Current Report Filing (8-k)
September 27 2016 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION WASHINGTON,
D.C.
20549
FORM
8-K
Pursuant
to
Section
13
or
15
(
d)
of
The
Securities
Exchange
Act
of
1934
Date
of
report
(Date
of
earliest
event
reported):
September
8.
2016
Ember
Therapeutics,
Inc.
(Exact
name
of
registrant
as
specified
in
its
charter)
Delaware
|
033-13474-NY
|
01-3341552
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
135
East 57th Street, 24th Floor
New
York, NY
|
10022
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(646) 406-6243
___________________________________________________
(Former
name or former address, if changed since last report)
|
Check
the
appropriate
box
below
if
the
Form
8-K
filing
is
i
n
t
ended
to
simultaneously
satisfy
the
filing
obligation of
the registrant under any
of
the
following
provisions (see
General Instruction
A.2. below):
[
]
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))
SECTION
1-
REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry Into A Material Definitive Agreement
On
September
8,
2016,
we
entered
into
an
Asset
Purchase
Agreement
(the
"Agreement")
with
Midwood Distributors,
Inc.,
a
New
York
corporation
(
"Midwood
Distributors").
Under
the
Agreement,
we acquired all assets
related
to
Dermasilk
Brands, a line
of anti-aging
skin
care products.
Under
the
Agreement,
we
have
acquired
all
material
assets
currently
owned
by
Dermasilk,
including
all inventory,
raw
materials,
work
in
process,
packaging,
the
toll
free
number, hardware
and software
used for ordering
and
customer
support, all
intellectual
property, websites,
domain
names,
accounts
receivable
and vendor
credits, contracts,
and
all
marketing
and
promotional
information
and
materials.
The
purchase
price
for
the
Dermasilk
assets
consisted
of
common
stock
and
warrants,
paid
as
follows:
• 2,105,263
shares
of
common stock
at
purchase
price
of$0.95.
In
addition,
we
agreed
to
assume
certain
liabilities
of
Dermasilk
arising
under
certain
contracts
assumed
as
part
of
the
asset purchase.
SECTION
9 –
Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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.
Dated:
September 26,
2016
By:
/s/ Joseph Hernandez
Joseph Hernandez
Executive Chairman
Ember Therapeutics (CE) (USOTC:EMBT)
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