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 Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 12, 2007
UTEK CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-15941 | | 59-3603677 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
2109 Palm Avenue
Tampa, FL 33605
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code) (813) 754-4330
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Stem Cell Technologies, Inc., a subsidiary of UTEK Corporation (AMEX & LSE-AIM: UTK), was acquired by Neostem, Inc., in a tax-free stock-for-stock exchange. Neostem, Inc. issued 400,000 unregistered shares of common stock to UTEK Corporation in exchange for 100% of the issued and outstanding shares of Stem Cell Technologies, Inc. The shares acquired in the exchange are restricted and may only be resold pursuant to the requirements of the Securities Act of 1933. The value of the consideration will be determined based on a valuation in accordance with UTEK’s valuation policy as of the closing date of the transaction.
Stem Cell Technologies, Inc. owns a worldwide exclusive license to a technology developed by researchers at the University of Louisville Research Foundation to identify and isolate rare stem cells from adult human bone marrow, called very small embryonic-like (VSEL’s) stem cells. VSEL’s have been shown not only to have several physical characteristics that are generally found in embryonic stem cells but might be grown in the laboratory multiplying into clusters of cells that then could potentially differentiate into specialized cells found in different types of tissue including cardiac, neural, endothelial, muscle, pancreatic and hematopoietic cells.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
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 hereunto duly authorized.
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| Date: November 13, 2007 | | UTEK CORPORATION |
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| | /s/ Carole R. Wright |
| | Carole R. Wright |
| | Chief Financial Officer |
