EZ Traders Forum

[mgland]

EHSK. Interesting 8K out on this.....
Picked up a starter

http://ih.advfn.com/p.php?pid=nmona&article=71950652&symbol=EHSK

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On July 7, 2016, the Company and Biosurface Limited (“Biosurface”) entered into a non-binding term sheet (the “Non-Binding Term Sheet”) in respect of a strategic collaboration and an option agreement (the “Option Agreement”). The Company also issued to Biosurface a secured promissory note in the amount of $100,000 (the “Note”).



The Option Agreement grants Biosurface an option to acquire substantially all of the Company’s assets under a plan of reorganization (the “Option”). The consideration payable upon exercise of the Option is a sum equal to £3,030,000 ( $3,912,033 ) comprised of £2,760,000 ( $3,563,436 ) in shares of Biosurface, less all sums due and owing under the Note, and the assumption of certain liabilities of the Company to the value of £270,000 ($348,597 ). The Option expires on July 31, 2016 and may only be exercised after the Note has been entered into and Biosurface has transferred sum equal to US$100,000 in accordance with the terms of the Note.



Under the Note, Biosurface agrees to loan the Company US$100,000 conditional upon the Company entering into the Option Agreement and entering into good faith negotiations with a view to entering into an asset purchase agreement (the “APA”). All unpaid principal is due and payable on or following the six month anniversary of the Note (the “Maturity Date”), the completion of the APA or upon an event of default as defined in the Note. The Note shall not accrue interest prior to the Maturity Date, but interest shall accrue at 5% per annum following the Maturity Date or following certain Events of Default as set out in the Note. The Note is secured by a first fixed and floating charge over the Company’s intellectual property.



In the event Biosurface exercises the Option, the strategic collaboration which contemplates the sale of the Company’s assets would be subject to the parties entering into the APA and the Company complying with all applicable state and federal law related to such sale.



Sterling amounts have been converted into US dollar amount at the closing interbank spot rate on July 7, 2016 of 1.2911.



The foregoing description of Option Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the foregoing documents, which are filed as Exhibits 10.1 and 10.2 hereto, all of which are incorporated herein by this reference.