SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 15, 2006
CardioVascular BioTherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-51172 | | 33-0795984 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7251 W. Lake Mead Blvd., Suite 300
Las Vegas, Nevada
89128
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: 702-248-1174
(Former name or former address, if changed since last report)
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:
| ¨ | 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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
CardioVascular BioTherapeutics, Inc. (the “Company”) entered into a Standard Lease Guaranty (the “Lease Guaranty”) dated March 15, 2006 of the Standard Industrial Net Lease dated March 15, 2006, entered into by Canta Rana Ranch, L.P., a California limited partnership and Phage Biotechnology Corporation (“Phage”), a Delaware corporation (the “Lease Agreement”). Pursuant to the Lease Guaranty, the Company guarantees full performance of all of Phage’s obligations under the Lease Agreement. A copy of the Lease Guaranty is included as Exhibit 10.1 hereto.
In exchange for the Company’s guarantee of the Lease Agreement, Phage entered into an Indemnity and Reimbursement Agreement dated as of March 15, 2006, attached as Exhibit 10.2. Phage will pay the Company certain fees payable on the first day of each calendar month which will be the sum of the following amounts (collectively, “Guaranty Fees”): (a) one-tenth (1/10th) of one percent (1%) of the remaining aggregate amount of the Minimum Monthly Rent due under the Lease Agreement from the period from May 1, 2006 to the Expiration Date of the Lease Agreement; and (b) one-tenth (1/10th) of one percent (1%) of the remaining aggregate amount of Additional Rent due under the Lease Agreement following the payment of Additional Rent. Any amount of Guaranty Fees not paid by Phage on the first calendar day of each month shall accrue interest at the lesser of twelve percent (12%) per annum or the maximum rate allowable by law until paid.
Phage is an affiliated private biotechnology company that manufactures recombinant protein drugs for the Company and is the Company’s sole supplier of Cardio Vascu-Grow™.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance sheet Arrangement of a Registrant |
The Registrant is filing this amendment to include in the Current Report information called for by Item 2.03(b).
As discussed in Item 1.01 above, the Company entered into the Lease Guaranty and became contingently liable for Phage’s obligations under the Lease Agreement on March 15, 2006. If Phage defaults on payment of the Minimum Monthly Rent or the Additional Rent, which monthly payments aggregate approximately $20,000, the Company is obligated pursuant to the Lease Guaranty to pay to the lessor the rents in default. The Company’s maximum contingent liability is approximately $1,837,000 as of March 15, 2006 and will decrease by approximately $20,000 per month as Minimum Monthly Rent and the Additional Rent are paid by Phage.
Phage has indemnified the Company for any amounts required to be paid by the Company pursuant to the Lease Guaranty in the Indemnity and Reimbursement Agreement dated as of March 15, 2006, a copy of which is included as Exhibit 10.2 hereto.
| Item 9.01 | Financial Statements and Exhibits |
| | |
| 10.1 | | Standard Industrial Net Lease entered into by Phage Biotechnology Corporation and Canta Rana Ranch, L.P. dated March 15, 2006, including Standard Lease Guaranty dated March 15, 2006, attached to the Company’s Form 8-K filed on March 21, 2006 as Exhibit 10.1 thereto and incorporated herein by reference. |
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| 10.2 | | Indemnity and Reimbursement Agreement between CardioVascular BioTherapeutics, Inc. and Phage Biotechnology Corporation dated as of March 15, 2006, attached to the Company’s Form 8-K filed on March 21, 2006 as Exhibit 10.2 thereto and incorporated herein by reference. |
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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.
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| | | | CARDIOVASCULAR BIOTHERAPEUTICS, INC. |
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Date: March 22, 2006 | | | | By: | | /s/ Mickael A. Flaa |
| | | | | | | | Mickael A. Flaa |
| | | | | | | | Chief Financial Officer |
