Attached files
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| EX-99.2 - EMBER THERAPEUTICS, INC. - NY | migralex.htm |
| EX-99.1 - EMBER THERAPEUTICS, INC. - NY | att01179.htm |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K |
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CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 19, 2017
EMBER THERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
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Delaware |
033-13474-NY |
01-3341552 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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Incorporation) |
(Commission File Number) |
Identification No.) |
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135 East 57thStreet, 24 thFloor
New York, New York10022
(Address and Zip Code of Principal Executive Offices)
(646) 406-6243
(Registrant’s Telephone Number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last
Report)
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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 CF R. 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR. 240.14-12a)
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. 240.13-e4(c))
Item 8.01 – Other Events
On May 19, 2017, Ember Therapeutics, Inc. (“Ember Therapeutics”) entered into a Contribution Agreement (“DermaSilk Agreement”) with DermaSilk Brands, Inc. (“DermaSilk”), a Delaware corporation. Pursuant to the DermaSilk Agreement, DermaSilk acquired the sole ownership interest in DermaSilk Brands business, including all assets and liabilities related thereto, and DermaSilk became a wholly owned subsidiary of Ember Therapeutics. The DermaSilk Agreement isa ttached as Exhibit 99.1.
Also on May 19, 2017, Ember Therapeutics entered into a Contribution Agreement (“Migralex Agreement”) with Migralex, Inc. (“Migralex”) a Delaware corporation. Pursuant to the Migralex Agreement, Migralex acquired the sole ownership interest in the Migralex business, including all assets and liabilities related thereto, and Migralex became a wholly owned subsidiary of Ember Therapeutics. The MigralexAgreement is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibits No. |
Description |
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99.1 |
Contribution Agreement dated as of May 19, 2017, by and between Ember Therapeutics, Inc. and DermaSilk Brands, Inc. |
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99.2 |
Contribution Agreement dated as of May 19, 2017, by and between Ember Therapeutics, Inc. and Migralex, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 11, 2017
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EMBER THERAPEUTICS, INC. |
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By: |
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Name: Joseph Hernandez |
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Title: Executive Chairman |
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