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) August 16, 2010
AQUAMER MEDICAL CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 000-52327 | | 04-3516924 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
8 Algonquian Drive
Natick, MA | |
01760
|
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 508 647 0041
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 (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(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On August 16, 2010, Aquamer Medical, Corp. (“Aquamer”) completed the stock acquisition of Urban Agriculture Corporation (“UAC”). That transaction was originally reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 20, 2010. This Amendment is being filed to provide the pro forma financial information required by Item 9.01(b), which were not included in the original filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of Aquamer are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(b) by reference.
(d) Exhibits.
Exhibit
Number | | Description |
| | |
2.1 | | Stock Purchase Agreement dated August 16, 2010 by and among Aquamer Medical Corporation and the UAC Shareholders.* |
2.2 | | Terrasphere License Agreement dated June 27, 2010* |
2.3 | | Employment Agreement dated May 1, 2010 by and between Urban Agriculture Corporation and Edwin A. Reilly.* |
2.4 | | Employment Agreement dated July 1, 2010 by and between Urban Agriculture Corporation and Michael J. Mahoney.* |
99.1 | | Press release dated August 16, 2010* |
99.2 | | Unaudited Pro Forma Condensed Combined Financial Statements |
* Previously filed
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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.
Date: October 29, 2010 | AQUAMER MEDICAL CORP. | |
| |
| By: | /s/ Edwin A. Reilly |
| Name: Edwin A. Reilly |
| Title: Chief Executive Officer |
| | | |
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