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
December 28, 2010
Date of Report (Date of earliest event reported)
ENOX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-53486 26-0477124
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification Number)
303-1687 W. Broadway, Vancouver BC
V6J 1X2 Canada
(Address of principal executive offices)
(604) 637-9744
(Registrant's telephone number, including area code)
(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:
[ ] 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
Effective as of December 20, 2010, on December 28, 2010, Enox Biopharma,
Inc. ("Company") and Ortho Dental Solutions LTD (Tel Aviv, Israel) ("Ortho")
entered into an exclusive, worldwide, royalty bearing license agreement under
which the Company granted Ortho right to specified patents and patent
applications and related know-how for use in developing novel therapies for
dental and gum diseases.
The royalties that Ortho is obligated to pay include certain one time and
milestone payments and amounts based on sales. Ortho is required to devote time
and expense to research, discover, develop and market the products under the
permitted applications based on the licensed intellectual property. Ortho has
the right to sublicense the licensed intellectual property, with certain
limitations.
The grant of the license to Ortho restricts the Company from pursuing the
use of its licensed intellectual property in the same territory and for the same
uses. The Company is required to maintain at its expense the licensed
intellectual property and at Ortho's expense take action to pursue patent
registrations in countries in which the products developed under the licensed
intellectual property may be registered to give Ortho the full benefit of the
agreement. Any improvements made by the Company will be included in the licenses
under the agreement, and any discovery, development or improvement made by Ortho
and based on the licensed intellectual property will belong to Ortho.
The term of the agreement is until the expiry of the last to expire of the
patents licensed under the agreement or if the agreement pertains to a patent
application then it is until there is no further reasonable possibility of any
grant of a patent with respect to the application. The agreement and the
licenses can be terminated by either party in a number of events related to
breaches and defaults of the terms of the agreement and bankruptcy and similar
events of either of the parties or by the Company if Ortho challenges the
validity of any of the licensed intellectual property.
Ortho is a company the majority of which is controlled by Mr. Amir Avniel,
Professor Yossef Av-Gay and Mr. Itamar David, who are officers and directors of
the Company. The transaction was approved by the board of directors on December
7, 2010 by the non-interested party directors, with full disclosure concerning
the related party relationship and after discussion."
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
John C. Rewcastle
Effective as of January 1, 2011, the Board of Directors of the Company
appointed John C. Rewcastle, 37, as the Chief Executive Officer of the Company.
Prior to joining the Company, Mr. Rewcastle served as the full time Medical
Director of EDAP TMS S.A. (Nasdaq: EDAP) from July 2007 until December, 2010,
and he continues as an advisor to that company. From January 2001 to July 2007,
Mr. Rewcastle was employed by Endocare, Inc., which is now owned by Endo
Pharmaceuticals, where he led their clinical research department. Additionally,
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in 2004 Mr. Rewcastle co-founded Firma Medical, a private medical device
company, and continues to serve as a director of that company. Mr. Rewcastle has
authored over 40 peer reviewed journal articles and medical text book chapters.
Mr. Rewcastle studied Medical Physics at the University of Calgary where he
received a Ph.D. and a Master of Science degree. Prior to this he studied
experimental physics at McMaster University in Hamilton, Ontario where he
received an Honors Bachelor of Science Degree.
Mr. Rewcastle will be compensated under a written employment agreement, the
terms of which were considered and approved by the Board of Directors. Mr.
Rewcastle will receive an annual base salary of CAD$120,000, provided that upon
the Company securing capital investments or receiving licensing revenues in
excess of US$ 2,000,000 the Company will increase Mr. Rewcastle's annual Base
Salary to CAD$ 250,000. Further, upon the Company securing capital investment or
receiving licensing revenues in excess of US$ 3,000,000, Mr. Rewcastle will be
eligible to receive an annual discretionary bonus of up to forty-percent 40% of
his then Base Salary. Mr Rewcastle will be granted an option to purchase
1,327,292 shares of common stock at an exercise price of US$ 0.90 per share,
which vest one-third at the end of each of the first three years of Mr.
Rewcastle's employment. The options are exercisable for a period of ten years.
If Mr. Rewcastle is not employed by the Company, he has a period of six months
to exercise any vested options at the time of his departure. The employment
agreement includes provisions for the confidentiality of Company property and
the assignment of inventions and copyrights to the Company and provisions
relating to non competition and restrictions on hiring away. The employment
agreement may be terminated by the Company under specified circumstances for
cause. It may also be otherwise terminated by the Company, provided however, if
it is terminated without cause after securing capital funding in excess of US$
3,000,000, the Company is obligated to pay severance in a lump sum equal to
three months Base Salary.
Amir Avniel
Effective as of January 1, 2011, the option previously granted to Amir
Avniel, the Chairman of the Board of Directors, in connection with his
employment commencing March 2010 was adjusted by reduction to be as follows: the
total number of shares subject to the option is 880,571, with 628,979 shares
vesting at the end of the first year of employment and 125,796 shares vesting at
the end of each of the second and third years of employment.
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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.
ENOX BIOPHARMA, INC.
Date: January 3, 2011 By: /s/ Itamar David
-------------------------------------
Itamar David,
Chief Financial Officer
