Attached files
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
May 3,
2010
(Date of
Earliest Event Reported)
Shrink Nanotechnologies,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or other jurisdiction of incorporation)
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333-138083
(Commission
File Number)
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20-2197964
(I.R.S.
Employer
Identification
No.)
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2038
Corte Del Nogal, Suite 110
Carlsbad,
CA 92011
(Address
of principal executive offices)
760-804-8844
(Registrant's
telephone number, including area code)
(Former
name and former address, if changed since last report)
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 (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))
Item
1.01 Entry
Into Material Definitive Agreement.
Sponsored
Research Agreement With California Regents
As of May
3, 2010, Shrink Nanotechnologies, Inc. (the “Company”) entered into a
Sponsored Research Agreement (the “SRA Agreement”) with The
Regents of the University of California (the “California Regents”), on
behalf of Irvine campus (“UCI”). The SRA Agreement is
for a term of three years or such time as the research is completed, whichever
is longer. The SRA Agreement may be terminated by the Company subject to
satisfying appropriate notice requirements required under the
agreement.
The SRA Agreement provides, among other
things, that the Company will sponsor specified research relating to development
of (i) integrated, manufacturable, nonstructured substrates for biosensing and
testing of new bioassays as well as assessing viability of other shrinkable
materials, and (ii) stem cell tools that use shrinkable plastic microfluidic
technologies, each as more fully provided in the SRA Agreement. The
SRA Agreement provides that the Company shall sponsor the research costs up to a
budget of $632,051, of which $20,000 has been paid to the California
Regents.
Rights to License Intellectual Property
Discovered
While
inventions stemming from research performed under the SRA Agreement (“Additional IP”) shall belong
to the California Regents and are subject to disposition in accordance with the
California Regents’ and UCI’s IP policies, they are required to provide notice
of inventions to the Company, which in turn, may acquire a license to
commercialize the Additional IP. In order to exercise its rights, the
Company must not be in default of any payment or funding obligation under the
SRA Agreement and, must notify the California Regents of its intent to license
the Additional IP within nine (9) months of receipt of notice from the
California Regents of the invention. In addition, among other
conditions and limitations, the Company would be required to pay for patent
application and filing costs relating to the Additional IP and, to prosecute its
rights as against third parties.
Additional
IP that is subject to the license rights of the Company under the SRA Agreement
includes both research performed under the specified work order of the SRA
Agreement, as well as discoveries developed between July 2009 and May 3, 2010 by
Dr. Michelle Khine that name Dr. Khine as primary inventor, and which are not
under pre-existing obligations to third parties.
The Company is also required to
indemnify the California Regents and certain affiliates from losses and claims
stemming from the Agreement.
License Terms
The SRA Agreement provides that in the
event that the Company desires to license Additional IP, if any is discovered,
such license must be pursuant to license terms annexed to the SRA Agreement (the
“SRA
License”). The SRA License, is substantially similar to
the previously disclosed license rights we have with the California Regents,
except that the Company is not required to pay an initial license issue fee, or
initial legal fee reimbursement of $35,000, and the terms of the annual license
fee has changed to a fee of $5,000 for rights to each Additional IP license
acquired by the company, with an overall license maintenance fee of $10,000 per
annum commencing the fourth year after entry into the license (the “License Date”). In
addition, the Company is required to a fee of 30% of certain income generated
from third party sublicenses of the Additional IP that are covered under the SRA
License to the Company, as well as royalty payments of: 2.5% of net sales where
the first sale occurs within three years after the License Date; 4% of net sales
where the first sale occurs between three and six years after the License Date;
and 5% of net sales where the first sale occurs beyond six years after the
License Date. In each case, the minimum earned royalty payment paid
shall be $15,000 commencing the year of the first commercial sale of the
Additional IP licensed, subject to increase, if and as the Company expands the
SRA License to include additional patents from time to time. A copy
of the SRA License is included as an annex to the SRA Agreement, filed as an
exhibit to this report, and is incorporated by reference herein.
As with other our other intellectual
property licenses, even after the Company’s exercise of its exclusive patent
rights with respect to any patent comprising the Additional IP, the California
Regents reserves the right to utilize such intellectual property in connection
for educational and research purposes, including research conducted for other
sponsors.
Sponsorship Costs
The Company’s research sponsorship
obligations require it to provide funding (which may be from the Company or
other third parties) totaling $632,051 during the three year term of the SRA
Agreement. Of this amount $202,796 shall be paid during the 12 month
period ended April 30, 2011; $211,311 shall be paid during the 12 month period
ended April 30, 2012; and the remaining $217,944 shall be paid during the 12
month period ended April 30, 2013. The foregoing payments are to be
paid in quarterly installments of ¼ of the total cash fees payable during such
12 month period.
No assurance can be made that the
Company will attain the funding necessary to fulfill its funding obligations
under the SRA Agreement or, that the research performed will necessarily produce
commercially viable new inventions. In addition, in addition to other
risks and uncertainties discussed by the Company in its reports, no assurance
can be made that the Company will be able to fund the patent application of new
inventions, if any, or that it will be able to prosecute its patent
rights.
The foregoing is a summary only of the
SRA Agreement (which includes the form of SRA License annexed thereto), which is
filed as an exhibit to this Report, the provisions of which are incorporated by
reference herein.
Matching
Funds From DARPA Co-Funding Agreement
The Company has become party to a
Consortium Agreement (the “DARPA Co-Funding Agreement”)
among Academic Partners and Sponsors of the Micro/Nano Fluidics Fundamentals
Focus MF3 Center (the “MF3”) (http://www.inrf.uci.edu/mf3/industryPartnerships.htm),
which is headquartered at the UCI, which agreement provides for funding from the
Defense Advanced Research Projects Agency (“DARPA”). The DARPA
Co-Funding Agreement becomes effective as of June 1, 2010. The terms
of the DARPA Co-Funding Agreement provides, among other things, that DARPA will
match the Company, dollar for dollar for funding commitments made by the Company
through a sponsored research agreement that is otherwise eligible for DARPA
marching funds. i.e. 50% of funds invested in qualifying research
will be paid for by DARPA subject to the DARPA Co-Funding
Agreement.
No assurance can be made that the
Company will make or secure additional financing for research projects that
qualify for DARPA funds matching, or that it will be able to maintain
eligibility for the same.
The foregoing is a summary only of the
DARPA Co-Funding Agreement, which is also subject to risks and uncertainties, a
copy of which is filed as an exhibit to this Report, the provisions of which are
incorporated by reference herein.
Item 7.01. Regulation
FD Disclosure.
Press
Releases
On Monday, May 3, 2010, the Company
issued a press release relating to the acquisition and use of its PowerSkin™
trademark from the bankruptcy estate of Millennium Cell, Inc. (see “Item 8.01 Other Events.”
below). A copy of this press release is furnished as an exhibit to
this Report.
On Tuesday May 4, 2010, the Company
issued a press release relating to its becoming a member of the MF3 Center and
eligibility for matching funds pursuant to the DARPA Co-Funding Agreement as
described in “Item 1.01 Entry Into Material Definitive Agreements.”
above. A copy of this press release is furnished as an exhibit to
this Report.
On Tuesday May 4, 2010 the Company
issued a press release relating to the results of a study relating to the
Company’s NanoShrink™ technologies and materials, conducted by the UCI’s
Department of Biomedical Engineering, and published in an online article on the
“Lab on a Chip,” a Royal
Society of Chemistry Journal. A copy of this press release is
furnished as an exhibit to this Report.
Finally, on Thursday, May 6, 2010, the
Company issued a press release relating to its sponsorship of research at the
UCI, and entry into the related SRA Agreement (see “Item 1.01 Entry Into
Material Definitive Agreements.” above).
The
Company is aware, among other risks, that statements made in its press releases
or within this Report may contain projections and milestones and are subject to
a degree of uncertainty as described in the Forward Looking Statements section
of its annual and quarterly reports and as contained in such press releases, as
well as risks enumerated in the Company’s “Risk Factors” and elsewhere, as
provided in its reports as filed with the SEC from time to
time. Accordingly, no assurance can be made that the Company will
achieve any of these goals or milestones.
Item
8.01 Other Events.
Acquisition
and Use of PowerSkin™ Trademark
On or about May 3, 2010, the Company
began utilizing its recently acquired PowerSkin™ mark (S/N 78402137) in
technical and marketing materials. The Company, through license to
its Shrink Solar LLC subsidiary, intends on marketing its proprietary Quantum
Dot Solar Concentrator technologies through the PowerSkin™ mark.
The
Company only recently acquired the PowerSkin™ trademark in a winning bid for
nominal value to the Chapter 7 Bankruptcy Trustee for the District of Delaware,
acting for the bankruptcy estate of Millennium Cell, Inc. (Case # 09-11139CSS
bk-06727-CPM) (MCEL.OB).
Item
9.01 Financial Statements and Exhibits
The following shall be deemed filed or
furnished with this Report.
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10.1
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Sponsored
Research Agreement between Shrink Nanotechnologies, Inc. (the “Company”) and The
Regents of the University of California on behalf of Irvine campus, dated
as of May 3, 2010 (the “SRA
Agreement”).
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10.2
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Consortium
Agreement among Academic Partners and Sponsors of the Micro/Nano Fluidics
Fundamentals Focus MF3 Center, effective as of June 1,
2010.
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99.1
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Press
release dated as of May 3, 2010, relating to acquisition of PowerSkin™
trademark. (Deemed Furnished)
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99.2
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Press
release dated as of May 4, 2010, relating to eligibility for matching
funding from Defense Advanced Research Projects Agency. (Deemed
Furnished)
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99.3
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Press
release dated as of May 4, 2010, relating to publication of research
relating to the Company’s NanoShrink™ technologies in the Royal Society of
Chemistry Journal. (Deemed
Furnished)
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99.4
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Press
release dated as of May 6, 2010, relating to the Company’s sponsorship of
research at the UCI, and entry into the related SRA Agreement. (Deemed
Furnished)
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
SHRINK NANOTECHNOLOGIES,
INC.
Date: May
7, 2010
By: /s/ Mark L. Baum,
Esq
Name: Mark
L. Baum, Esq
Title: Chief
Executive Officer