making $
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.0005's going now!
Huge Buys coming in!!!
we need a big push at the ask and this one will fly....!!
Load up on this one people, it will run.
I believe once it hit's .05 it moves quickly to .10
8K RELEASED!
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 AND EXCHANGE ACT OF 1934.
February 1, 2008
Date of Report (Date of Earliest Event Reported)
DNAPrint Genomics, Inc.
(Exact name of registrant as specified in charter)
Utah
0-31905
59-2780520
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1621 West University Parkway, Sarasota, FL 34243
(Address of principal executive offices)
(941) 366-3400
(Registrant’s Telephone Number, including Area Code)
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 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 8.01
OTHER EVENTS
On January 18, 2008, the Registrant entered into a nonbinding letter of intent with Nanobac Pharmaceuticals, Incorporated (“Nanobac”). This letter of intent was amended on February 1, 2008. This letter of intent and amendment are filed with this 8-K.
ITEM 9.01
EXHIBITS
99.01 Non-binding letter of intent dated January 18, 2008 between Nanobac Pharmaceuticals, Incorporated and the Registrant.
99.02 Amendment dated February 1, 2008 to the non-binding letter of intent between Nanobac Pharmaceuticals, Incorporate and the Registrant.
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, thereunto duly authorized.
DNAPrint Genomics, Inc.
By:
/s/ Richard Gabriel
Richard Gabriel
Chief Executive Officer & President
EXHIBIT 99.01
Nanobac Pharmaceuticals, Incorporated
4730 North Habana Avenue
Suite 205
Tampa, Florida 33614
January 18, 2008
Dr. Hector Gomez
Chairman of the Board
DNA Print Genomics
1621 W University Parkway
Sarasota, Florida 34243
Dear Dr. Gomez:
The purpose of this letter is to confirm the recent discussions and an agreement in principle between Nanobac Pharmaceuticals, Incorporated (“Buyer”) and DNA Print Genomics, Inc. (“Seller”) regarding Buyer’s proposal to acquire Seller’s business and related operations (the “Business”). Although the specific corporate and legal structures for accomplishing the proposed acquisition have not been finally determined, in this letter we use the term “Acquisition” to refer to the structure and transactions ultimately to be agreed upon by Seller and Buyer (and/or, as appropriate, their respective equity owners) to effect the acquisition by Buyer of the Business of Seller.
This proposal is being made as a result of the discussions we have had with you and is based upon the information and documents you have provided to us, as well as the representations that you have made to us. Based thereon, the general terms and conditions upon which Buyer proposes to effect the Acquisition are as follows:
1.
Acquisition of Business . Buyer proposes to acquire the entire Business, including all assets and operations used in or related to the Business. We intend to complete the closing of the Acquisition (the “Closing”) on or about March 31, 2008 or such other time as we may agree upon.
2.
Consideration . As consideration for the Acquisition, Buyer would pay and deliver to Seller (and/or, as appropriate, its equity owners), Seventy Five Million (75,000,000) shares of Buyer’s common stock. These shares will be in exchange for all of the issued and outstanding shares of Seller’s common and/or preferred stock.
Further, the above contemplated Acquisition by Buyer of Seller is contingent upon Buyer’s ability to raise or contribute a minimum of Five Hundred Thousand Dollars ($500,000) and a total of One Million Five Hundred Thousand Dollars ($1,500,000) to the combined entity on a monthly basis for three months commencing as follows: $250,000 by wire transfer on January 23, 2008 and $250,000 by wire transfer on January 31, 2008, followed by another payment of $250,000 on February 14 th 2008 and $250,000 on February 28 th 2008 and followed by another payment of $250,000 on March 19 th 2008 and followed by another $250,000 payment on March 31 st 2008. All payments are to be made by wire transfer on or before the dates as agreed and sent to the following:
Bank Name: Bank of America
Bank Address: 1201 6th Ave. West Bradenton, FL 34205
Account Name: DNAPrint Genomics, Inc.
Account #
ABA # 026 009 593
Swift Code BOFAUS3N
Bank contact: Linda Spivey 888-852-5000 X3630
Terms and conditions of this contribution shall be negotiated and must be mutually acceptable to both Buyer and Seller. Buyer may extend the contractual period by providing additional payments to Seller under the same terms and conditions as set forth in mutually agreed contract.
3.
Structure of Transaction .
(a)
General . We propose to effect the Acquisition by way of a merger of Seller and a subsidiary of Buyer. As a result of the Merger, Seller would, in effect, become a wholly owned subsidiary of Buyer. All of Seller’s stockholders would no longer own Seller stock but instead would become stockholders of Buyer.
(b)
Ownership of Business Assets . Regardless of the legal structure of the Acquisition, it is important that, upon consummation of the Acquisition, title to all assets used in the operation of the Business (including but not limited to intellectual property) be vested in Buyer or its subsidiary. This may require execution by Seller’s principal equity owners, or others, of appropriate instruments of conveyance in connection with the Closing.
(c)
Compliance with Law . All parties shall take appropriate steps designed to cause the Acquisition to comply with all applicable laws, including but not limited to state and federal securities laws. Any securities issued in connection with the Acquisition shall bear an appropriate restrictive legend.
(e)
Tax Treatment . It is intended that the Acquisition be structured as a tax free reorganization so as not to give rise to any taxable income to either Seller or any of its equity owners. Buyer, however, shall not be responsible for the tax treatment of the Acquisition.
6.
Definitive Agreement .
(a)
General . The transactions contemplated by this letter, if effected, will be subject to the terms and conditions to be set forth in a definitive, legally binding written agreement to be negotiated, entered into and executed by Buyer, Seller, and any other required parties (together with all related agreements and instruments, the “Definitive Agreement”). The Definitive Agreement, if and when entered into, will set forth the legal mechanics and the specific terms and conditions pursuant to which the acquisition will be accomplished.
(b)
Representations and Warranties . The Definitive Agreement will include appropriate representations and warranties with respect to the financial and business conditions of Seller, its contractual relationships, the absence of undisclosed or contingent liabilities, and other pertinent matters. In particular, the Definitive Agreement will include representations regarding the material financial and other information you have provided us.
(c)
Covenants . The Definitive Agreement also will contain covenants and other agreements on behalf of the parties. Among other things, these covenants will require that the Business be operated only in the ordinary course, and that Seller not take any unusual actions, prior to Closing.
(d)
Conditions . The Definitive Agreement also will set forth conditions to the respective obligations of the parties under the Definitive Agreement, as are appropriate for the Acquisition.
(e)
Preparation of Definitive Agreement . Immediately upon the execution of this letter, we and our respective legal counsels shall enter into negotiations directed toward the preparation and execution of the Definitive Agreement, and we each shall use our respective commercially reasonable best efforts to negotiate and finalize the Definitive Agreement as promptly as reasonably practicable.
(f)
Governing Law . The Definitive Agreement shall be governed by Florida law.
7.
Best Reasonable Efforts . Buyer and Seller will negotiate in good faith and use their best reasonable efforts to arrive at a mutually acceptable Definitive Agreement for approval, execution, and delivery on the earliest reasonably practicable date; provided, however, that either party will have the right to terminate negotiations and this letter if a Definitive Agreement has not been entered into by the parties
hereto on or before the close of business on June 30, 2008. Buyer may extend negotiations beyond March 31, 2008 to June 30, 2008 by providing Seller with additional payments as agreed upon by both parties. If and when a Definitive Agreement is entered into by the parties hereto, Buyer and Seller will thereupon use their best reasonable efforts to affect the closing of, and to proceed with, the transactions contemplated by the Definitive Agreement as promptly as is reasonably practicable.
8.
Confidentiality; Public Disclosure .
(a)
Seller and Buyer hereby acknowledge that, in connection with the continued discussion of the transactions described in this letter, each will have access to confidential and proprietary information of the other. Accordingly, each party agrees that it will not disclose or use, and it will cause its Representatives not to disclose or use, other than in connection with its evaluation of the proposed transaction, any and all financial, technical, commercial or other information concerning the business and affairs of the other party which is furnished by such other party to it in connection with the transaction contemplated in this letter, other than information that is publicly available or that becomes known to it from a source other than the other party (“Confidential Information”). If the Acquisition is not consummated, then (i) each party will promptly return to the other all documents, contracts, records or properties constituting confidential or proprietary information of such other party.
(b)
Without the prior written consent of the other party hereto, neither Buyer, Seller nor any of their respective Representatives shall disclose (whether by press release or other public or private means) to any person, other than the respective Representatives of Buyer and Seller, the fact that any discussions or negotiations are taking place concerning the transaction described in this letter, including the status thereof, except as may be required by law or reasonably deemed necessary by counsel for the person in question to comply with law. The parties will consult with each other and their respective attorneys in preparing any public release regarding the transactions contemplated hereby.
Of course, the final terms and conditions of the Acquisition will be subject to, among other things, our mutual review and approval and the review and approval of our respective legal counsels, approvals by the Boards of Directors of the parties, as well as compliance with applicable provisions of law. Notwithstanding our good faith intentions at this time, we recognize there can be no assurance that such conditions will be satisfied or that such approvals will be forthcoming. This letter is intended to serve as an expression of interest as to the transactions hereinabove described and as the basis of our understanding regarding the matters set forth herein; but, except for matters referred to in this paragraph, the following paragraph, and Paragraphs 7 and 8 above, this letter is not a binding agreement and shall not have any legal force or effect.
If you agree with the foregoing, please sign and date this letter in the spaces provided below to confirm our mutual intentions, understandings and agreements as set forth in this letter and return a signed copy to the undersigned. If we do not receive a copy of this letter countersigned by you on or before the close of business on January 25, 2008, then the proposal set forth above will be deemed to have been withdrawn.
Very truly yours,
Nanobac Pharmaceuticals, Incorporated
(“Buyer”)
By:
/s/ John Stanton
Name:
John Stanton
Title:
Chairman of the Board
Acknowledged and agreed to:
DNA Print Genomics,
By:
/s/ Dr. Hector Gomez
Name:
Dr. Hector Gomez
Title:
Chairman of the Board
EXHIBIT 99.02
Nanobac Pharmaceuticals, Incorporated
4730 North Habana Avenue
Suite 205
Tampa, Florida 33614
February 1, 2008
Dr. Hector Gomez
Chairman of the Board
DNA Print Genomics
1621 W University Parkway
Sarasota, Florida 34243
Dear Dr. Gomez:
The purpose of this letter is to confirm the recent discussions and to amend our agreement in principle between Nanobac Pharmaceuticals, Incorporated (“Buyer”) and DNA Print Genomics, Inc. (“Seller”) regarding Buyer’s proposal to acquire Seller’s business and related operations (the “Business”) dated January 18, 2008. The following sections are amended:
1.
Closing shall take place at the earliest possible time by which both parties can agree to final documents.
2.
Buyer shall take an active role in management of Seller’s short and long term capital commitments with regards to license obligations.
Buyer shall engage investment bankers to facilitate bridge financing commitment.
Buyer and Seller acknowledge Seller’s immediate financial needs.
Specific financial contributions in this Section shall be deemed null and void.
All other sections of the previous agreement shall remain in force.
The following additional Sections shall be added:
9.
Buyer shall immediately begin an active role in any potential negotiations with respect to any and all licensing obligations of Seller.
10.
Post acquisition management shall be at the total discretion of Buyer.
11.
The acquisition contemplated herein is contingent upon Buyer’s ability to raise a minimum of One and One Half Million Dollars ($1,500,000) in debt/equity financing or the minimum required financing to meet Seller’s licensing obligations. This contingency will be waived if at any point Buyer negotiates and/or creates any scenario by which the combined entity of Buyer and Seller are able to maintain Seller’s licensing arrangements.
12.
Buyer and Seller will work jointly to raise a minimum of Five Million Dollars ($5,000,000) of debt/equity financing in the combined entity.
13.
This Agreement shall be deemed null and void if buyer does not satisfy the conditions of Section 11 or 12 within 60 days.
Very truly yours,
Nanobac Pharmaceuticals, Incorporated
(“Buyer”)
By:
/s/ John Stanton
Name:
John Stanton
Title:
Chairman of the Board
Acknowledged and agreed to:
DNA Print Genomics,
By:
/s/ Dr. Hector Gomez
Name:
Dr. Hector Gomez
Title:
Chairman of the Board
I think the MM's are trying to shake out as many people as possible. It was at .004 just last week.
buying this tomorrow
i left at 15 to close the day, i will take that
take down the 45's in the morning
here we go
shake before power hour
buying a porsche if that happens :)
etrd sitting at .048 at the ask, this is where i believe it will really start to move.
we just need one big slap of the ask and then we go up, ask is very thin!!
we will see .05 today
moving up now
15x17 now
This needs to start moving up soon
buys pouring in
no? what time?? is trading closed?
so did alot of other stocks too like rvgd
ALL MM's Closed!!!!
here come the buys!!! good morning so far in terms of buys
OK I am back in this baby at .04, happy that I could buy in now!
starting to get some action...
Nice buys coming in!! 16x14
We need to get this board to the top!
ask 17 then 24! Buy and it will move!!!!
very cheap ones available now!
ask is very thin up to .0024!
GO CWRM... I love this stock!
PR THIS MORNING!!
Press Release Source: Universal Detection Technology
Universal Detection Technology's BSM-2000 Anthrax Detector Approved for Listing On Department of Homeland Security Sponsored Database for Products Serving First Responders
Monday February 4, 7:00 am ET
Anthrax Detector Listed On Responder Knowledge Base At www.rkb.us
LOS ANGELES, Feb. 4, 2008 (PRIME NEWSWIRE) -- Universal Detection Technology (http://www.udetection.com) (OTC BB:UDTT.OB - News) (Frankfurt:PO8.F - News), a developer of early-warning monitoring technologies to protect people from bioterrorism and other infectious health threats and provider of counter-terrorism consulting and training services, announced today that its BSM-2000 Anthrax Detection System was listed on the Responder Knowledge Base (RKB) website, the Primary source of information for First Responders. The site is sponsored by the Department of Homeland Security.
ADVERTISEMENT
The Responder Knowledge Base (RKB) website was created to provide emergency responders, purchasers, and planners with a trusted, integrated, on-line source of information on products, standards, certifications, grants, and other equipment-related information. The RKB is funded through the FEMA National Preparedness Directorate, U.S. Department of Homeland Security (DHS). This is part of Universal Detection Technology's strategy to provide its biodetection solutions directly to the first responder community that would be charged with responding to a biological incident.
``The listing on the RKB website will allow first responders throughout the country to access and review information on the BSM-2000 as it relates to the detection of bacterial spores such as anthrax. We are pleased to continue our work with the Nations first responders,'' said Mr. Jacques Tizabi UDTT's Chief Executive Officer. ``We plan to continue to list all our products on the site giving first responders access to our whole spectrum of CBRN detection products,'' he added.
UDTT is a supplier of counter terrorism services and technologies to private and government organizations. The Company owns the license to a patented technology developed at NASA's JPL and utilized in UDTT's BSM-2000 used for autonomous monitoring of the air for presence of airborne bacterial spores such as anthrax. UDTT also supplies detection kits for detection of up to 5 bioterrorism agents. Among the Company's other products are radiation detection systems, educational material & training DVDs, and antimicrobial chemicals.
For more information please visit http://www.udetection.com or
Email us at info@udetection.com.
About Universal Detection Technology
Universal Detection Technology is a developer of monitoring technologies, including bioterrorism detection devices. The Company on its own and with development partners is positioned to capitalize on opportunities related to Homeland Security. For example, the Company, in cooperation with NASA, has developed a bio-terror 'smoke' detector that detects certain bio hazard substances. For more information, please visit http://www.udetection.com.
Forward-Looking Statements
Except for historical information contained herein, the statements in this news release are forward-looking statements that involve known and unknown risks and uncertainties, which may cause the Company's actual results, performance and achievement in the future to differ materially from forecasted results, performance, and achievement. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectations.
Contact:
Universal Detection Technology
Jacques Tizabi
310-248-3655
jtizabi@udetection.com
Source: Universal Detection Technology
Very excited for this week. Go Pmed!
ready for an exciting week!
Been in this too long, either RS or NEWS!!
I picked up this friday after the big drop. It was on my radar for a week or so but when it hit the level it did, I had to jump in.
Ready to Explode this Week!!!
put a couple hundred bucks in this on monday and it may be a couple grand in 2 weeks