ITASCA, IL – M-Wave announced today an asset purchase agreement with its management team under which the company will transfer substantially all of its operating assets and certain liabilities in exchange for $500,000.

M-Wave chairman and CEO Joe Turek and divisional president Robert Duke will acquire the operating assets of M-Wave Inc. for $500,000 plus a short-term loan.

M-Wave International LLC, the company formed by the two execs, will also assume all operating liabilities, and will extend a $500,000 operating term loan with an effective interest rate of 12% due Dec. 31, 2008. Upon closing, any obligations under the loan shall be extinguished, the company said in a press release. The closing conditional upon obtaining shareholder approval.

In a press release, the company said its board consulted with “an engaged third-party investment banker that deemed the transaction fair from a financial point of view.”

Once a growing and profitable PCB maker, M-Wave has had several years of poor returns, leading the company to sell its production plant and concentrate on third-party board distribution. In March, the company was notified by Nasdaq of a possible delisting due to the company's failure to maintain a $1 average daily share price, and its stock is currently trading at 45 cents, giving it a market capitalization of about $761,000.