the taxable year at the rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or

·                  the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the merger and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on gain realized in the merger (unless an exception is provided under an applicable treaty), which may be offset by U.S. source capital losses of the non-U.S. holder recognized during the year, if any.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding (at a rate of 28%) may apply to the cash received pursuant to the merger, unless the non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder.  To avoid backup withholding, non-U.S. holders generally must submit a completed and signed Form W-8BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding,” or other applicable Form W-8.  Backup withholding is not an additional tax.  Any amounts withheld under the backup withholding rules will be credited against a non-U.S. holder’s United States federal income tax liability, and the non-U.S. holder may obtain a refund of any amounts withheld in excess of its United States federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

Option Holders

Generally, for U.S. federal income tax purposes, upon the cancellation of an option, issued under our 2011 Incentive Compensation Plan or our 2007 Incentive Compensation Plan, to purchase our Common Stock, the option holder will recognize as ordinary income all of the consideration attributable to the cancellation of the option.  Such ordinary income will be taxed at ordinary income tax rates and will be treated as income received as compensation for services performed by the holder. Such ordinary income may be subject to withholding taxes and employment taxes and any other required employer withholding, if attributable to the holder’s employment with us, or self-employment taxes, if attributable to services performed by the holder as an independent contractor. The consideration attributable to the cancellation of the option will generally be subject to information reporting, and payments to a non-employee option holder may be subject to backup withholding.  Generally, the holder of such an option will not recognize loss for U.S. federal income tax purposes with respect to the cancellation of such option.

Warrant Holders

Generally, for U.S. federal income tax purposes, the holder of a warrant to purchase shares of our Common Stock will realize capital gain or loss equal to the excess of the consideration received on the cancellation of the warrant over the holder’s adjusted tax basis in the warrant.  Generally, if the holder has held the warrant for more than one year, such capital gain or loss will be long-term capital gain or loss.  See “U.S. Holders” and “Non-U.S. Holders” for a more detailed discussion of the U.S. federal income tax taxation of capital gain realized by U.S. holders and non-U.S. holders, respectively.

THE FOREGOING DISCUSSION OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX

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ADVICE TO ANY HOLDER OF SHARES OF OUR COMMON STOCK.  EACH OF OUR SHAREHOLDERS IS STRONGLY URGED TO CONSULT HIS, HER OR ITS TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) TO SUCH SHAREHOLDER OF THE RECEIPT OF CASH IN EXCHANGE FOR SHARES OF OUR COMMON STOCK PURSUANT TO THE MERGER.

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THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the Merger Agreement.  The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Agreement and Plan of Merger, dated as of August 27, 2014 a copy of which is attached as Annex A and is incorporated by reference into this proxy statement.  This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you.  We encourage you to read the Merger Agreement carefully and in its entirety because it is the legal document that governs this merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms and provisions have been included to provide you with information regarding the terms and provisions of the Merger Agreement.  Factual disclosures about us, Buyer or the Merger Sub contained in this proxy statement or in our public reports filed with the SEC, which are available without charge at www.sec.gov, may supplement, update or modify the factual disclosures about us, Buyer or the Merger Sub contained in the Merger Agreement.  In your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocates risk between the parties to the Merger Agreement, rather than establishing matters as facts.  The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and in some cases have been qualified in a number of important respects, including through the use of negotiated exceptions for certain matters disclosed by each party to the other parties.

The Merger

The Merger Agreement provides that, in accordance with the Merger Agreement and the Nevada Revised Statutes, as amended, which we refer to as the NRS, at the effective time of the merger, the Merger Sub will be merged with and into us and, as a result of the merger, the separate existence of the Merger Sub will cease and we will continue as the surviving corporation and become a wholly owned subsidiary of Buyer.  At the effective time of the merger, all of our and the Merger Sub’s properties, rights, privileges, powers and franchises will vest in us as the surviving corporation and all of our and the Merger Sub’s debts, liabilities and duties will become our debts, liabilities and duties as the surviving corporation.

The articles of incorporation and the bylaws of the Merger Sub, as in effect immediately prior to the effective time of the merger, will be the articles of incorporation and bylaws of the surviving corporation until amended as provided by in such documents or under applicable law.  The directors of the Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation following the effective time of the merger until the earliest of their resignation, removal or death or their respective successors are duly elected or appointed and qualified, as the case may be.  The officers of the surviving corporation immediately prior to the effective time of the merger will be the officers of the surviving corporation following the effective time of the merger until the earliest of their resignation, removal or death or their respective successors are duly elected or appointed and qualified, as the case may be.

The closing of the merger will occur within five business days following the satisfaction or, to the extent permitted by law, waiver of the closing conditions stated in the Merger Agreement and described under “— Conditions to the Merger” beginning on page 60 of this proxy statement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or, to the extent permitted by law, waiver of such conditions) or as otherwise agreed by the parties.

At the closing of the merger, the parties will cause the merger to be consummated by filing articles of merger with the Secretary of State of the State of Nevada.  The merger will be effective at the time the certificate of merger is duly filed with the Secretary of State of the State of Nevada (or at such later time as is agreed upon by the parties to the Merger Agreement and specified in the certificate of merger), which we refer to as the effective time of the merger.  It is currently anticipated that the effective time of the merger will occur in the fourth calendar quarter

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of 2014.  However, the parties cannot predict the exact timing of the closing of the merger or whether the merger will be completed at an earlier or later time, as agreed by the parties, or at all.

The Merger Consideration

At the effective time of the merger, by virtue of the merger and without any action on the part of Buyer, the Merger Sub, us or any holder of shares of our Common Stock, each share of our Common Stock issued and outstanding immediately prior to the effective time of the merger will be canceled and converted automatically into the right to receive $0.27 in cash, without interest, which we refer to as the Merger Consideration, upon surrender of the shares in accordance with the Merger Agreement, other than:

·                  shares held by shareholders who have not voted to adopt the Merger Agreement and who have properly assert dissenter’s rights for shares in accordance with Sections 92A.300 through 92A.500 of the NRS, which shares will be canceled and converted into the right to receive payment of the fair value of such shares, unless such dissenter’s rights are subsequently waived, withdrawn or lost, at which point such shares will represent the right to receive the Merger Consideration; and

·                  shares held by us as treasury stock or owned by Buyer, or the Merger Sub immediately prior to the effective time of the merger, which shares will be automatically cancelled and cease to exist without payment.

At the effective time of the merger, each share of Common Stock of the Merger Sub outstanding immediately prior to the effective time of the merger will be converted into and become one fully paid and non-assessable share of Common Stock, no par value per share, of the surviving corporation.

Payment Procedures

Prior to the effective time of the merger, Buyer will appoint an exchange agent reasonably acceptable to us to act as the agent, which shall provide for the payment of the Merger Consideration.  As of the effective time of the merger, Buyer is required to deposit, or to take all steps necessary to enable and cause the surviving corporation to deposit, with the exchange agent the cash necessary to pay for the shares of our Common Stock converted into the right to receive Merger Consideration.

Promptly after the effective time, Buyer will mail, or cause the exchange agent to mail, to each holder of shares of our Common Stock that were converted into the right to receive the Merger Consideration, a letter of transmittal and instructions for use in surrendering stock certificates or transferring uncertificated shares in exchange for the Merger Consideration.  No shareholder should surrender any stock certificates until the shareholder receives the letter of transmittal and other materials for such surrender.  Upon surrender of a stock certificate representing shares of our Common Stock for cancellation to the exchange agent, together with a duly executed letter of transmittal and such other documents as may reasonably be required by the exchange agent, or receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request), in the case of a book-entry transfer of uncertificated shares of our Common Stock, the holder of such certificate or uncertificated shares will be entitled to receive the Merger Consideration into which the shares of our Common Stock previously represented by such stock certificate or uncertificated shares have been converted pursuant to the Merger Agreement.  Each of Buyer, the Merger Sub, the surviving corporation, the exchange agent and us will be entitled to deduct and withhold from the Merger Consideration such amounts as may be required to be deducted or withheld under applicable tax laws.  The cash paid to you upon surrender of your shares of our Common Stock will be issued in full satisfaction of all rights relating to your shares of our Common Stock.

If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered stock certificate or the transferred uncertificated share is registered, it will be a condition to such delivery that such stock certificate will be properly endorsed or will otherwise be in proper form for transfer or such uncertificated share will be properly transferred and that the person requesting such payment will pay any transfer or other tax required as a result of such payment to a person other than the registered holder of such stock certificate or uncertificated share or establish to the satisfaction of Buyer that such taxes have been paid or are not applicable.

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After the effective time of the merger, there will be no further registration of transfers of shares of our Common Stock.  If, after the effective time of the merger, stock certificates or uncertificated shares of our Common Stock are presented to the surviving corporation or the exchange agent, they will be canceled and exchanged for the Merger Consideration, except as otherwise provided by law.

If your stock certificate has been lost, stolen or destroyed, the exchange agent will deliver to you the applicable Merger Consideration for the shares represented by that certificate if:

·                  you make an affidavit (in a form customarily used by the exchange agent) claiming such certificate has been lost, stolen or destroyed; and

·                  if required by Buyer, you post a bond in such reasonable amount as Buyer may direct as indemnity against any claim that may be made against it with respect to that certificate.

You should not send your certificates now and should send them only pursuant to instructions set forth in the letter of transmittal to be mailed to shareholders promptly after the completion of the merger.  In all cases, the Merger Consideration will be paid only in accordance with the procedures set forth in the Merger Agreement and such letters of transmittal.

The Merger Agreement provides that six months after the effective time of the merger, the exchange agent will deliver to Buyer upon its demand any funds made available to the exchange agent that have not been distributed to the former holders of shares of our Common Stock, and that any holders of stock certificates or uncertificated shares who have not complied with the above-described procedures to receive payment of the Merger Consideration during such twelve-month period may thereafter look only to Buyer for payment of the Merger Consideration, without interest, to which they are entitled.  None of Buyer, the surviving corporation or the exchange agent will be liable for any amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.  If any stock certificates or uncertificated shares representing shares of our Common Stock prior to the effective time of the merger have not been surrendered by three years after the effective or such earlier date when the amounts would otherwise escheat to or become property of any governmental entity, then any Merger Consideration in respect of such stock certificates or uncertificated shares will become the property of Buyer free and clear of all claims or interests of any holders of such stock certificates or uncertificated shares to the extent permitted by law.

Treatment of Options and Warrants

We have issued options to purchase shares of our Common Stock under our 2011 Incentive Compensation Plan and our 2007 Incentive Compensation Plan (which, together, we refer to as the stock plans).  Our board of directors has adopted resolutions providing that each stock option which has not been exercised and has not expired or terminated and remains outstanding immediately prior to the effective time of the merger will be canceled, and the holder of any such option will be entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of our Common Stock issuable upon exercise of such option and (ii) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to any required withholding taxes.  No holder of an option that has an exercise price per share that is greater than $0.27 is entitled to any payment with respect to such canceled option before or after the effective time of the merger.

Our board of directors has also adopted resolutions providing that each warrant to purchase shares of Common Stock that is outstanding immediately prior to the effective time of the merger will be canceled, and the holder of any such warrant will be entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of our Common Stock previously subject to such warrant and (ii) the excess, if any, of the Merger Consideration over the per share exercise price previously subject to such warrant, subject to any required withholding taxes.  No holder of a warrant that has an exercise price per share that is greater than $0.27 is entitled to any payment with respect to such canceled warrant before or after the effective time of the merger.

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Representations and Warranties

The Merger Agreement contains representations and warranties of the parties to the Merger Agreement.  The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement.  Moreover, these representations and warranties have been qualified by certain disclosures that we made to Buyer and the Merger Sub in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement.  Furthermore, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to shareholders.  The representations and warranties were used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters of fact.  For the foregoing reasons, you should not rely on the representations and warranties contained in the Merger Agreement as statements of factual information.  The representations and warranties in the Merger Agreement and the description of them in this proxy statement should be read in conjunction with the other information contained in our reports, statements and filings that we publicly file with the SEC.  This description of the representations and warranties is included to provide our shareholders with additional information regarding the terms of the Merger Agreement.

In the Merger Agreement, we made representations and warranties to Buyer and the Merger Sub with respect to, among other things:

·                  corporate matters related to us, including, but not limited to, our valid existence, good standing, power and authority;

·                  our capitalization, including in particular the number of outstanding shares of our Common Stock and preferred stock and the number of shares of Common Stock issuable upon the exercise of stock options and warrants;

·                  our power and authority to enter into the Merger Agreement and to complete the transactions contemplated by the Merger Agreement and the enforceability of the Merger Agreement against us;

·                  the absence of violations of, conflicts with, creation of liens upon, or defaults under our governing documents, law or certain agreements as a result of entering into the Merger Agreement and the consummation of the merger;

·                  the required consents and approvals of governmental authorities in connection with the consummation of the merger and the other transactions contemplated by the Merger Agreement;

·                  our SEC filings since August 27, 2011, including financial statements contained in such SEC filings;

·                  the absence of undisclosed material liabilities;

·                  internal controls and compliance with the Sarbanes-Oxley Act of 2002;

·                  our conduct of business since March 31, 2014 in the ordinary course of business consistent with past practice, except as contemplated by the Merger Agreement, and the absence since March 31, 2014 of any event, condition, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on us;

·                  the absence of certain litigation;

·                  the information included in this proxy statement;

·                  broker’s and finder’s fees and expenses;

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·                  employee benefit plans, ERISA matters and certain related matters;

·                  the receipt of the fairness opinion described in “The Merger — Opinion of Corgenix’s Financial Advisor” beginning on page 31 of this proxy statement by our board of directors from Inverness;

·                  tax matters;

·                  environmental matters;

·                  compliance with laws and permits, including compliance with the Food, Drug and Cosmetic Act;

·                  intellectual property matters;

·                  labor matters;

·                  matters related to our insurance policies;

·                  matters with respect to our material contracts;

·                  title to properties and the absence of encumbrances;

·                  related party transaction matters; and

·                  the inapplicability of state anti-takeover statutes to the merger.

Many of the representations and warranties in the Merger Agreement made by us are qualified by a “materiality” or a “company material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a company material adverse effect on us).  For purposes of the Merger Agreement, a “company material adverse effect” means a material adverse effect on (i) our business, financial condition, assets, liabilities or results of operations, or (ii) our ability to perform our obligations under the Merger Agreement or to consummate the merger and the other transactions contemplated by the Merger Agreement.  However, the definition of “company material adverse effect” excludes any effect attributable to:

·                  any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or any other geographic region in which we conduct business (except to the extent that we are affected in a disproportionate manner as compared to other companies participating in the same industry as ours);

·                  general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes to the same business (except to the extent that we are affected in a disproportionate manner as compared to other companies participating in the same industry as ours);

·                  any change attributable to the negotiation, execution, announcement, pendency or pursuit of the merger and related transactions, including any litigation, any cancellation of or delays in customer orders, and any disruption in supplier, distributor, partner or similar relationships;

·                  the taking of any action by us as required by the Merger Agreement or expressly approved or permitted in writing by Buyer, or the failure to take any action by us prohibited by the Merger Agreement;

·                  acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions threatened or existing as of the date of the Merger Agreement;

·                  any hurricane, earthquake, flood, or other natural disasters or acts of God;

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·                  changes in law (except to the extent that we are affected in a disproportionate manner as compared to other companies participating in the same industry as ours);

·                  changes in GAAP (except to the extent that we are affected in a disproportionate manner as compared to other companies participating in the same industry as ours);

·                  any failure by us to meet public or internal revenue, earnings or other projections (but not any event, condition, change, occurrence or development of a state of circumstances that may have caused or contributed to the failure to meet such projections); and

·                  decline in the price of our Common Stock (but not any event, condition, change, occurrence or development of a state of circumstances that may have caused or contributed to the change in price);

In the Merger Agreement, Buyer and the Merger Sub made representations and warranties to us with respect to, among other things:

·                  corporate matters related to them, including, but not limited to, their valid existence, good standing, power and authority;

·                  their formation, business purpose and conduct of operations;

·                  their authority to enter into the Merger Agreement and to complete the transactions contemplated by the Merger Agreement and the enforceability of the Merger Agreement against each of them;

·                  the absence of violations of, conflicts with, creation of liens upon, or defaults under their governing documents, law or certain agreements as a result of entering into the Merger Agreement and the consummation of the merger;

·                  the required consents and approvals of governmental authorities in connection with the consummation of the merger and the other transactions contemplated by the Merger Agreement;

·                  broker’s and finder’s fees and expenses;

·                  the absence of certain litigation;

·                  the availability of the funds necessary to consummate the merger and the other transactions contemplated by the Merger Agreement; and

·                  the solvency of the Buyer after the effective time of the merger.

The representations and warranties contained in the Merger Agreement and in any certificate or other writing delivered pursuant to the Merger Agreement will not survive the effective time of the merger.  This limit does not apply to any covenant or agreement of the parties which by its terms contemplates performance after the effective time of the merger.  The confidentiality provisions will survive termination of the Merger Agreement.

Conduct of Our Business Pending the Merger

The Merger Agreement contains covenants related to the conduct of our business from the date of the Merger Agreement until the effective time of the merger.  These covenants are complicated and not easily summarized.  You are urged to read carefully and in its entirety Section 5.1 of the Merger Agreement entitled “Conduct of Business Prior to the Effective Time” and Section 3.8, which is referenced therein.  Subject to certain exceptions in the Merger Agreement and disclosure schedules delivered by us in connection with the Merger Agreement, between the date of the Merger Agreement and the effective time of the merger, unless Buyer gives its prior written consent (which cannot be unreasonably withheld, conditioned or delayed), we have agreed to (i) conduct our business in the ordinary and course of business and (ii) use our reasonable efforts to maintain and

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preserve intact our business organization and franchise, to preserve the rights, franchises, goodwill and relationships of our current employees, customers, lenders, suppliers, regulators and others having business relationships with us.

In addition, subject to certain exceptions in the Merger Agreement and disclosure schedules delivered by us in connection with the Merger Agreement, between the date of the Merger Agreement and the effective time of the merger, unless Buyer gives its prior written consent (which cannot be unreasonably withheld, conditioned or delayed), we have agreed not to:

·                  declare, set aside, pay, or make any dividend or other distribution on or in respect of any shares of our capital stock or directly or indirectly redeem, retire, purchase, or otherwise acquire any such shares or any option, warrant, conversion privilege, preemptive right, or other right or agreement to acquire the same or any other securities convertible into or evidencing the right to purchase or otherwise acquire the same;

·                  make any amendments to our Articles or Bylaws:

·                  make any change in the number of shares of our capital stock authorized, issued, or outstanding, or authorized, issued or granted, any option, warrant, conversion privilege, preemptive right, or other right to acquire the same or any other securities convertible into or evidencing the right to acquire the same;

·                  incur any indebtedness for borrowed money;

·                  incur any obligation or liability (contingent or otherwise) except (i) normal trade or business obligations incurred in the ordinary course of business, and (ii) obligations under our material contracts, agreements and leases;

·                  discharge or satisfy any lien or encumbrance or pay any obligations or liability (fixed or contingent) other than current liabilities paid to unrelated parties, wages paid to officers and employees and director’s fees paid to directors, each in the ordinary course of business;

·                  mortgage, pledge, or subject to any lien, charge, or other encumbrance any of our properties or assets (tangible or intangible) except for certain exceptions;

·                  sell, assign, lease, transfer or otherwise dispose of, or agree to sell, assign, lease, transfer or otherwise dispose of, any of our tangible assets other than sales of inventory in the ordinary course of business;

·                  other than in the ordinary course of business, sell, assign, license, transfer, or otherwise dispose of, or agree to sell, assign, license, transfer or otherwise dispose of, any of its patents, inventions, shop rights, know-how, trade secrets, confidential information, registered or unregistered trademarks, service marks, logos, corporate names, trade names, and other trademark rights, trade dress, or other designations or combinations of such designations that are distinctive of our goods or services and that are used by us in a manner that identifies our goods or services and distinguishes them from the goods or services of others, works of authorship and any registered or unregistered copyright therein, or other intangible assets, and all registrations for, and applications for registration of, any of the foregoing or disclose any of the foregoing (other than to Buyer and Merger Sub);

·                  enter into any transaction, contract, or commitment other than in the ordinary course of business;

·                  make any capital expenditures or any commitment therefor in excess of $50,000 in the aggregate;

·                  adopt or make any change in any executive compensation plan, bonus plan, incentive compensation plan, deferred compensation agreement, or other employee benefit plan or arrangement;

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·                  enter into any employment or consulting agreement or arrangement, or, except for normal bonuses or wage or salary increases pursuant to and consistent with existing plans or programs and consistent with past practices, grant or pay any bonus, or make or grant any general wage or salary increase or any specific increase in the wages or salary of any employee;

·                  cancel or compromise any debt or claim except for adjustments made in the ordinary course of business that, in the aggregate, are not material, or waived or released any rights that are material;

·                  terminate, amend, or modify any material agreement or instrument;

·                  enter into any transaction with any shareholder, officer, director, or key employee or any affiliate of any such person other than the payment of wages and salaries and other benefits under employee benefit plans in existence as of the date of the Merger Agreement;

·                  make any loans or advances to, guaranties for the benefit of, or investments in, any person (other than customary wage or travel advances in accordance with past practices which are less than $10,000 in the aggregate);

·                  merge or consolidate with, or acquire all or substantially all of the assets, capital stock, or business of any other person;

·                  take any action (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or

·                  agree or commit to do any of the actions described in the foregoing.

Preparation of Proxy Statement; Shareholders Meeting

As soon as reasonably practicable after the date of the Merger Agreement, we will:

·                  in cooperation with Buyer and the Merger Sub, prepare and file with the SEC a preliminary proxy statement and respond to any comments of the SEC or its staff with respect to the proxy statement; and

·                  unless our board of directors withdraws or modifies its recommendation as permitted under the Merger Agreement, include in the proxy statement the recommendation of our board of directors that our shareholders vote in favor of adoption of the Merger Agreement.

Unless the Merger Agreement is terminated as described below under “— Termination of the Merger Agreement” beginning on page 62 of this proxy statement, as promptly as practicable following the clearance of the definitive proxy statement by the SEC, we will:

·                  duly call, give notice of, convene and hold a special meeting of our shareholders (which we refer to as the special meeting) for the purpose of seeking the affirmative vote for adoption of the Merger Agreement by the holders of a majority of the shares of our Common Stock outstanding on the record date;

·                  mail to our shareholders the definitive proxy statement and all other proxy materials for the special meeting; and

·                  use our reasonable efforts to solicit proxies from our shareholders in favor of the adoption of the Merger Agreement and secure the vote of our shareholders required by law to effect the merger.

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Public Statements

Unless our board of directors has effected a change in recommendation, we, Buyer and the Merger Sub will not issue any public announcement or statement or other disclosure with respect to the Merger Agreement or the merger without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed), except as may be required by law or any rule of the SEC so long as the disclosing party in which case the party required to make the release or announcement will consult the other prior to issuing, and allow reasonable time with the opportunity to review and comment on such prior to issuance.

Standard of Efforts; Required Approvals

We, Buyer and the Merger Sub agreed to use our reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or appropriate to consummate and make effective, the merger and the other transactions contemplated by the Merger Agreement, including:

·                  determining what filings, if any, are required and which consents are required; and

·                  timely obtaining all consents, approvals, authorizations and actions or non-actions required for or in connection with the consummation of the merger and the other transactions contemplated by the Merger Agreement.

Notification of Certain Matters

We will give prompt notice to Buyer and the Merger Sub of any written notice received from any person alleging that the consent of such person is required in connection with the merger or the other transactions contemplated by the Merger Agreement, any notice from any governmental authority in connection with the merger or the other transactions contemplated by the Merger Agreement, any actions pending that relate to the merger or the other transactions contemplated by the Merger Agreement, any event, change or effect which may cause the failure of the conditions to close the Merger Agreement not be satisfied.

Confidentiality

We entered into a confidentiality agreement dated May 6, 2014, with Water Street, on behalf of Orgentec, which we refer to as the confidentiality agreement.  Under the terms of the confidentiality agreement, Water Street agreed that, subject to certain exceptions, any information regarding us or any of our affiliates or any of our respective assets or businesses furnished to Water Street by us or our representatives would be used by Water Street and its representatives solely for the purpose of evaluating a possible transaction between Water Street and its affiliates and us and would be kept confidential except as provided in the confidentiality agreement.  The parties also agreed in the Merger Agreement to keep certain information regarding the other party confidential until the closing.  In the event of a termination of the Merger Agreement, the obligations of confidentiality will continue for a period of five years.

No Solicitation

We agreed not to, and agreed not to authorize or permit any of our officers, directors or employees, or authorize any of our financial advisors, attorneys or other advisors or representatives to:

·                  solicit, initiate or knowingly take any action or encourage the submission of any takeover proposal or making of any proposal that could reasonably expect to lead to a takeover proposal;

·                  participate or engage in any discussions or negotiations with any person or group other than Buyer, the Merger Sub regarding any takeover proposal, or furnish any non-public information relating to us to any third party that we believe would be used for purposes of making or furthering any takeover proposal;

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·                  amend or grant any waiver, amendment or release under any standstill or similar agreement with a third party; or

·                  enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement option agreement, joint venture agreement, partnership agreement or other similar agreement relating to a takeover proposal.

Notwithstanding the restrictions described above, at any time before the adoption of the Merger Agreement by our shareholders, if we receive an unsolicited written takeover proposal from a third party that did not result from a breach of the provisions of the Merger Agreement regarding restrictions on solicitations, we may provide or furnish information to the third party making the takeover proposal pursuant to an executed confidentiality agreement so long as our board of directors determines in good faith, after consultation with our financial advisor and outside counsel, that the takeover proposal is, or could reasonably be expected to result in or lead to, a superior proposal or take any action that any court of competent jurisdiction order us to take.

We must promptly notify Buyer after receipt of any takeover proposal, identify the third party making the proposal and provide a summary of the material terms and conditions of such proposal.

Change in Recommendation

Subject to the provisions described below, our board of directors unanimously agreed to recommend that our shareholders vote in favor of the adoption of the Merger Agreement at the special meeting, which we refer to as the board recommendation.  Subject to the provisions described below, the Merger Agreement provides that, after the date of the Merger Agreement, neither our board of directors nor any committee of our board of directors will:

·                  withhold, change, amend, withdraw, or qualify (or modify in a manner adverse to Buyer) the board recommendation;

·                  adopt, approve or recommend or otherwise declare advisable the adoption of any takeover proposal;

·                  publicly propose to adopt, approve, or recommend any takeover proposal or publicly take a neutral position or no position with respect to a takeover proposal;

·                  submit any takeover proposal to the vote of our shareholders; or

·                  resolve or agree to take any of the foregoing actions.

We refer to each of the foregoing actions as a change in recommendation.

Subject to the provisions described below, the Merger Agreement also provides that, after the date of the Merger Agreement, neither our board of directors nor any committee of our board of directors will cause or permit us to enter into any agreement or instrument relating to any takeover proposal.

Notwithstanding these restrictions, at any time before the adoption of the Merger Agreement by our shareholders, our board of directors may effect a change in recommendation either:

·                  in response to a material, event change or development occurring or arising after the date of the Merger Agreement, the existence and material consequences of which were not known or not reasonably foreseeable by our board of directors at or prior to the date of the Merger Agreement (and not relating to any takeover proposal or superior proposal), so long as:

·                  our board of directors reasonably determines in good faith, after consultation with our outside counsel and independent financial advisor, that the failure to make such change in recommendation would reasonably be expected to breach the fiduciary duties owed by our board of directors under law, and

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·                  we provided prior written notice to Buyer in advance and, during such the five business day period after such notice, we and our financial advisors and outside counsel negotiated with Buyer in good faith (to the extent Buyer desired to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so as to obviate (if possible) the need for such change in recommendation; or

·                  in circumstances relating to a superior proposal, so long as before making such change in recommendation or terminating the Merger Agreement:

·                  our board of directors reasonably determines in good faith, after consultation with our financial advisor and outside counsel, that, in light of such superior proposal, the failure to take such action would reasonably be expected to breach the fiduciary duties owed by our board of directors under law,

·                  we have provided to Buyer prior written notice of our receipt of a superior proposal that our board of directors has determined in good faith will, absent changes to the terms of the Merger Agreement, constitute a superior proposal and of our intention to make a change in recommendation

·                  during the five business day period after we provide notice to Buyer, we and our financial advisors and outside counsel have negotiated with Buyer in good faith (to the extent Buyer desires to negotiate) to make such adjustments in the terms of the Merger Agreement so that such superior proposal would no longer constitute a superior proposal (provided that any material modifications to such third party proposal will be deemed a new superior proposal that we will be required to again provide notice to Buyer and negotiate).

As used in the Merger Agreement and this proxy statement:

·                  “takeover proposal” means a proposal or offer from, or indication of interest in making a proposal or offer by, any person (other than Buyer or Merger Sub) relating to any (a) direct or indirect acquisition of assets (excluding sales of assets in the ordinary course of business) equal to twenty percent (20%) or more of the fair market value of our consolidated assets or to which twenty percent (20%) or more of our net revenues or net income on a consolidated basis are attributable, (b) direct or indirect acquisition of twenty percent (20%) or more of the voting equity interests, (c) tender offer or exchange offer that if consummated would result in any person beneficially owning (within the meaning of Section 13(d) of the Exchange Act) twenty percent (20%) or more of the voting equity interests, (d) merger, consolidation, other business combination or similar transaction involving us or any of our subsidiaries, pursuant to which such person would own twenty percent (20%) or more of the consolidated assets, net revenues or net income, taken as a whole, or (e) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) or the declaration or payment of an extraordinary dividend (whether in cash or other property) by us.

·                  “superior proposal” means a bona fide written takeover proposal which did not result from a breach of the Merger Agreement that our board of directors determines in its good faith business judgment (after consultation with our outside legal counsel and financial advisors) to be more favorable to our shareholders from a financial point of view than the merger and other transactions contemplated by the Merger Agreement, taking into account (a) all financial considerations, (b) the identity of the third party making such takeover proposal, (c) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of takeover proposal, (d) the other terms and conditions of such takeover proposal and the implications, including relevant legal, regulatory and other aspects of such takeover proposal deemed relevant by our board of directors and (e) any revisions to the terms of the Merger Agreement and the merger proposed by Buyer.

Indemnification and Insurance

Buyer and Merger Sub agree that all existing rights to indemnification and exculpation by us under applicable law, our Articles or Bylaws in favor of each person who prior to the effective time of the merger had been an officer, director or employee of ours or who acts as a fiduciary under any of our employee benefit plans, whom we refer to as the indemnified parties, as provided in our Articles, Bylaws, or any other agreements in effect on the date of the Merger Agreement, including provisions relating to the advancement of expenses incurred in the defense

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of any action, suit, or other proceeding, will survive the merger and will remain in full force and effect for a period of not less than six years after the effective time of the merger.  For six years after the effective time of the merger, Buyer will cause the articles of incorporation and bylaws of the surviving corporation to contain no less favorable provisions with respect to exculpation, indemnification and advancement of expenses of our directors, officers and employees.  Buyer will also cause the surviving corporation to maintain for the benefit of our directors and officers, an insurance and indemnification policy for events occurring prior to the effective time of the merger, provided that the surviving corporation will not be required to pay an annual premium for such insurance in excess of 300% of the last annual premium paid prior to the date of the Merger Agreement.  To the extent prepaid policies are obtained prior to the effective time of the merger, the preceding obligation will be deemed to have been satisfied.

If Buyer or the surviving corporation consolidates with or merges or converts into any other entity and is not the continuing or surviving corporation or entity of such consolidation, merger or conversion, or transfers all or substantially all of its properties and assets to any person or entity, then the Merger Agreement requires that proper provision be made so that the successors and assigns of Buyer or the surviving corporation will assume all of the applicable obligations described above.  The indemnified parties are intended third-party beneficiaries of the indemnification and insurance provisions in the Merger Agreement.

Section 16 Matters

Prior to the effective time of the merger, our board of directors will take all steps required to cause the transactions involving the vesting and exercise of our stock options and our warrants in connection with the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to us to be exempt under Rule 16b-3 under the Exchange Act.

Financing

There is no financing contingency in the Merger Agreement.

Conditions to the Merger

Conditions to Each Party’s Obligations.  The respective obligations of each party to effect the merger are subject to the satisfaction or, to the extent permitted by law, waiver of each of the following conditions:

·                  the adoption of the Merger Agreement by the holders of a majority of the shares of our Common Stock outstanding on the record date for the special meeting on or before December 31, 2014;

·                  none of the parties are subject to any order or injunction that prohibits consummation of the transactions contemplated by the Merger Agreement;

·                  all consents, authorizations, order and approvals with any governmental entity required will have been obtained; and

·                  no action will be pending or threatened by or before any court in which an unfavorable judgment would prevent any of the transactions contemplated by the Merger Agreement or cause any such transaction to be declared unlawful or rescinded or that would reasonably cause a company material adverse effect.

Conditions to Buyer’s and the Merger Sub’s Obligations.  The obligations of Buyer and the Merger Sub to consummate the merger are subject to the satisfaction or, to the extent permitted by law, waiver of further conditions, including:

·                  we must have performed in all material respects all obligations required to be performed by us under the Merger Agreement at or prior to the closing date of the merger;

·                  our representations and warranties, except those related to authorization, validity and effect of agreements and our capitalization, must be true and correct as of the date of the Merger Agreement and as of the

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closing date of the merger (provided that, for this purpose, our representations and warranties will be deemed not qualified by any references therein to materiality), except to the extent that such representation or warranty relates to an earlier time (in which case as of such earlier time), provided that this condition will be deemed satisfied even if not true and correct unless the failure would have or would reasonably be likely to have a company material adverse effect;

·                  our representations and warranties relating to authorization, validity and effect of agreements and capitalization must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date of the merger;

·                  we will not be in default of any obligation under any material contract, unless such default would not reasonably be expected to have a company material adverse effect;

·                  Buyer must have received a certificate as to our incorporation and good standing and the good standing of Corgenix, Inc.;

·                  there will have been no change in our financial condition or results of operations from that reflected in the balance sheet so as to result, or be reasonably likely to result, in a company material adverse effect;

·                  Buyer must have received certain consents and agreements from third parties and release of certain liens;

·                  no action will be pending where an unfavorable injunction, judgment, order or ruling would prevent consummation of the merger or transactions contemplated by the Merger Agreement;

·                  dissenting shares will not constitute more than 10% of the shares issued and outstanding; and

·                  Buyer must have received a certificate signed by one of our senior executive officers as to the satisfaction of the conditions in the first, second, third and sixth bullets above.

Conditions to Our Obligations.  Our obligation to consummate the merger is subject to the satisfaction or waiver of further conditions, including:

·                  Buyer and Merger Sub must have performed in all material respects all obligations required to be performed by us under the Merger Agreement at or prior to the closing date of the merger;

·                  the representations and warranties of Buyer and Merger Sub, except those related to authorization, validity and effect of agreements, must be true and correct as of the date of the Merger Agreement and as of the closing date of the merger (provided that, for this purpose, our representations and warranties will be deemed not qualified by any references therein to materiality), except to the extent that such representation or warranty relates to an earlier time (in which case as of such earlier time), provided that this condition will be deemed satisfied even if not true and correct unless the failure would have or would reasonably be likely to have a Buyer material adverse effect;

·                  the representations and warranties of Buyer and Merger Sub relating to authorization, validity and effect of agreements must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date of the merger;

·                  we will have received a certificate from the Secretary of State of Delaware with respect to the incorporation and good standing of Buyer and certificate from the Secretary of State of Nevada with respect to the incorporation and good standing of Merger Sub;

·                  we will have received all consents and approvals from third parties required in connection with the Merger Agreement and consummation of the transactions contemplated by it;

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·                  we will have received certificates signed by the President or Vice President and Secretary of each of Buyer and Merger Sub, attaching a copy of the resolutions of the board of directors of each approving the Merger Agreement and the consummation of the transactions; and

·                  we must have received a certificate signed by one of Buyer’s and Merger Sub’s senior executive officers as to the satisfaction of the conditions in the first, second and third bullets above.

Termination of the Merger Agreement

We, Buyer and the Merger Sub may terminate the Merger Agreement by mutual written consent at any time before the effective time of the merger.  In addition, either Buyer or we may terminate the Merger Agreement, subject to certain conditions, at any time before the consummation of the merger if:

·                  the merger has not been consummated on or prior to December 31, 2014, provided that the right to terminate the Merger Agreement is not available to any party whose breach of any representation, warranty, covenant or agreement under the Merger Agreement has been the cause of, or resulted in, the failure of the merger to be consummated by December 31, 2014, which we refer to as the end date;

·                  any law or order enacted, issued, granted or promulgated by any governmental authority of competent jurisdiction in the United States that has the effect of making the merger illegal or that has the effect of prohibiting or otherwise preventing the consummation of the merger shall be in effect and, in the case of an order, shall have become final and non-appealable, provided that the right to terminate the Merger Agreement is not available to any party whose breach of any representation, warranty, covenant or agreement under the Merger Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of such law or order; or

·                  upon a vote at a duly held meeting of our shareholders the adoption of the Merger Agreement fails to obtain approval by the holders of a majority of the outstanding shares of our Common Stock.

Buyer may also terminate the Merger Agreement at any time prior to the effective time of the merger if:

·                  our board of directors has effected and not withdrawn a change in recommendation;

·                  we have breached or failed to perform any of our representations, warranties, covenants or other agreements contained in the Merger Agreement, in any case such that the breach, failure to perform or inaccuracy would give rise to a failure of a closing condition of Buyer and is incapable of being cured by the end date, provided that Buyer must give us 30 days written notice prior to terminating the Merger Agreement; or

·                  if prior to the receipt of approval from our shareholders at the special meeting, we enter into an acquisition agreement in respect of a superior proposal pursuant to the terms of the Merger Agreement.

We may also terminate the Merger Agreement if:

·                  at any time before the receipt of the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock to adopt the Merger Agreement, (i) our board of directors has received a superior proposal, (ii) we have complied with our obligations under the non-solicitation provisions of the Merger Agreement, and (iii) our board of directors concurrently approves, and we enter into, an alternative acquisition agreement with respect to the superior proposal; or

·                  at any time prior to the effective time of the merger, Buyer or Merger Sub has breached or failed to perform any of their respective representations, warranties, covenants or other agreements contained in the Merger Agreement, in any case such that the breach, failure to perform or inaccuracy would give rise to a failure of our closing conditions and is incapable of being cured by the end date, provided that we must give us 30 days written notice to Buyer prior to terminating the Merger Agreement.

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Subject to certain exceptions, if the Merger Agreement is terminated, it will become null and void, without liability of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to each other party thereto, except as specifically set forth in the Merger Agreement.  No such termination will relieve or release any party from any liabilities or damages arising out of its willful and intentional breach of the Merger Agreement.

Termination Fees

We have agreed to pay Buyer a termination fee of $324,000 plus out of pocket expenses up to $400,000, which we refer to as the termination fee, if:

·                  Buyer or we terminate the Merger Agreement based on a superior proposal termination;

·                  Buyer terminates the agreement for our breach of the Merger Agreement; or

·                  Buyer terminates the Merger Agreement on the basis that our board of directors has effected a change in recommendation.

Buyer has agreed to pay us a termination fee of $648,000 plus out of pocket expenses up to $400,000, which we refer to as the reverse termination fee, if we terminate the Merger Agreement for a breach of the Merger Agreement by the Buyer or Merger Sub.

Expenses

Except as described above under “—Termination Fees,” we, Buyer and Merger Sub are required to pay our own expenses in connection with the Merger Agreement and consummation of the transactions contemplated thereby, whether or not the merger is consummated.

Remedies

We, Buyer and the Merger Sub are entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement to enforce specifically the terms and provisions of the Merger Agreement.  The election to pursue an injunction, specific performance or other equitable relief will not restrict, impair or otherwise limit the parties from seeking to terminate the Merger agreement and Collect the termination fee or expenses described above under “— Termination Fees” and “— Expenses”.

Governing Law/Jurisdiction

The Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, except that the NRS shall govern (a) our internal affairs, including the fiduciary duties of our board of directors, (b) the merger and (c) all other provision, or transactions contemplated by the Merger Agreement to which the NRS mandatorily applies, without regard to its principles of conflict of laws.  All actions will be heard and determined exclusively in a state or federal court sitting in the state of Delaware.

Voting Agreement

Simultaneously with the execution of the Merger Agreement, Buyer entered into a voting agreement with Stephen P. Gouze, Robert Tutag, Douglass Simpson, William H. Critchfield and Ann L. Steinbarger, who are all of our executive officers and directors who are also shareholders.  Together, such executive officers and directors represent an aggregate of approximately 5.5% of the outstanding shares of our Common Stock.  Under the terms of the voting agreement, such executive officers and directors each agreed to vote, and irrevocably appointed Buyer as its proxy to vote, all of their shares (a) in favor of the approval of the Merger and adoption of the Merger Agreement; (b) against any other acquisition proposal or proposal or transaction that would reasonably be expected to prevent or delay the consummation of the merger or the Merger Agreement; (c) against any proposal that would

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reasonably be expected to result in a breach of the Merger Agreement by us; (d) in favor of any adjournment or postponement of the special meeting where approval of the shareholders is sought, as requested by Buyer; and (e) in favor of any other matter necessary to approve the Merger Agreement or otherwise requested by Buyer in order to consummate the Merger.  Under the terms of the voting agreements, each such party agreed not to exercise any dissenter’s rights in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement.  The voting agreement terminates on the earlier of (a) the effective date of the Merger, (b) the termination of the Merger Agreement and (c) the date our board of directors effects a change in board recommendation pursuant to the Merger Agreement.

DISSENTER’S RIGHTS

Under NRS 92A.300 to 92A.500, holders of our Common Stock are entitled to assert dissenter’s rights under Nevada Revised Statutes 92A.300 to 92A.500.  By exercising dissenter’s rights, shareholders can “demand payment” for their shares at a price equal to its fair value immediately before the corporate action.  If we and the shareholder cannot agree on a fair value, we must then commence an appraisal process in state court to determine the fair value.

Nevada Revised Statutes 92A.300 through 92A.500 describe the appraisal process and the procedure shareholders must follow to exercise their right to dissent and demand payment.  The full text of NRS 92A.300 to 92A.500 is attached to this proxy statement as Annex D.  All references in NRS 92A.300 to 92A.500 to a “stockholder” or “dissenter” and in this summary to a “shareholder” are to the record holders of the shares of our Common Stock.  The following discussion is a summary of the law pertaining to dissenter’s rights under the NRS:

1)             When a corporate action subject to dissenter’s rights is submitted to a vote at shareholders’ meeting, the corporation must provide notice of dissenter’s rights in the proxy materials, along with a copy of the statute describing these rights (NRS 92A.300 through 92A.500).  A corporation only needs to notify shareholders of record who are entitled to dissenter’s rights, not all beneficial owners.

2)             If the corporate action is submitted to a vote at a shareholders’ meeting, any shareholders wishing to dissent must first deliver written notice, before the vote is taken, of their intent to demand payment for their shares if the proposed action is carried out.  Second, these shareholders must not vote any of their shares in favor of the proposed action.

3)             If the corporation receives requisite shareholder approval for the proposed action, it must then deliver a written dissenter’s notice to all shareholders of record who are entitled to assert their dissenter’s rights within 10 days of the effective date of the corporate action.  The dissenter’s notice must:

·                  State where the demand for payment must be sent and where and when share certificates, if any, must be deposited;

·                  Inform the holders of shares not represented by certificates the extent to which the transfer of the shares will be restricted after the corporation receives the demand for payment;

·                  Supply a form for demanding payment that includes the date of the first announcement to the news media or to the shareholders of the terms of the proposed action and requires that the person asserting dissenters’ rights certify whether or not they acquired beneficial ownership of the shares before that date;

·                  Set a date by which the corporation must receive the demand for payment, which must be no earlier than 30 days nor later than 60 days after the date the notice is delivered;