Attached files
| file | filename |
|---|---|
| EX-10.1 - CORETEC GROUP INC. | v204860_ex10-1.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): December 1, 2010
3DIcon
Corporation
(Exact
name of registrant as specified in charter)
|
Oklahoma
|
333-143761
|
73-1479206
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
No.)
|
|
6804
South Canton Avenue, Suite 150
Tulsa,
OK
|
74136
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (918) 494-0505
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
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
|
On December 1, 2010, 3DIcon Corporation
(the “Company”) entered into an agreement (the “Agreement”) with the University
of Oklahoma (“OU”), pursuant to which OU agreed to convert all sums due to it
from the Company in connection with its Sponsored Research Agreement (“SRA”)
with the Company, which as of December 1, 2010 amounted to approximately
$485,000, into an aggregate of 59,000,000 shares of the Company’s common stock
(the “Shares”). As a result of the debt conversion, OU will be the
holder of approximately 8% of the outstanding common stock of the Company.
Pursuant to the Agreement, the Shares are subject to a put option allowing OU to
require us to purchase certain of the Shares upon the occurrence of certain
events. In addition, the Shares are subject to a call option allowing
us to required OU to sell to us the Shares then held by OU in accordance with
the terms of the Agreement.
The Agreement also amended the existing
agreements between the Company and OU such that all intellectual property,
including all inventions and/or discoveries, patentable or unpatentable,
developed before July 28, 2008 by OU under the SRA is owned by
OU. All intellectual property, including all inventions and/or
discoveries, patentable or unpatentable, developed jointly by the Company and OU
at any time is jointly owned by the Company and OU. Finally, all intellectual
property, including all inventions and/or discoveries, patentable or
unpatentable, developed jointly the Company after July 28, 2008 is owned by the
Company. In addition, the Company and OU agreed by December 31,
2010 to renegotiate the terms of the lab rental at OU provided that it will be
at a lowered rate for the portion of the lab used in conjunction with the
then-current SRA activities.
|
Item
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
Reference is made to the disclosure set
forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is
incorporated by reference herein.
|
Item
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
|
(a)
|
Financial
Statements of Business Acquired
|
Not
Applicable
|
(b)
|
Pro
Forma Financial Information
|
Not
Applicable
|
(c)
|
Shell
Company Transactions
|
Not
Applicable
|
(d)
|
Exhibits
|
|
10.1
|
Agreement
to Convert Debt to Stock
|
2
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
hereunto duly authorized.
| 3DIcon Corporation | |||
|
Dated:
December 7, 2010
|
By:
|
/s/ Martin Keating | |
| Name: | Martin Keating | ||
| Title: | Chief Executive Officer | ||
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