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
Date
of Report (Date of earliest event reported) July 20, 2010
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NURX
PHARMACEUTICALS, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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0-26694
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87-0681500
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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18
Technology, Suite 130, Irvine CA
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (949)
336-7111
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N/A
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02. Termination of a Material Definitive
Agreement.
On January 29, 2010, NuRx
Pharmaceuticals, Inc. (the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with QuantRx Biomedical Corporation, a Nevada
corporation (“QuantRx”), and NP Acquisition Corporation, a Nevada corporation
and a wholly-owned subsidiary of QuantRx (“Merger Sub”), pursuant to which
Merger Sub was to be merged with and into the Company, with the Company
continuing as the surviving corporation and a wholly-owned subsidiary of
QuantRx. On July 20, 2010, QuantRx terminated the Merger Agreement
pursuant to Section 7.02(b) thereof, which provided that either party could
terminate the Merger Agreement if the merger had not been consummated on or
prior to June 30, 2010.
The material terms and conditions of
the Merger Agreement were previously disclosed in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 29,
2010, and those descriptions are incorporated herein by this
reference.
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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NURX
PHARAMCEUTICALS, INC.
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July
22, 2010
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By:
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/s/ Steven
Gershick
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Steven
Gershick
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Chief
Financial Officer
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