On April 7, 2009, Human BioSystems, a California corporation (the “registrant”), Human BioSystems Acquisition Company, a Nevada corporation (the “Subsidiary”), and San West, Inc., a Nevada corporation (“San West”) executed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby San West is to merge into t he Subsidiary, a wholly-owned subsidiary of the registrant (the “Merger”). As a result of the Merger, the stockholders of San West (the “San West Stockholders”) will receive shares of the common stock of the registrant, no par value per share (the “Human BioSystems Common Stock”) in exchange for all of their shares of the common stock of San West, par value $0.001 per share (the “San West Common Stock”). The basic terms of the Plan of Merger are as follows:
1. Plan Adopted. The Plan of Merger whereby San West merges with and into the Subsidiary, pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the “NRS”) and Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, was adopted as follows:
(a) San West shall be merged with and into the Subsidiary, to exist and be governed by the laws of the State of Nevada.
(b) The Subsidiary shall be the Surviving Corporation and its name shall be changed to San West, Inc. (the “Surviving Corporation”) and will continue to be a wholly-owned subsidiary of the registrant.
(c) When the Plan of Merger shall become effective, the separate existence of San West shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of San West and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger.
(d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Nevada, if any.
(e) The Surviving Corporation will carry on business with the assets of San West, as well as the assets of the Subsidiary.
(f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Chapter 92A of the NRS.
(g) The San West Stockholders will surrender all of their shares of the San West Common Stock in the manner hereinafter set forth.
(h) In exchange for the shares of the San West Common Stock surrendered by the San West Stockholders, the registrant will issue and transfer to them on the basis hereinafter set forth, shares of the Human BioSystems Common Stock.
(i) A copy of the Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.
(j) The Subsidiary is authorized by its Articles of Incorporation to issue 400,000,000 shares of the Subsidiary Common Stock, one share of which will be duly and validly issued and outstanding, fully paid, and non-assessable as of the Effective Date, and 50,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued or outstanding. Other than as disclosed in the Plan of Merger, there are no outstanding options, contracts, commitments, warrants, preemptive rights, agreements or any rights of any character affecting or relating in any manner to the issuance of the Subsidiary Common Stock or other securities or entitling anyone to acquire the Subsidiary Common Stock or other securities of the Subsidiary.
(k) The authorized capital stock of San West is 25,000,000 shares of the San West Common Stock. As of the date of the Plan of Merger, there are 4,136,836 shares of the San West Common Stock duly and validly issued and outstanding, fully paid, and non-assessable held by 33 stockholders, all of whom are “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”).
2. Effective Date . The effective date of the Merger (the “Effective Date”) shall be the date of the filing of Articles of Merger for the Subsidiary and San West in the State of Nevada.
3. Submission to Stockholders . The Plan of Merger shall be submitted for approval separately to the San West Stockholders and to the registrant as the sole stockholder of the Subsidiary in the manner provided by the laws of the State of Nevada.
...
10. Directors and Officers of Human BioSystems. On the Effective Date, persons selected by San West will be elected to the Board of Directors of Human BioSystems, and immediately thereafter, all of the members of the Human BioSystems Board of Directors serving before the Effective Date shall resign. Further, on the Effective Date, the Board of Directors will elect a person selected by San West as President of Human BioSystems, and all of the other officers of Human BioSystems other than such person selected by San West shall resign on the Effective Date.
11. Additional Consideration for the Merger. As additional consideration for the Merger:
(a) San West has paid to Human BioSystems the sum of $25,000.
(b) On April 17, 2009 or the Effective Date, whichever occurs sooner, San West will pay the sum of $26,000 to Human BioSystems.
(c) Following the Effective Date, selected creditors of Human BioSystems as of the Effective Date shall receive pro rata an amount equal to 20 percent of the net income of Human BioSystems (as hereinafter defined) and 30 percent of any newly invested capital in Human BioSystems until such creditors have been paid in full the discounted amount agreed to by the selected creditors, pursuant to a Settlement Agreement, as set out in Attachment D to the Plan of Merger. As for the other creditors of Human BioSystems existing as of the Effective Date, they shall be paid as may be agreed upon by such creditors and Human BioSystems.
(d) Following the Effective Date, Harry Masuda shall be engaged as a consultant to Human BioSystems to assist Human BioSystems in the raising of additional capital.
(e) Six months after the Effective Date, Human BioSystems shall sell the properties specified on Attachment E to the Plan of Merger to the parties named in Attachment E for the consideration described therein. Provided, however, during the six months from the Effective Date, Human BioSystems shall attempt to sell such properties to any non affiliated third party. If following such six-month period, no such non affiliated third party purchases all or any portion of such properties, the portion of such properties remaining unsold shall be sold in the manner described in Attachment E .
News 
Market Data 
Discover 
