Nextgen Bioscience Inc. - Current report filing (8-K)
February 06 2008 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.,
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
January 31, 2008
Date of Report (Date of
earliest event reported)
NEXTGEN BIOSCIENCE
INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-51935
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Not Applicable
|
(State or other jurisdiction of
|
|
|
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
4th Floor, 36 Spital Square, London, E1 6DY,
England
(Address of principal executive offices)
+44(0)+207+297+8186
(Registrants telephone
number, including area code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
FORWARD-LOOKING STATEMENTS
Much of the information included in this Current Report on Form
8-K (the Current Report) includes or is based upon estimates, projections or
other forward looking statements. Such forward looking statements include any
projections or estimates made by us and our management in connection with our
business operations. These statements relate to future events or our future
financial performance. In some cases you can identify forward-looking statements
by terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative of
those terms or other comparable terminology. While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any
estimates, predictions, projections, assumptions or other future performance
suggested herein. Such estimates, projections or other forward looking
statements involve various risks and uncertainties and other factors, including
the risks in the section titled Risk Factors below, that may cause our or our
Companys actual results, levels of activities, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
those statements to actual results.
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As used in this Current Report: (i) the terms the Company,
our company, we, us, our and NextGen refer to NextGen Bioscience Inc.,
(formerly InfraBlue (US) Inc.), a Nevada corporation, and its subsidiaries,
unless the context requires otherwise; and (ii) all dollar amounts refer to
United States dollars unless otherwise indicated.
Item 1.01 Material Definitive
Agreement
Oxon Asset Purchase Agreement
We entered into an intellectual property asset purchase
agreement dated January 31, 2008 (the 2008 Asset Purchase Agreement) with Oxon
Life Science Limited (Oxon) pursuant to which we agreed to purchase a third
patent application and associated intellectual property rights from Oxon in
consideration of the issuance to Oxon of 22,000,000 shares of our common stock.
The following summary of the 2008 Asset Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the 2008 Asset
Purchase Agreement, a copy of which is attached as
Exhibit 10.1
to this
Current Report on Form 8-K.
The acquisition of the third patent application and associated
intellectual property rights was completed concurrent with the execution of the
2008 Asset Purchase Agreement on January 31, 2008, as disclosed in greater
detail in Item 2.01 of this Current Report on Form 8-K.
Subscription Agreement for Units
We entered into a subscription agreement with St. Moritz
Institute of Switzerland Limited (the Investor) pursuant to which the Investor
agreed to purchase 4,000,000 units at a price of $0.125 per unit. Lars
Christansen, who is a control person of Oxon, is also a control person of the
Investor. Each unit consists of one share of our common stock and one share
purchase warrant exercisable to acquire one additional share of our common stock
at a price of $0.25 per share expiring two years from the date of issuance. The
subscription agreement is dated January 31, 2008 and we anticipate receiving
funds from the Investor in the near future. As a result, we will issue, on
receipt of funds, 4,000,000 shares of our common stock and 4,000,000 share
purchase warrants to the Investor. The total proceeds from this offering will be
$500,000. We completed this offering pursuant to Rule 903(a) and (b)(3) of
Regulation S of the Act. A copy of the subscription agreement is attached as
Exhibit 10.2 to this Current Report on Form 8-K
We also borrowed $10,000 from the Investor on January 29, 2008,
which amount is repayable with interest at the rate of 10% per annum on May 29,
2008.
Karen Jervis Employment Agreement and Incentive
Agreement
On January 31, 2008, we entered into an executive employment
agreement (the Employment Agreement) with Dr. Karen Elizabeth Jervis with
respect to the appointment of Dr. Jervis as an executive officer of the Company.
The following summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on
Form 8-K.
Pursuant to the terms of the Employment Agreement, Dr. Jervis
will serve as our Chief Executive Officer effective February 1, 2008. Dr. Jervis
will perform such duties and responsibilities as set out in the Employment
Agreement and as our board of directors may from time to time reasonably
determine and assign as is customarily performed by persons in an executive
position. Dr. Jervis will report directly to our Chairman and be directly
responsible to our board of directors. Dr. Jervis has agreed to devote
sufficient time, attention and skills as may reasonably be required to the
affairs of the Company and to
- 2 -
use her best endeavours to promote the interests of the Company
at all times pursuant to the terms of the Employment Agreement. A more detailed
description of Dr. Jervis duties and responsibilities is as described in
Section 4 of the Employment Agreement. Dr. Jervis will generally work from her
home in Scotland.
In consideration for Dr. Jerviss services, we have agreed to
pay Dr. Jervis a monthly fee which shall be paid in equal monthly instalments in
arrears on or before the last working day of each calendar month in accordance
with the schedule as set out in section 8 of the Employment Agreement as
follows:
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£3,750 per month from the Commencement Date to 30th April
2008;
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£4,000 per month to 31st July 2008;
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£6,667 per month to 31st July 2009; and
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£8,333 per month to 31st July 2010.
In addition, we have agreed to reimburse Dr. Jervis for all reasonable
expenses and other expenses properly authorized by the Chairman incurred by
Dr. Jervis in proper performance of her duties to the Company.
The term of Dr. Jervis employment shall commence from February
1, 2008 (the Commencement Date) and will terminate on July 31, 2010
(the Termination Date). The Employment Agreement may be terminated
prior to the Termination Date by either party upon delivery of a three-month
notice in writing. A more detailed description of the termination of the Employment
Agreement is as described in Section 17 of the Employment Agreement.
Pursuant to the terms of the Employment Agreement, Dr. Jervis
has also entered into an Incentive Agreement with the Company on January 31,
2008. The following summary of the Incentive Agreement does not purport to be
complete and is qualified in its entirety by reference to the Incentive
Agreement, a copy of which is attached as
Exhibit 10.2
to this Current
Report on Form 8-K.
The key objectives of the role of Dr. Jervis are to focus on
the following areas;
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to keep expenses under control
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to run the day to day business of the Company.
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to raise new money.
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to seek and obtain grants.
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to seek and provide exit strategies for the Companys drug targets.
Pursuant to the terms of the Incentive Agreement and as an incentive
to Dr. Jervis for achieving the objectives of the role of Dr. Jervis as our
Chief Executive Officer more specifically described in the Incentive Agreement,
we have agreed to:
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issue up to a maximum of 3,000,000 shares of common stock
of the Company without additional payment, which shares will be issuable
on the basis of 1,000,000 shares for every $10,000,000 financing raised
by the Company (i.e. 1,000,000 shares to be issued on $10,000,000 being
reached, a further 1,000,000 shares to be issued on $20,000,000 being reached,
and a further 1,000,000 shares to be issued on $30,000,000 being reached);
- 3 -
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issue up to a maximum of 1,500,000 shares of common stock
of the Company without additional consideration, which shares will be issuable
on the basis of 500,000 shares on every $1,000,000 grant received by the
Company (i.e. 500,000 shares to be issued on $1,000,000 being reached, a
further 500,000 shares to be issued on $2,000,000 being reached, and a further
500,000 shares to be issued on $3,000,000 being reached);
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issue 1,500,000 shares of common stock of the Company without
any additional consideration for every successful exit (Exit)
from the receipt of sale proceeds or receipt of stage payments, royalties
or other payments in respect of each such Exit (Cash Compensation)
from third parties, in stages as set out in Section 3 of the Incentive Agreement
as follows:
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500,000 shares to be issued on $1,000,000 of Cash Compensation
for a particular Exit being reached;
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a further 500,000 shares to be issued on $6,000,000
of Cash Compensation for a particular Exit being reached; and
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a further 500,000 shares to be issued on $15,000,000
of Cash Compensation for a particular Exit being reached.
The shares issuable above shall apply
to a maximum of five Exits of targets by the Company.
We are obligated to issue the shares to be awarded to Dr.
Jervis under the Incentive Agreement on or about 31
st
July 2010.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of
Acquisition or Disposition of Assets.
Acquisition of the Oxon Assets on January 31, 2008
We completed the acquisition of a third patent application and
associated intellectual property rights from Oxon pursuant to the 2008 Asset
Purchase Agreement on January 31, 2008 concurrently with the execution the 2008
Asset Purchase Agreement. The third patent application relates to the
development of therapies for treatment of certain types of cancer. The patent
application and associated intellectual property rights were acquired in
consideration for the issuance by us to Oxon of 22,000,000 shares of our common
stock. As a result of the completion of this acquisition, Oxon holds 36,000,000
shares of our common stock, representing approximately 22.55% of our outstanding
shares.
The patent application is entitled Method for inducing breast
carcinoma stem cell death and was filed with the Danish patent office under
Patent Application No PA 2007 01846, patent application reference P2039EP00. The
patent application is an improved method for the purification of
undifferentiated stem cells from solid breast carcinomas that are normally
resistant to conventional therapies. Such stem cells are valuable for
identifying new tumour markers and novel therapeutic targets both for early
diagnosis and for targeted therapeutic strategies. Such therapeutic strategies
are based on cytokine neutralizing antibodies against interleukin-4 (IL-4) and
interleukin-10 (IL-10) and antibodies reactive with HMW-MAA which are found in
high levels in stem cells from solid breast carcinomas.
- 4 -
There is no assurance that we will be able to obtain a patent
in respect of the subject matter that forms the basis of the patent application.
Further, the intellectual property rights acquired are unproven and there is no
assurance that we will be able to establish that the improved method that is the
subject matter of the patent application will be an effective and safe method of
treating cancer.
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
We have completed the following issuances of securities without
registration under the Securities Act of 1933 (the Securities Act):
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We issued 22,000,000 shares of our common stock pursuant
to the 2008 Asset Purchase Agreement to Oxon in an offshore transaction
(as defined in Rule 902 under Regulation S under the Securities Act) in
reliance on Regulation S under the Securities Act, based upon representations
made by Oxon in the 2008 Asset Purchase Agreement. All shares issued are
“restricted securities” and have been endorsed with legends
confirming their status as “restricted securities”.
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We completed an offering of 2,508,292 shares of our common
stock (post-split) at a price of $0.0625 per share (post-split) to five
investors on December 19, 2007. The total proceeds from this offering were
$156,768. We completed this offering pursuant to Rule 903(a) and (b)(3)
of Regulation S of the Act. The sale of these securities was completed as
an “offshore transaction”, as defined in Rule 902(h) of Regulation
S, on the basis that: (i) the investor was outside of the United States
at the time the offer to purchase the units was made; and (ii) at the time
the subscription agreement for the securities was executed, the investor
was outside of the United States or we had a reasonable belief that the
investor was outside of the United States. We did not engage in any directed
selling efforts, as defined in Regulation S, in the United States. The investor
represented to us that the investor was not a U.S. person, as defined in
Regulation S, and was not acquiring the securities for the account or benefit
of a U.S. Person. The investor represented its intention to acquire the
securities for investment only and not with a view toward distribution.
Appropriate legends have been affixed to the stock certificates and the
warrant certificates issued to the investor in accordance with Regulation
S confirming that the securities cannot be resold or transferred other than
pursuant to Regulation S, registration under the Securities Act or an exemption
from the registration requirements of the Securities Act. None of the securities
were sold through an underwriter and accordingly, there were no underwriting
discounts or commissions involved. No registration rights were granted to
the investor.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Appointment of
Officers and Compensatory Arrangements of Certain Officers.
We have entered into an executive employment agreement (the
Employment Agreement) with Dr. Karen Elizabeth Jervis , as described above in
Item 1.01 of this Current Report on Form 8-K, whereby Dr. Jervis will serve as
the Chief Executive Officer of the Company. Pursuant to the appointment of Dr.
Jervis as our Chief Executive Officer, we have also entered into an incentive
agreement (the Incentive Agreement) with Dr. Jervis. The terms of the
Employment Agreement and the Incentive Agreement are as summarized in Item 1.01
of this Current Report on Form 8-K.
Prior to the appointment of Dr. Jervis as our Chief Executive
Officer, we had entered into a consulting agreement (the Consulting Agreement)
with Dr. Jervis pursuant to which Dr. Jervis had agreed to provide certain
consulting services to us in the area of scientific advice in connection with
the business of
- 5 -
the evaluation, acquisition and development of patents in the
field of health care drug treatments offered by us and our associated companies
for a period of one year effective from January 1, 2008. In consideration for
her services under the Consulting Agreement, Dr. Jervis will receive 100,000
shares of our common stock. This event was reported in our annual report on Form
10-KSB filed with the Commission on January 24, 2008 and a copy of the
Consulting Agreement filed therein as Exhibit 10.12 and incorporated as
reference to this Current Report on Form 8-K.
The appointment of Dr. Jervis as our Chief Executive Officer
was approved by written consent resolutions of the board of directors of the
Company on January 31, 2008. Concurrent with this appointment, Konstantinos
Kardiasmenos assumed the office of Head of Business Development. Following the
appointment of Dr. Jervis, the Companys current officers are as follows:
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Name
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Title
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Officer
Since
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1.
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Dr. Karen Elizabeth Jervis
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Chief Executive Officer
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February 1, 2008
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2.
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Konstantinos Kardiasmenos
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President, Director, Chief Financial Officer,
Secretary and Treasurer; Head of Business Development
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November 12, 2007
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3.
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David Cooper
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Chairman of the Board
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November 12, 2007
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4.
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Graham May
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Chief Operating Officer
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January 9, 2008
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Dr. Jervis, who most recently served on the Companys
Scientific Advisory Board, will direct, in her new role as Chief Executive
Officer, the Companys growth in its business of identifying, evaluating, and
acquiring potential blockbuster cancer drugs, and then marketing them to big
pharmaceutical companies. Dr. Jervis previously has served as Head of Business
Development for the Viragen Group, where she directed the development of that
companys early pre-clinical product portfolio, and established strategic
external collaborations with academic, industrial and public sector
organisations. Karen Jervis has substantial experience in business development
and technology licensing in the field of biotechnology. She worked for Viragen
(Scotland) from 1997-2007, holding positions such as Projects Manager, Director
of Product Development, Head of Business Development (Europe) and ultimately
Vice President and Managing Director of the company. Dr. Jervis obtained her
Ph.D. in Protein Biochemistry from the University of Glasgow, her MBA from the
University of Edinburgh, and her B.Sc. (Honours) from Napier University.
SECTION 8 OTHER EVENTS
Item 8.01 Other Events
We borrowed $20,000 from a shareholder on January 29, 2008, which
amount is repayable with interest at the rate of 10% per annum on May 29,
2008.
- 6 -
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements
and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro Forma Consolidated Financial Statements.
None.
(c) Exhibits.
Copies of the following documents are included as exhibits to
this Current Report.
(1) Filed as an exhibit to this current report on Form 8-K.
__________
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NEXTGEN BIOSCIENCE INC.
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Date: February 6, 2008
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/s/ Graham May
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Graham May
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Chief Operating Officer
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