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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): December 17, 2007
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Synova Healthcare Group, Inc.
(Exact name of registrant as specified in its charter)
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Nevada 000-51492 91-1951171
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)
1400 N. Providence Road, Suite 6010, Media, Pennsylvania 19063
(Address of principal executive offices) (Zip Code)
(610) 565-7080
(Registrant’s telephone number, including area code)
Not Applicable
(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):
¨ 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))
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All references to the “Company” in this Current Report on Form 8-K (“Current Report”) refer to Synova Healthcare Group, Inc., a Nevada corporation, and its subsidiaries, unless the context of the description indicates otherwise.
Some of the information in this Current Report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should” and “continue” or similar words. These forward-looking statements may also use different phrases. These forward-looking statements are not historical in nature and include statements that reflect, when made, the Company’s views with respect to current events and financial performance. All such forward-looking statements are and will be subject to numerous risks, uncertainties and factors relating to the Company’s operations and business environment, many of which are beyond the Company’s control, that could cause actual results to differ materially from any results expressed or implied by such statements.
Factors that could cause actual results to differ materially include, without limitation:
• the ability of the Company to continue to operate as a going concern;
• the ability of the Company to obtain approval of the Bankruptcy Court (as defined herein) with respect to motions filed by it from time to time in the Court Filing described herein;
• the Company’s ability to obtain debtor-in-possession (“DIP”) financing, should it seek to obtain it;
• if the Company should seek to obtain DIP financing and is able to obtain such financing, whether the Bankruptcy Court will grant final approval of any such financing;
• alternatives to obtaining capital needed to continue operations in the event the Company does not seek or is unable to obtain DIP financing, or, if the Company is able to obtain DIP financing but the Bankruptcy Court fails to grant final approval of the DIP financing;
• the ability of the Company to operate pursuant to the terms of any DIP financing that is ultimately obtained and finally approved by the Bankruptcy Court;
• the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Court Filing;
• risks associated with third parties seeking and obtaining Bankruptcy Court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding;
• potential adverse publicity surrounding the Court Filing and the related Chapter 11 proceeding;
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the ability of the Company to obtain and maintain adequate relationships with Norwich Pharmaceuticals, Inc., the Company’s sole manufacturer of the Today® Sponge, and the Company’s other creditors, lenders, vendors and other persons or entities with whom the Company conducts its business;
• the ability of the Company to fund its working capital needs throughout the pendency of the Court Filing, the Chapter 11 proceeding and thereafter;
• the potential adverse impact of the Court Filing and the Chapter 11 proceeding on the Company’s liquidity or results of operations;
• the ability of the Company to adequately fund and execute its business plan;
• the ability of the Company to attract, motivate and retain key employees;
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• the ability of the Company to successfully market, distribute and sell its line of women’s healthcare products during the pendency of the Court Filing, the Chapter 11 proceeding, and thereafter.
• potential actions of regulatory authorities which govern the Company’s operations, including the U.S. Food and Drug Administration;
• the outcome of legal proceedings to which the Company is or may become a party; and
• other risks described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, including factors described in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006, as amended, and in its Quarterly Reports on Form 10-QSB for each of the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.
These statements speak only as of the date of this Current Report, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect new information, future events or developments or otherwise, except as required by law. The Company provides additional information in its filings with the SEC, which readers are encouraged to review, concerning other factors that could cause actual results to differ materially from those indicated in the forward-looking statements.
Similarly, these and other factors, including the terms of any reorganization plan or other alternative transactions ultimately confirmed, can affect the value of the Company’s existing common stock or other securities. There has been no determination, and no assurance can be given, as to what values, if any, will be ascribed in the Chapter 11 proceeding to the Company’s existing common stock or other securities. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in the Company’s common stock or other securities.
Item 1.03 Bankruptcy or Receivership.
On December 18, 2007, Synova Healthcare Group, Inc. (the “Company”) and all of its direct and indirect U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), Case Nos. 07-11889, 07-11890, 07-11891, 07-11892, and 07-11893 (collectively, such filings are referred to as the “Court Filing”). Upon the Court Filing, the Bankruptcy Court assumed jurisdiction over the assets of the Company. The Company is operating its business as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Code. Today’s Womencare (Canada) Inc. and Today’s Womencare (UK) Ltd, the Company’s two foreign subsidiaries, did not file voluntary petitions for reorganization.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The applicable information contained in Item 1.03 of this Form 8-K is incorporated by reference in response to this Item 2.04.
Under the terms of the Company’s 6.5% Senior Convertible Promissory Notes due January 12, 2012 (the “January Notes”) in the initial aggregate principal amount of $15.0 million, and 6.5% Senior Convertible Promissory Notes, Series B, due September 19, 2012 in the initial aggregate notional principal amount of approximately $3.3 million (collectively, the “September Notes,” and, together with the January Notes, the “Senior Notes”), and security and other agreements related thereto, the Court Filing described above in Item 1.03 may provide the holders of the Senior Notes with certain rights and remedies under the Senior Notes and related agreements with respect to the assets of the Company, subject to the applicable provisions of the Bankruptcy Code and the orders and
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judgments of the Bankruptcy Court. The Company and its subsidiaries that are parties to the Court Filing are also parties to other agreements or commitments that contain default provisions which have been or may be triggered by the Court Filing, subject to the applicable provisions of the Bankruptcy Code and the orders and judgments of the Bankruptcy Court.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 17, 2007, Marie E. Pinizzotto, M.D. notified Synova Healthcare Group, Inc. that she has resigned from its board of directors effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
99.1 Press release issued by the Company dated December 19, 2007.
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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.
Dated: December 19, 2007
SYNOVA HEALTHCARE GROUP, INC.
By: /s/ Stephen E. King
Name: Stephen E. King
Title: Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press release issued by the Company dated December 19, 2007.
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Exhibit 99.1
Company Press Release
Synova Healthcare Group, Inc.
Trading Symbol (OTC-BB:SNVH)
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FOR IMMEDIATE RELEASE
December 19, 2007
Synova Healthcare Group, Inc. Files
Voluntary Petition to Reorganize Under Chapter 11
MEDIA, PA – December 19, 2007 — Synova Healthcare Group, Inc. (OTC-BB:SNVH), announced today that it and its four U.S. subsidiaries (collectively, “Synova”) have filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code. Synova is seeking to operate its business as a debtor-in-possession pursuant to the Bankruptcy Code.
Under the Bankruptcy Code, Synova is prohibited from paying pre-petition obligations until a plan of reorganization has been approved by creditors and the bankruptcy court. This prohibition applies to all of Synova’s pre-petition obligations, including obligations to holders of its senior convertible promissory notes.
The Company’s decision to reorganize under Chapter 11 was made primarily to address Synova’s liquidity and capital resources issues, which left Synova unable to continue to effectively operate its business of developing, distributing, marketing and selling innovative over-the-counter women’s healthcare products. Synova has historically relied upon equity and debt capital to fund its ongoing operations, and its current inability to locate and obtain such capital severely depleted its cash and other capital resources.
The Chapter 11 petitions were filed in the U.S. Bankruptcy Court in the District of Delaware.
About Synova Healthcare Group, Inc.:
Through its subsidiaries, Synova Healthcare Group, Inc. is focused on the development, distribution, marketing and sale of women’s healthcare products related to contraception, vaginal health, menopause management, fertility planning, obstetrics and personal care. Synova’s goal is to provide healthcare solutions that address every stage of a woman’s reproductive life. Synova markets and sells products under the brand names Today® and Fem-V®. The Today® Sponge is a non-hormonal contraceptive that combines barrier, spermicidal and absorptive methods to prevent conception. Fem-V® is a non-invasive diagnostic test with 91% sensitivity and is designed to detect the presence of elevated vaginal acidity, assisting women in identifying the most appropriate treatment for vaginal infections. For more information, please visit Synova’s website at www.synovahealthcare.com.
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Forward-Looking Statements:
Some of the information in this press release may contain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements can be identified by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should” and “continue” or similar words. These forward-looking statements may also use different phrases. These forward-looking statements are not historical in nature and include statements that reflect, when made, Synova’s views with respect to current events and financial performance. All such forward-looking statements are and will be subject to numerous risks, uncertainties and factors relating to Synova’s operations and business environment, many of which are beyond Synova’s control, that could cause actual results to differ materially from any results expressed or implied by such statements.
Factors that could cause actual results to differ materially include, without limitation:
• Synova’s ability to continue to operate as a going concern;
• Synova’s ability to obtain approval of the bankruptcy court with respect to motions filed by it from time to time in the proceedings described in this press release;
• Synova’s ability to obtain debtor-in-possession, or DIP, financing, should it seek to obtain it;
• if Synova seeks DIP financing and is able to obtain it, whether the Bankruptcy Court will grant final approval of any such financing;
• alternatives to obtaining capital needed to continue operations in the event Synova does not seek or is unable to obtain DIP financing, or, if Synova is able to obtain DIP financing but the Bankruptcy Court fails to grant final approval of the DIP financing;
• Synova’s ability to operate pursuant to the terms of any DIP financing that is ultimately obtained and finally approved by the Bankruptcy Court;
• Synova’s ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Court Filing;
• risks associated with third parties seeking and obtaining Bankruptcy Court approval to terminate or shorten the exclusivity period for Synova to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding;
• potential adverse publicity surrounding the Court Filing and the related Chapter 11 proceeding;
•
Synova’s ability to obtain and maintain adequate relationships with Norwich Pharmaceuticals, Inc., Synova’s sole manufacturer of the Today® Sponge, and Synova’s other creditors, lenders, vendors and persons or entities with whom Synova does business;
• Synova’s ability to fund its working capital needs throughout the pendency of the Court Filing, the Chapter 11 proceeding and thereafter;
• the potential adverse impact of the Court Filing and the Chapter 11 proceeding on Synova’s liquidity or results of operations;
• Synova’s ability to adequately fund and execute its business plan;
• Synova’s ability to attract, motivate and retain key employees;
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• Synova’s ability to successfully market, distribute and sell its line of women’s healthcare products during the pendency of the Court Filing, the Chapter 11 proceeding, and thereafter.
• potential actions of regulatory authorities which govern Synova’s operations, including the U.S. Food and Drug Administration;
• the outcome of legal proceedings to which Synova is or may become a party; and
• other risks described in Synova’s reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, including factors described in Synova’s Annual Report on Form 10-KSB for the year ended December 31, 2006, as amended, and in its Quarterly Reports on Form 10-QSB for each of the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.
These statements speak only as of the date of this press release, and Synova disclaims any intention or obligation to update or revise any forward-looking statements to reflect new information, future events or developments or otherwise, except as required by law. Synova provides additional information in its filings with the Securities and Exchange Commission, which readers are encouraged to review, concerning other factors that could cause actual results to differ materially from those indicated in the forward-looking statements.
Similarly, these and other factors, including the terms of any reorganization plan or other alternative transactions ultimately confirmed, can affect the value of Synova’s existing common stock or other securities. There has been no determination, and no assurance can be given, as to what values, if any, will be ascribed in the Chapter 11 proceeding to Synova’s existing common stock or other securities. Accordingly, Synova urges that the appropriate caution be exercised with respect to existing and future investments in Synova’s common stock or other securities.
Contact:
Synova Healthcare Group, Inc.
Robert Edwards
Chief Financial Officer
Phone: (610) 565-7080
redwards@snvh.com
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Synova Healthcare, Inc. was incorporated in Delaware in April 2003, and is a wholly owned operating subsidiary of Synova Healthcare Group, Inc., a Nevada corporation.
Since its inception, Synova Healthcare, Inc. has developed and distributed over-the-counter and point-of-care diagnostic tests that allow consumers and healthcare professionals to rapidly and accurately diagnose and/or monitor certain health conditions. Synova is committed to delivering high-quality and innovative medical diagnostics that are designed to assist consumers in being more proactive in the management of their personal health. Synova believes that early and accurate diagnosis will provide consumers, along with their healthcare providers, the ability to act to mitigate certain risks that may be inherent to certain conditions. The Company's goal, where possible, is to supplant traditional invasive diagnostic testing, like blood tests, by offering consumers and clinicians a quick and accurate, non invasive test at the very point where it's use is desired (either in-home or in-office).
Synova's two current products, Menocheck® and MenocheckPro™ are in-home and in-office non-invasive urine FSH (Follicle-Stimulating Hormone) tests used for detecting and diagnosing the onset of menopause. Menocheck® is available at retail food and drug chains while MenocheckPro™ is available from physician/laboratory supply organizations for use by healthcare professionals. Both products are FDA approved.
Synova is currently evaluating additional diagnostic product opportunities, including products that may prove useful in the areas of infertility, obstetrics and the detection of certain cancers. In some cases, Synova will own the intellectual property as part of the Company's product development strategy.
CONTACT INFORMATION:
Synova Healthcare Group, Inc.
Robert Edwards
Tel: 610-565-7080
The Investor Relations Group
Investor Relations:
Katrine Winther-Olesen
Tel: 212-825-3210
