UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2014
RESTORGENEX CORPORATION
| NEVADA | 000-24477 | 86-0776876 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1800 Century Park East
6th Floor
Los Angeles, California 90067
(Address of principal executive offices)
(310) 526-8700
(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 of 1933 (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(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On April 2, 2014, RestorGenex Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the acquisition of Paloma Pharmaceuticals, Inc. (“Paloma”) on March 28, 2014 pursuant to an Agreement and Plan of Merger with Paloma Merger Sub, Inc., Paloma and David Sherris, Ph.D. This Amendment to the Original Report is being filed to provide financial statements required by Item 9.01.
Item9.01Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(1) Audited Consolidated Financial Statements of Paloma Pharmaceuticals, Inc. consisting of the balance sheets as of December 31, 2013 and 2012 and the related statements of operations, statements of stockholders equity (deficit) and statements of cash flow.
(2) Unaudited Consolidated Financial Statements of Paloma Pharmaceuticals, Inc. consisting of the balance sheets as of March 31, 2014 and Unaudited Statements of Operations and Statements of Cash Flow for the three months Ended March 31, 2014 and 2013.
(b) Pro Forma Financial Information
(1) Unaudited Pro Forma Combined Condensed Statements of Income for Paloma Pharmaceuticals as of March 31, 2014.
(c) Exhibits
| Exhibit No. | Description |
| 99.1 | Audited Consolidated Financial Statements of Paloma Pharmaceuticals, Inc. as of and for the years ended December 31, 2013 and 2012 and unaudited Financial Statements of Paloma Pharmaceuticals, Inc. as of and for the three months ended March 31, 2014 and 2013. |
| 99.2 | Unaudited Pro Forma Combined Condensed Statements of Income for Paloma Pharmaceuticals. |
SIGNATURE
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 hereunto duly authorized.
| Date: June 13, 2014 | RESTORGENEX CORPORATION By: /s/ Stephen M. Simes Stephen M. Simes, Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Audited Consolidated Financial Statements of Paloma Pharmaceuticals, Inc. as of and for the years ended December 31, 2013 and 2012 and unaudited Financial Consolidated Statements of Paloma Pharmaceuticals, Inc. as of and for the three months ended March 31, 2014 and 2013. |
| 99.2 | Unaudited Pro Forma Combined Condensed Statements of Income for Paloma Pharmaceuticals, Inc. |
| | |
