Attached files
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EX-99.1 - BIOFIELD CORP \DE\ | v196276_ex99-1.htm |
EX-99.2 - BIOFIELD CORP \DE\ | v196276_ex99-2.htm |
EX-99.3 - BIOFIELD CORP \DE\ | v196276_ex99-3.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 14, 2010
BIOFIELD
CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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000-27848
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13-3703450
|
||
(State
or other jurisdiction
of
incorporation)
|
Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
175
Strafford Avenue, Wayne, PA 19087
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (215) 972-1717
Copies
to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite #206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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):
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
8.01 Other
Events.
On July
14, 2010, Biofield Corporation, a corporation organized under the laws of the
State of Delaware (the “Company”) acquired 510 shares, representing a 51% equity
interest, of Sky Unicorn Holdings Limited (“Sky”) from the David Bruce Hong, the
Company’s Chief Executive Officer, in consideration for $510. In
addition, James MacKay, Chairman of the Company, acquired 480 shares,
representing a 48% equity interest in Sky from Mr. Hong. Mr. Hong
retained a 1% equity interest or 10 shares of Sky.
On August
31, 2010, Sky and The Mackay Group (“Mackay”) entered into an Assignment of
Master License Agreement pursuant to which Mackay assigned its interest in the
Master License Agreement dated July 2007 by and between the Company and Mackay
to Sky.
Effective
August 16, 2010, Sky entered into an Exclusive Distribution Agreement (the
“August 16 Agreement”) with InfraScan, Inc., a corporation organized under the
laws of the State of Delaware (“InfraScan”). As per the specific
terms of the August 16 Agreement, Sky was appointed Exclusive Distributor for a
term of three years of the Infrascanner Hematoma Detection System and
Infrascanner Disposable Shields for use in acute care hospitals and emergency
medical markets in the Philippines as well as in Boxing, Rugby, and Soccer
(European Football) sport clubs, worldwide.
Effective
August 19, 2010, Sky entered into a separate Exclusive Distribution Agreement
(the “August 18 Agreement”) with Eifla International, a company incorporated in
the United Kingdom (“Eifla”). As per the specific terms of the August
19 Agreement, Eifla was appointed Exclusive Distributor for a term of three
years of the Infrascanner Hematoma Detection System and Infrascanner Disposable
Shields in Boxing, Rugby, and Soccer (European Football) sport clubs, worldwide
but excluding acute care hospitals and emergency medical care
markets.
Item
9.01 Financial
Statements and Exhibits
Exhibits:
|
Description:
|
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99.1
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Exclusive
Distribution Agreement between Sky Unicorn Holdings Limited and InfraScan,
Inc. dated, August 16, 2010*
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99.2
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Exclusive
Distribution Agreement between Sky Unicorn Holdings Limited and Eifla
International dated, August 19, 2010*
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99.3
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Assignment
of Master License Agreement between the Mackay Group and Sky Unicorn
Holdings Limited
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*Portions
of this exhibit have been redacted pursuant to a request for confidential
treatment submitted to the Securities Exchange
Commission.
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.
BIOFIELD
CORP.
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Date:
September 14, 2010
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By:
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/s/
David Bruce Hong
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David
Bruce Hong
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Chief
Executive Officer
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