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
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Date
of Report (Date of earliest event reported):
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December
21, 2009
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INVERSO
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other
jurisdiction
of incorporation)
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000-50898
(Commission
File
Number)
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34-1996527
(I.R.S.
Employer
Identification
No.)
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(Address
of principal executive offices) (zip code)
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(Registrant’s
telephone number, including area code)
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1362
Springfield Church Road
Jackson Center,
PA 16133
(Former
name or former address, if changed since last
report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02 Termination of a
Material Definitive Agreement
On December 18, 2009, the License
Agreements with Altman
Enterprises, LLC and Marv Enterprises, LLC were mutually terminated as the
licensors never received or had ownership of the preferred shares were were
obligated to issue to them. One License Agreement was entered into
with Altman Enterprises, LLC, wherein we obtained the exclusive right to use two
U.S. provisional patents for technologies used in the treatment of auto-immune
diseases, and the other License Agreement was entered into with Marv
Enterprises, LLC, wherein we obtained the exclusive right to use two U.S.
provisional patents for technologies used for treatment of blood borne
carcinomas and sequential extracorporeal treatment of blood.
Each of Altman and Marv agreed to
relinquish their rights to 1,234,074 and 617,037 shares, respectively, of our
Series A Convertible Preferred Stock, which they had not yet
received.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective on December 21, 2009, (i)
William A. Hartman resigned as our President, Chief Executive Officer, and as a
Director, (ii) Bonnie L. Hartman resigned as our Treasurer and as a Director,
and (iii) Heidi H. Carl resigned as our Director of Marketing and Planning and
as a Director. None of the individuals will remain with the company
in any capacity. No replacements have been chosen at this
time.
William A. Hartman agreed to
relinquish his rights to 1,851,111 shares of our Series A Convertible
Preferred Stock, which he never received.
Item
5.01 Change in Control of
Registrant
As a result of the relinquishment of
rights to a total of 3,702,222 shares of our Series A Convertible Preferred
Stock, as described above, which constitutes all of the Series A Convertible
Preferred Stock that was previously considered to be issued and outstanding, and
which shares held super-voting rights of 100 votes per share, voting control of
the company now rests with the holders of our common stock. There are
a total of 49,232,890 shares of our common stock outstanding and held by 15
shareholders.
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The
following table sets forth, as of December 22, 2009, certain information with
respect to the Company’s equity securities owned of record or beneficially by
each person who owns beneficially more than 5% of each class of the Company’s
outstanding equity securities.
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Name
and Address (1)
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Common
Stock Ownership
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Percentage
of Common Stock Ownership (2)
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Nutmeg
Mercury Fund, LLLP (3)
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19,964,033
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40.55%
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Nutmeg
Fortuna Fund, LLLP (3)
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13,005,061
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26.42%
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Nutmeg
Patriot Fund, LLLP (3)
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6,635,912
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13.48%
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Nutmeg
Group, LLC (3)
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4,260,405
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8.65%
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Total
Shares Outstanding
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49,232,890
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(1)
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The
address of record for each of the shareholders identified in the table is
c/o Barnes & Thornburg LLP, 1 North Wacker Drive, Suite 4400, Chicago,
IL 60606.
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(2)
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Based
on 49,232,890 shares of common stock issued and
outstanding. Shares of common stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other
person.
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(3)
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Randall
S. Goulding previously exercised voting and/or dispositive power over the
securities held by the Nutmeg Fortuna Fund, LLLP (13,005,061 shares),
Nutmeg Group, LLC (4,260,405 shares), Nutmeg Patriot Fund, LLLP (6,635,912
shares), and the Nutmeg Mercury Fund, LLLP (19,964,033
shares). However, pursuant to an action brought by the
Securities and Exchange Commission against Mr. Goulding and the
above-named funds, voting and dispositive power has been placed in the
hands of a court-appointed receiver, Leslie Weiss, c/o Barnes &
Thornburg LLP, 1 North Wacker Drive, Suite 4400, Chicago,
IL 60606.
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2
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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Dated: December
21, 2009
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INverso
Corp.,
a Delaware
corporation
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/s/ William A. Hartman | ||
| By: |
William
A. Hartman
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| Its: |
Outgoing
President
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