Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - AMMO, INC. | ex10x1.htm |
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 22,
2010
|
||
|
RETROSPETTIVA,
INC.
|
||
|
(Exact
name of registrant as specified in its charter)
|
|
California
|
333-29295
|
95-4298051
|
||
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
||
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
||
|
1251
Point View Street
Los
Angeles, CA 90035
|
||||
|
(Address
of principal executive offices) (Zip Code)
|
||||
|
(213)
623-9216
Registrant’s
telephone number, including area
code:
|
||||
|
N/A
|
||
|
(Former
name or 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 a Material Definitive Agreement
On July
22, 2010, the Registrant entered into an Agreement and Plan of Merger by and
among NewGen BioPharma Corporation (“NewGen”), Retrospettiva, Inc. (“Retro”) And
Retrospettiva Acquisitions, Inc. (“RAI”). Under the terms of the
Agreement, NewGen will merge with and into RAI, which is a wholly-owned
subsidiary of Retro. Following the merger, the completion of which is
subject to a number of contractual closing conditions, NewGen will be a
wholly-owned subsidiary of Retro.
NewGen is
a start-up, early stage biopharmaceutical company that plans to develop and
market therapeutic products that will generally be reformulations of existing
active pharmaceutical ingredients. NewGen has no significant assets
or liabilities at this time and currently is negotiating with a third party to
acquire the technology platform that will form the foundation of its proposed
business operations. There is no assurance that NewGen will be able
to complete the acquisition of these technology assets.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers, Compensatory Arrangements of Certain
Officers
On July
22, 2010, the Registrant elected two additional directors to its Board of
Directors:
(1) Jovan
Keeman has been employed for over five years by New World Apparel, Inc., a
privately-held apparel manufacturer. He is the brother-in-law of Boro
Vukadinovic, our Chief Executive Officer and a director;
(2) Gary
A. Agron has been engaged in the private practice of law in Denver, Colorado
since 1969. He earned a JD degree from the University of Colorado
School of Law.
Item
9.01 Exhibits
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
Dated: July
27, 2010
|
RETROSPETTIVA,
INC.
|
|
By: /s/ Boro
Vukadinovic
Boro Vukadinovic
Chief Executive
Officer
|