Form 8-K for DNAPRINT GENOMICS INC
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13-Jul-2005
Entry into Material Agreement, Change in Assets, Financial Obligation Matte
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 8, 2005, the Registrant entered into an agreement to purchase, and simultaneously closed upon the purchase of, an 18% equity interest in Biofrontera AG ("Biofrontera"), a German company in the pharmaceutical business. The Registrant purchased the interest in Biofrontera from Technologie-Beteiligungs-Gesellschaft mbH, an instrumentality of the German government. The securities purchased were shares of Biofrontera's series A Preferred Stock, as well as certain debt instruments.
The Registrant paid (euro)1.5 million (approximately $1.84 million) for the interest in Biofrontera. In connection with the transaction, two of the members of the registrant's Board of Directors, Richard Gabriel and Hector Gomez, were retained on the Biofrontera board.
In addition, to induce the shareholders of Biofrontera to consent to the transaction, the Registrant entered into a put agreement with another Biofrontera shareholder, Heidelberg Innovation. Pursuant to this agreement, if by December 31, 2005 Biofrontera does not complete its current offering of debt securities for at least (euro)10 million, Heidelberg Innovation may require the Registrant to purchase Heidelberg Innovation's ownership interest in Biofrontera of approximately 49% for (euro)1.6 million (approximately $1.96 million).
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
See the description of the purchase agreement with Technologie- Beteiligungs-Gesellschaft mbH, in Item 1.01 above.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See the description of the put agreement with Heidelberg Innovation in Item 1.01 above.
