UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report
March 30, 2004
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Nanobac Pharmaceuticals, Incorporated
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(Exact name of registrant as specified in its charter)
Florida 0-24696 59-3248917
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification)
Number)
2727 W. Martin Luther King Blvd, Suite 850, Tampa, Florida 33607
(Address of Principal Executive Office) (Zip Code)
(813) 264-2241
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a Share Purchase Agreement dated March 30, 2004, ("Agreement"),
Nanobac Pharmaceuticals, Incorporated ("NNBP"), agreed to sell its entire
interest in HealthCentrics, Inc. to Escape Velocity of Tampa Bay, Inc. ("Escape
Velocity") in exchange for consideration of $250,000. NNBP decided in October
2003 to divest its HealthCentrics Business Unit to focus exclusively on the
development of its Nanobac business unit. NNBP has actively search for a buyer
of its HealthCentrics business unit since October 2003 without success.
Escape Velocity is an affiliate of NNBP as it is controlled by NNBP's Chairman
and CEO. The consideration to be paid by Escape Velocity will be in the form of
a reduction of its loan currently due from NNBP. It is management's belief that
the sale price of $250,000 is an arm's length transaction. At December 31, 2003,
the book value of HealthCentrics' assets was less than $10,000 (primarily cash
and receivables), while HealthCentrics liabilities to non-affiliates were
approximately $450,000 (primarily accounts payable and accrued wages). As a
result of the above transaction, NNBP is expected to recognize a one-time gain
of approximately $690,000. Given the related party nature of the transaction,
any gain will be treated as a capital contribution in 2004.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement
which are included as Exhibit 2.1 to this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
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Number Description
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2.1 Share Purchase Agreement dated March 30, 2004
99.1 The Company issued Press Release on March 31, 2004.
Item 9: Regulation FD Disclosure
The Company has made a public announcement relating to the disposition of
HealthCentrics, Inc. The press releases are attached hereto as Exhibit 99.1.
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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.
NANOBAC PHARMACEUTICALS, INCORPORATED
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(Registrant)
Date: April 2, 2004
/s/ ALEX H.EDWARDS III
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Alex H. Edwards III
Chief Executive Officer
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