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Many people might be nervous about the hearings on Capitol Hill regarding drug pricing ... especially if they do not realize that Congress beats this drum every few years in tune with election cycles and then does nothing.
I've been long in CDXC for years now. Not selling for quite a while.
Still here too.
Perhaps LR will choose to buy some of the stock.
NANOANTIBIOTICS, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
? No Fee required.
? Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
? Fee paid previously with preliminary materials
? Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Copies to:
Peter Campitiello, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Tel: 212-519-5109
Fax: 212-245-3009
NANOANTIBIOTICS, INC.
100 Cummings Center, Suite 247-C
Beverly, Massachusetts 01915
Dear Shareholders:
We are writing to advise you that all our directors and a majority of our shareholders have authorized the Certificate of Amendment to the Articles of Incorporation of NanoAntibiotics, Inc. (the “Company”) to amend the Company’s Articles of Incorporation to change the name of the Company to BioVie Inc., or such other name as the Company’s board of directors sees fit. Since the Company consummated the acquisition of LAT Pharma, LLC on April 19, 2016, the Company’s board of directors determined it was in the best interests of the Company to change its name to “BioVie Inc.” (the “Name Change”). The Name Change was ratified by a majority of the Company’s shareholders on April 19, 2016.
These actions were approved by written consent on April 19, 2016 by our Board of Directors and a majority of our shareholders in accordance with Sections 78.315 and 78.320 of the Nevada Revised Statutes. Our directors and majority of shareholders owning approximately sixty (60%) of our outstanding voting stock, have approved this amendment after carefully considering it and concluding that approving the Name Change was in the best interests of our Company and our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is first mailed to you on or about May ___, 2016.
Please feel free to call us at (305) 515-4118 should you have any questions on the enclosed Information Statement.
For the Board of Directors of
NANOANTIBIOTICS, INC.
By: /s/ Jonathan M. Adams
Name: Jonathan M. Adams
Title: Chief Executive Officer
NANOANTIBIOTICS, INC.
100 Cummings Center, Suite 247-C
Beverly, Massachusetts 01915
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY SHAREHOLDERS
IN LIEU OF A SPECIAL MEETING
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the shareholders of NanoAntibiotics, Inc. (the “Company”) in connection with the proposed Certificate of Amendment to the Articles of Incorporation of the Company to change the name of the Company to “BioVie Inc.” (the “Name Change”). These actions were approved on April 18, 2016 by our Board of Directors and majority shareholders who subsequently ratified, the Name Change on April 19, 2016. This Information Statement has been prepared by our management.
"We," "us," "our," the “Registrant” and the "Company" refers to NanoAntibiotics, Inc., a Nevada corporation. The amendment to the Company’s Articles of Incorporation is sometimes referred to as the “Amendment” or the “Name Change”.
SUMMARY OF CORPORATE ACTIONS
On April 18, 2016, our Board of Directors and the holders of a majority of the Company’s Common Stock approved the Name Change. The Name Change was approved by written consent of the shareholders holding approximately 60% of our outstanding capital stock (the “Majority Shareholders”) who subsequently ratified the Name Change, along with the Company’s Board of Directors on April 19, 2016. Pursuant to the Nevada Revised Statutes (“NRS”), the Name Change was required to be approved by a majority of our shareholders. This approval could be obtained either by the written consent of the holders of a majority of our issued and outstanding voting securities, or it could be considered by our shareholders at a special shareholders' meeting convened for the specific purpose of approving the Name Change. The Company’s voting securities consist of common stock, par value $0.0001 per share (the “Common Stock”). Each share of Common Stock is entitled to one vote per share on any matter requiring shareholder vote. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors voted to utilize the written consent of the Majority Shareholders. The elimination of the need for a meeting of shareholders to approve this action is made possible by Section 78.320 of the NRS, which provides that the written consent of the holders of a majority of the outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present.
As of April 19, 2016, there were 87,210,000 shares of our Common Stock issued and outstanding.
The date on which this Information Statement was first sent to shareholders is on or about May __, 2016 (the “Mailing Date”). Inasmuch as we will have provided this Information Statement to our shareholders of record as of the record date of April 19, 2016 (the “Record Date”) no additional action will be undertaken pursuant to such written consent. Shareholders of record on the Record Date who did not consent to the Name Change are not entitled to dissenter's rights under Nevada law. These rights are discussed in this Information Statement under “Dissenter’s Rights” on page 5 of this Information Statement.
The Name Change will be effective twenty (20) days after this Information Statement is first mailed to our shareholders. No further vote of our shareholders is required.
-2-
THE NAME CHANGE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF WHAT WILL OCCUR ONCE THE NAME CHANGE IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT.
The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
QUESTIONS AND ANSWERS ABOUT THE NAME CHANGE
Q. Why did I receive this Information Statement?
A. Applicable laws require us to provide you information regarding the Name Change even though your vote is neither required nor requested for the Name Change to become effective.
Q. What will I receive if the Name Change is completed?
A. Nothing. The Amendment will only modify the Articles of Incorporation to change the name of the Company to BioVie, Inc.
Q. When do you expect the Name Change to become effective?
A. The Amendment will become effective upon the filing with the Secretary of State of Nevada, a copy of the Certificate of Amendment to the Articles of Incorporation is attached to this information statement as Exhibit A. We expect to file the Name Change with the Nevada Secretary of State no less than 20 days after this information statement has been sent to you.
Q. Why am I not being asked to vote?
A. The holders of a majority of the issued and outstanding shares of our voting stock have already approved the Name Change pursuant to a written consent in lieu of a meeting. Such approval, together with the approval of the Company's Board of Directors, is sufficient under Nevada law, and no further approval by our shareholders is required.
Q. What do I need to do now?
A. Nothing. This information statement is purely for your information and does not require or request you to do anything.
-3-
ACTION BY THE BOARD OF DIRECTORS
AND
CONSENTING SHAREHOLDERS
In accordance with Section 78.315 and 78.320 of the NRS, on April 19, 2016, the Company's Board of Directors and a majority of the shareholders of the Company’s voting Stock, believing it to be in the best interests of the Company and its shareholders, approved the Amendment and the Name Change.
Effective Time of the Amendment
We intend to file, as soon as practicable on or after the twentieth (20th) day after this Information Statement is sent to our shareholders, the Certificate of Amendment effectuating the Amendment with the Secretary of State of Nevada. The Amended and Restated Articles of Incorporation will become effective at the close of business on the date the Certificate of Amendment is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our shareholders. A copy of the Form of Certificate of Amendment is attached to this Information Statement as Appendix A and incorporated herein by reference. The text of the Certificate of Amendment to the Articles of Incorporation is subject to modification to include such changes as may be required by the Secretary of State of Nevada to effectuate the Name Change.
No Appraisal Rights for the Amendment
Under Nevada law, the Company’s shareholders are not entitled to appraisal rights with respect to the Name Change and the Company will not independently provide shareholders with any such right.
AMENDMENT TO OUR AMENDED AND RESTATED ARTICLE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
The change of the Company’s name to “BioVie Inc.” will better reflect the Company’s business plan to develop, market and sell our pharmaceutical compound CIP terlipressin, following our acquisition of LAT Pharma, LLC.
DESCRIPTION OF SECURITIES
Description of Common Stock
Number of Authorized and Outstanding Shares. The Company's Amended and Restated Articles of Incorporation authorizes the issuance of 300,000,000 shares of Common Stock, $.0001 par value per share, of which 87,210,000 shares were outstanding on April 19, 2016. All of the outstanding shares of Common Stock are fully paid and non-assessable.
Voting Rights. Holders of shares of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all shareholders. The holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.
Other. Holders of Common Stock have no cumulative voting rights. Holders of Common Stock have no preemptive rights to purchase the Company's Common Stock. There are no conversion rights or redemption or sinking fund provisions with respect to the Common Stock.
-4-
Transfer Agent. Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state security laws. The Company’s transfer agent for its Common Stock is West Coast Stock Transfer, Inc., 721 N Vulcan Ave, Encinitas, CA 92024 (619) 664-4780.
DESCRIPTION OF PREFERRED STOCK
Number of Authorized Shares. The Company's Amended and Restated Articles of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $0.001 per share ("Preferred Stock") in one or more series with such limitations and restrictions as may be determined in the sole discretion of the Company's Board of Directors, with no further authorization by stockholders required for the creation and issuance thereof. As of April 19, 2016, there were no shares of Preferred Stock issued and outstanding.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 19, 2016 with respect to any person (including any "group", as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company's voting securities, and as to those shares of the Company's equity securities beneficially owned by each its director, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company's Common Stock.
The table also shows the number of shares beneficially owned as of April 19, 2016 by each of the individual directors and executive officers and by all directors and executive officers as a group.
Name of Beneficial Owner Title of Class
Beneficial
Ownership(1)
Percent of
Class(2)
Jonathan Adams 6,168,067 7.1 %
Amrit Shahzad 1,289,512 1.5 %
Cuong Do 2,671,354 3.1 %
Officers and Directors as a Group (3 persons) 10,128,933 11.6
(1) "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 87,210,000 shares of Common Stock outstanding as of April 19, 2016, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.
-5-
ANNUAL AND QUARTERLY REPORTS; INCORPORATION BY REFERENCE AND WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The Company is required to file annual, quarterly and special reports, and other information with the Securities and Exchange Commission (“SEC”). You may read and copy any document The Company filed at the SEC's public reference rooms at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at (202) 942-8088 for more information on the operation of the public reference rooms. Copies of The Company’s SEC filings are also available to the public from the SEC's web site at www.sec.gov.
The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to another document or report filed separately with the SEC. The information incorporated by reference is deemed to be a part of this Information Statement, except to the extent any information is superseded by this Information Statement. The following documents which have been filed by The Company with the Securities and Exchange Commission (SEC File Number 0001368055) and contain important information about The Company and its finances, are incorporated into this Information Statement:
? Our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the Commission on September 30, 2015.
? Our Quarterly Reports on Form 10-Q filed for the quarters ending March 31, 2015, September 30, 2015 and December 31, 2015 filed on May 11, 2015, November 13, 2015 and February 16, 2016, respectively.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this Information Statement will be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained in this Information Statement or any other subsequently filed document that is deemed to be incorporated by reference into this Information Statement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Information Statement. The Annual Report incorporated by reference into this Information Statement is being delivered to our stockholders along with this Information Statement.
NANOANTIBIOTICS, INC.
By: /s/Jonathan M. Adams
Jonathan M. Adams, Chief Executive Officer
Nevermind. Found it:
http://archive.fast-edgar.com//20160421/A222DG2CN2223ZZ2222R2Z3Z8GPM52M27282/
Link to proxy statement please?
OK, but you have good capability for DD, so we'll miss you here.
Remember NNAB if you get bored again!
Perhaps they did mean "qualified" rather than "non-qualified." But that issue may best be addressed by asking management which they meant, rather than our speculating. Also, one of the other requirements for "qualified" investors is that they also have either an annual income of over $300k OR an asset base in excess of $1mil. Those numbers are just off the top of my head, being a "qualified" investor in other private companies.
Thanks for added links for people looking to see whether to do some DD, admittedly difficult with the limited information presently available.
1. We know that the drug LAT has been working on is approved for use in hospitals in Europe.
2. We know they received orphan drug approval from the FDA in 2013.
3. We know they did not dilute NNAB shareholder interests because they are cancelling the same number of shares as they issues to LAT shareholders.
All of these are hopeful signs. Any more?
LR, I'm sure you meant NNAB rather than NNVC. That aside, do you have any supportable estimate for either the number of "non-qualified," or total for that matter, investors who WERE in NNAB before the acquisition/merger?
Not by me.
From twitter:
Breaking News: Facebook Shuns Bourbon
It started late last night and continues today. Facebook is shutting down bourbon groups. Find out what is happening and stay tuned for updates. Read the story on FredMinnick.com.
And I have to retract what I said earlier about each of the 50 odd thousand representing 100 shares. At Fidelity it is actual number of shares on the bid (or being offered).
As of 10:27 today, first shares were traded:
Bid 0.10
Bid Size 53512
Ask 0.17
Ask Size 5000
Open 0.17
Day High 0.17
Day Low 0.17
Previous Close 0.172
52-Week High 0.425
04/29/2015
52-Week Low 0.02
08/05/2015
Price Performance (Last 52 Weeks) --
Held by ETPs
No
Volume 800
90-Day Average Volume 366
Primary Exchange OTC Markets
$NNAB As of market open 4/19/2016:
Bid 0.10
Bid Size 53512
Ask 0.17
Ask Size 5000
Open 0.18
Day High 0.18
Day Low 0.172
Previous Close 0.172
52-Week High 0.425
04/29/2015
52-Week Low 0.02
08/05/2015
Price Performance (Last 52 Weeks) --
Held by ETPs
No
Volume 0
90-Day Average Volume 366
Primary Exchange OTC Markets
Ultimate,
I suspect it may have just been a partial fill and have more to do with one of the people on the ask at .18 only being willing to sell that few shares at .172. I hope the multitude of bidders will feel penny-wise and pound-foolish by not being willing to spring for .18 per share.
OTOH, people will feel foolish for selling shares at .18
5,000 shares traded at .18, up 200 percent.
Bid 0.10
Bid Size 53512
Ask 0.18
Ask Size 24120
This could start to get interesting. Each of those 53512 represents 100 shares.
What the SEC filing said: " ... fewer than 35 "non-accredited" investors, all of whom, either alone or through a purchaser representative, had such knowledge and experience in financial and business matters so that each was capable of evaluating the risks of the investment." Obviously we can't know the actual number.
I suspect they may have recorded those of us who purchased through retail brokerage accounts as non-accredited investors. However, the Menon and Ehrlich family members would likely have been recorded as accredited investors. Further, their language states that each of us are "capable of evaluating the risks of the investment."
Hence, including the Menons, Ehrlichs and who knows how many investors in LAT Pharma (who would have had to be "qualified" to invest in a private company) I assume we have more than 35 holders in total.
All speculation on my part as to numbers. When a company starts up, perhaps even before the founders start selling shares to qualified investors, they are allowed to raise funds from what we refer to as the three "fs," friends, family and fools. Only time will tell what category we each may fall into.
Not a single share traded yet today.
I, having some shares, certainly hope BioVie has a bright future. No slight intended toward you, of course, as I sympathize with your loss.
Dov,
The following is ENTIRELY SPECULATION based on a few facts:
An old boss of mine was fond of saying that in the land of the blind, the one-eyed man is king. I am squinting thru that one eye in heavy fog.
Menon junior and Ehrlich junior both resigned their officer and Board positions, as best I understand. It is unknown whose 40 million shares are going to be cancelled, but my presumption is that it might be something like pro-rata across the Menon and Ehrlich families and that - until we hear otherwise - the families will retain much of their investment. Nothing is said about those points but they are only my presumption.
I established contact with one of the LAT officers, but not one already named as officers of what they will be calling BioVie. He and I exchanged a few emails before he deleted the LAT Pharma website and email system. He said they would make a PR during the week to give shareholders more information. I am unsure that the release this morning will be the only release. I have hopes for more.
On the one hand, my suspicion is that some of the people like me, who invested in NNAB for the NNAB-CTIX connection, will jump ship today. I will not. Some other folks who have been on the sidelines thinking about buying due solely to that connection will drop the idea.
OTOH, I suspect there will be some people trying desperately to buy in. After all, the drug LAT has been working on has orphan drug status and has been in regular use in Europe in hospitals for this indication. At a few cents per share, it sounds like a very cheap "IPO," which could be what they intend to do down the road, subject to an agreement with the Monons and Ehrlichs probably offering some of their shares as a secondary. We could also expect they are thinking of a reverse split (of 1 for 10 or 1 for 100) to get the price up and maybe consider listing. Hey, they could even decide to offer existing shares at $10 each. Just all possibilities.
Hope this didn't get you more confused. But hey, I'm using only one eye, right?
I expect this week to be very interesting.
Press realease in email to me:
NanoAntibiotics Acquires Company Developing Novel Therapies for Liver Disease
Announces New Company Name -- BioVie, Inc.
BEVERLY, MA--(Marketwired - Apr 18, 2016) - NanoAntibiotics Inc. (OTC: NNAB) (the "Company"), a development stage company focused on the discovery, development, and commercialization of novel drug therapies, is pleased to announce the acquisition of LAT Pharma LLC, of Chicago, IL, an early-stage biotechnology company developing novel medicines to treat life-threatening complications of liver cirrhosis.
LAT Pharma brings a promising new therapeutic opportunity to NanoAntibiotics. Earlier this year LAT Pharma met with the FDA to discuss a submission for a novel therapy to treat ascites due to liver cirrhosis. The meeting designated as a "pre-investigational new drug (IND) meeting," provided guidance that is currently being addressed. The Company's goal is to commence a clinical trial program in human subjects upon FDA clearance of the IND application.
"The acquisition of LAT Pharma by NanoAntibiotics will provide the resources necessary to execute the next step in our goal of advancing a novel, potentially life-saving new drug therapy into the clinic," commented Jonathan Adams, Chief Executive Officer at LAT Pharma.
In an all-stock, cashless deal, NanoAntibiotics acquired LAT Pharma LLC in a triangular merger in exchange for 39,820,000 newly-issued shares of the Company's common stock. Following the retirement and cancellation of an equal number shares, the total number of NNAB shares outstanding post-merger will not change. Following the merger, the Company will change its name to BioVie, Inc.
About Liver Cirrhosis and Ascites
An estimated 1 million Americans and millions worldwide suffer from liver cirrhosis. Cirrhosis is the 12th leading cause of death due to disease in the US, killing an estimated 27,000 people each year. The condition results primarily from hepatitis, alcoholism, and fatty liver disease linked to obesity.
Ascites is a common complication of advanced liver cirrhosis. Approximately 60% of cirrhosis patients will develop ascites over a 10-year span. The prognosis for ascites is very poor, with an estimated 40% of patients dying within two years of diagnosis. Life-threatening complications of ascites include infection, sepsis, and circulatory dysfunction. Current treatments aim to provide symptomatic relief by eliminating fluids to reduce abdominal swelling. Certain medications may provide relief in the initial stages, but as the condition worsens, patients may fail to respond. US direct treatment costs for this condition are estimated at more than $4 billion annually.
About LAT Pharma LLC
LAT Pharma was founded with a mission to invent, develop, and commercialize therapies for people suffering from advanced liver cirrhosis and its life-threatening complications. The company's initial disease target is ascites due to liver cirrhosis. Patients with ascites face a very poor prognosis and there are no effective drug therapies for the latter stages of this disease. Liver cirrhosis and related complications are the 12th leading cause of death due to disease in the US, killing an estimated 27,000 people each year. In addition to its pre-IND new drug candidate, the company has a collaboration with PharmaIN Corporation (Bothell, WA) to develop novel compounds for liver diseases.
Forward Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that could cause NanoAntibiotics' actual results and experience to differ materially from anticipated results and expectations expressed in these forward looking statements. NanoAntiobiotics has in some cases identified forward-looking statements by using words such as "anticipates," "believes," "hopes," "estimates," "looks," "expects," "plans," "intends," "goal," "potential," "may," "suggest," and similar expressions. Among other factors that could cause actual results to differ materially from those expressed in forward-looking statements are NanoAntibiotics' need for, and the availability of, substantial capital in the future to fund its operations and research and development. The fact that NanoAntibiotics' compounds may not successfully complete pre-clinical or clinical testing, or be granted regulatory approval to be sold and marketed in the United States or elsewhere. A more complete description of these risk factors is included in NanoAntibiotics' filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. NanoAntibiotics undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.
LR, Yup, knew about the slooooow trading in NNAB. Thanks for the research and I'm glad we are keeping you off the streets at night. Management said they would release more info during the coming week.
Ciao for now.
What are friends for?
Ultimate, Please see post 208.
Change in control:
https://biz.yahoo.com/e/160415/nnab8-k.html
Form 8-K for NANOANTIBIOTICS, INC.
15-Apr-2016
Entry into a Material Definitive Agreement, Completion of Acquisition or Di
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 11, 2016, the Registrant entered into and consummated the Merger Agreement. For a description of the Merger , and the material agreements entered into therewith, please see Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
MERGER WITH LAT PHARMA, LLC
On April 11, 2016, NanoAntibiotics, Inc., a Nevada corporation (the "Registrant" or the "Company") entered into and consummated an Agreement and Plan of Merger (the "Merger Agreement"), with LAT Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Registrant ("Acquisition") and LAT Pharma, LLC an Illinois limited liability company ("LAT"). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into LAT in a statutory triangular merger (the "Merger") with LAT surviving as a wholly-owned subsidiary of the Registrant. As consideration for the Merger, the Company issued the interest holders of LAT (the "LAT Holders") an aggregate of 39,820,000 shares of our Common Stock issued to the LAT Holders in accordance with their pro rata ownership of LAT membership interests prior to the Merger. Following the Merger, the Registrant will continue the development of LAT's lead clinical therapeutic candidate Continuous low-dose Infusion (CI) Terlipressin.
Immediately prior to the Merger, the Registrant had 87,210,000 shares of Common Stock issued and outstanding. In connection with the Merger, certain shareholders of the Company collectively agreed to retire and cancel an aggregate of 39,820,000 shares of Common Stock. Following the consummation of the Merger, the issuance of the Merger Shares, and the retirement of the 39,820,000 shares of Common Stock, the Registrant had 87,210,000 shares of Common Stock issued and outstanding and the LAT Holders beneficially own 39,820,000 shares or approximately forty-six percent (46%) of such issued and outstanding Common Stock.
At the effective time of the Merger, our board of directors and officers were reconstituted by the appointment of Jonathan Adams as Class III Director, Chairman, Chief Executive Officer, Chief Financial Officer, and Treasurer, Amrit Shahzad as Class II Director, President, and Corporate Secretary, and Cuong Do as Class I Director. Elliot Ehrlich resigned as Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman and Rajah Menon resigned as President and Director in connection with the Merger.
MANAGEMENT
Name Age Position
Jonathan Adams 52 Chairman, Class III Director and Chief Executive Officer
Amrit Shahzad 59 President, Secretary, Class II Director
Cuong Do 50 Class I Director
Jonathan Adams, 52 , Chief Executive Officer
Jonathan Adams, 52, Chief Executive Officer, Chief Financial Officer, and Treasurer, is the founder of LAT Pharma LLC and has served as its CEO since inception in 2006. Mr. Adams has worked for over 26 years in the pharma/biotech industry, including 14 years' experience in sales and marketing, and new product launches including the global launch of Celebrex. Prior to marketing, Mr. Adams spent 8 years working in finance and business development, including acquisitions, joint ventures, and intellectual property licensing. He has led the marketing program for the urology division at Mission Pharmacal, where he has contributed to robust sales growth. Mr. Adams was previously Group Supervisor for Topin & Associates, and a core team member for Searle Pharmaceuticals' COX-2 Technology Global Commercialization team, responsible for the global launch of Celebrex. Mr. Adams earned a BS at Cornell University, and an MBA at the Tuck School at Dartmouth.
Amrit Shahzad, 59, President
Amrit Shahzad, 59, is a business professional with 25 years of experience in the biopharmaceutical industry. Prior to starting her own consulting firm in 2014, she worked in variety of leadership roles at Roche, Amgen and Ikaria, and has been on the board of startup companies. She has extensive business and corporate development experience including corporate venture funds. Her transactional experience spans multiple therapeutic areas, technologies, and platforms. Ms. Shahzad holds a medical degree (MBBS) from Lady Hardinge Medical College in New Delhi, India, and an MBA in Finance from Rutgers University.
Cuong Do, 50, Director
Cuong Do, 50, Director, is currently Executive Vice President, Global Strategy Group, Samsung. Mr. Do helps to set the strategic direction for Samsung Group's diverse business portfolio. He was previously the Chief Strategy Officer for Merck, a leading US pharmaceuticals company, Tyco Electronics, and Lenovo. Mr. . . .
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As disclosed in Item 2.01, in connection with the Merger, the Company issued an aggregate of 39,820,000 shares of its common stock to the interest holders of LAT.
The Company relied on the exemption from federal registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, based on its belief that the issuance of such securities did not involve a public offering, as there were fewer than 35 "non-accredited" investors, all of whom, either alone or through a purchaser representative, had such knowledge and experience in financial and business matters so that each was capable of evaluating the risks of the investment.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.01.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.02.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The disclosures set forth in Item 2.01 are hereby incorporated by reference to this Item 5.03.
Mille grazie!!
Nice move up today. You think it's the stuff on the poster or what?
Yup, saw that this morning. Go $ROX
cool
Don't know why it appeared on my twitter feed just today. Guess they reposted.
New video review of Jefferson's Ocean 3.
My pleasure. In consulting, some folks deride what I might say as being "obvious." However, if the people in charge haven't thought of it "that way," I earn my keep by pointing that out. lol
You have my email in case you want to do any planning off the board.
Then "just" buy control of the company, take control of the board and fire him. It's just that simple. [grin]
Seriously, FWIW you would have a voice as a shareholder which you do not have as an onlooker. Small voice with small number of shares perfectly describes me. I'll vote for your resolution to go on the ballot for the shareholder meeting.
So I think that should suggest to you that maybe you should temper your distaste for management, in favor of potential profit.
Marion Barry once said, upon his re-election as mayor of DC, that [the people who had opposed him] should "get over it."
And I did just buy some more shares. Probably guarantees APHB sinking further.
Seel,
My thinking is that it WILL allow a greater variety of marketing arrangements and (maybe) might not preclude some sort of distribution thru XON. At least as long as their (XON's) feelings weren't hurt too badly. This business could still be quite profitable for XON once we get closer to commercializing the first phage.
The SP drop today is - IMHO - overdone and should see some bargain hunters. Maybe including me.
I found the news earlier this week of the phages being able to dramatically cut the concentration of bacteria commonly affecting CF patients VERY promising.
Go $APHB.
Steve