Attached files
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EX-10.1 - EXHIBIT 10.1 - OMNI BIO PHARMACEUTICAL, INC. | c20095exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - OMNI BIO PHARMACEUTICAL, INC. | c20095exv10w2.htm |
EX-99.1 - EXHIBIT 99.1 - OMNI BIO PHARMACEUTICAL, INC. | c20095exv99w1.htm |
EX-10.4 - EXHIBIT 10.4 - OMNI BIO PHARMACEUTICAL, INC. | c20095exv10w4.htm |
EX-10.3 - EXHIBIT 10.3 - OMNI BIO PHARMACEUTICAL, INC. | c20095exv10w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2011
Omni Bio Pharmaceutical, Inc.
(Exact name of registrant as specified in its charter)
Colorado | 000-52530 | 20-8097969 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5350 South Roslyn, Suite 430, Greenwood Village, CO |
80111 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 867-3415
(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:
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 Material Definitive Agreement. |
On July 15, 2011, Omni Bio Pharmaceutical, Inc. (the Company or Omni Bio) acquired a 25%
equity ownership of BioMimetix, Inc. (BioMimetix) for cash consideration of $2,000,000
(the Investment). Concurrent with the Investment, Duke University entered into an exclusive
licensing arrangement with BioMimetix (the Duke License). BioMimetix is a recently formed
biopharmaceutical corporation and, as the exclusive licensee of the Duke License, intends to
develop a new class of patented compounds for the treatment of various disease and health care
treatment classifications including radiation toxicity during the treatment of cancer using
radiation therapy.
Dr. James Crapo, Omni Bios Chief Executive Officer, is the founder and a significant
shareholder of BioMimetix and will also serve as its CEO and as a director.
Under the terms of the BioMimetix stockholders agreement, Omni Bio has the right to appoint
one individual, reasonably acceptable to Dr. Crapo, to serve on BioMimetixs board of directors.
In addition, Omni Bio received certain preemptive rights to purchase additional shares of
BioMimetix and other protective rights relating to the Investment.
In addition to Omni Bios initial 25% equity ownership in BioMimetix, it was issued a common
stock purchase warrant (the Warrant) to acquire up to an additional 15% equity
ownership interest in BioMimetix for an additional $2,000,000. The Warrant may be exercised in
whole or in part, and if in part, the Companys fully-diluted equity ownership will be calculated
as follows: (Cash Consideration Paid multiplied by 15% divided by $2,000,000) plus 25%. The
Warrant is immediately exercisable and expires on July 15, 2012.
The above description of the Investment, stockholders agreement and the Warrant are summaries
only and are qualified by reference to the stock purchase agreement, stockholders agreement and
Warrant filed as exhibits hereto.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
See Item 1.01.
Item 5.02 | Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Also on July 15, 2011 and as a requirement for the Investment, Omni Bio executed an employment
agreement (the Employment Agreement) with Dr. Crapo that is consistent with the terms previously
disclosed upon his appointment as Omni Bios CEO on March 1, 2011. The Employment Agreement
additionally places restrictions on Dr. Crapo in raising additional capital for BioMimetix until
the earlier of: (1) Omni Bio raising a total of $7 million, which is inclusive of the $3.5 million
raised to date from Omni Bios 2011 private placement offering; (2) Omni Bio executing an agreement
with a strategic partner resulting in cash payments made to Omni Bio; (3) July 15, 2012; or (4)
permission of the Omni Bios board of directors.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Stockholders Agreement by and among BioMimetix Pharmaceutical, Inc., Omni Bio
Pharmaceutical, Inc. and the other investors, collectively, (the Stockholders) dated
July 15, 2011 |
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10.2 | Stock Purchase Agreement by and between BioMimetix Pharmaceutical, Inc. and Omni
Bio Pharmaceutical, Inc. dated July 15, 2011 |
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10.3 | Warrant issued to Omni Bio Pharmaceutical, Inc. or its permitted assigns to
purchase shares of common stock in BioMimetix Pharmaceutical, Inc. dated July 15, 2011 |
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10.4 | Letter of employment by and between James Crapo and Omni Bio Pharmaceutical, Inc.
dated July 15, 2011 |
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99.1 | Press Release of Omni Bio Pharmaceutical, Inc. dated July 21, 2011 |
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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.
Omni Bio Pharmaceutical, Inc. |
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Date: July 21, 2011 | By: | /s/ Robert C. Ogden | ||
Robert C. Ogden | ||||
Chief Financial Officer | ||||
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Exhibit Index
Exhibit No. | Description | |||
10.1 | Stockholders Agreement by and among BioMimetix Pharmaceutical, Inc., Omni Bio
Pharmaceutical, Inc. and the other investors, collectively, the Stockholders) dated
July 15, 2011 |
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10.2 | Stock Purchase Agreement by and between BioMimetix Pharmaceutical, Inc. and Omni
Bio Pharmaceutical, Inc. dated July 15, 2011 |
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10.3 | Warrant issued to Omni Bio Pharmaceutical, Inc. or its permitted assigns to
purchase shares of common stock in BioMimetix Pharmaceutical, Inc. dated July 15, 2011 |
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10.4 | Letter of employment by and between James Crapo and Omni Bio Pharmaceutical, Inc.
dated July 15, 2011 |
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99.1 | Press Release of Omni Bio Pharmaceutical, Inc. dated July 21, 2011 |
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