SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 11, 2002
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Date of Report
(Date of Earliest Event Reported)
SANGUINE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-24480 95-4347608
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
101 East Green Street, #11
Pasadena, California 91105
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(Address of Principal Executive Offices)
(626) 405-0079
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Registrant's Telephone Number
Item 5. Other.
On February 6, 2002, Sanguine Corporation ("Sanguine" or the "Company")
entered into a Letter Agreement for Investment Banking Services (the "Letter
Agreement") with Chapman, Spira & Carson, LLC ("CSC"). Under the Letter
Agreement, CSC agreed to assist the Company in raising funds through a private
placement of debt or equity on an exclusive basis for a period of three
months. In exchange for these services, Sanguine agreed to pay CSC 10% of the
gross amount of capital raised and to issue to CSC a warrant to purchase up to
300,000 shares of the Company's common stock at a price of $0.125 per share.
The warrant is exercisable for a period of five years and has a "cashless
exercise" feature. In addition, the warrant contains certain anti-dilution
provisions and provides for the registration of the shares underlying the
warrants with the Securities and Exchange Commission.
These are the material terms and provisions of the CSC Letter Agreement
and warrant that are attached hereto and incorporated herein. Further
information can be obtained by reviewing the actual instruments that are
described below under Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
Exhibits.
Exhibit
Number Description
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10.1 Exclusive License Agreement*
10.2 Subscription Agreement*
Exhibit A-Form of Note
Exhibit B-Form of Legal Opinion
Exhibit C-Form of Warrant
Schedule 2(d)-Additional Issuances
Schedule 2(t)-Capitalization
10.3 Funds Escrow Agreement*
10.4 Engagement Letter*
10.5 Letter Agreement for Investment Banking Services
99.1 Warrant of Richard H. Walker*
99.2 Warrant of Mark Bergendahl*
99.3 Warrant of Bradley J. Wilhite*
99.4 Warrant of Leonard W. Burningham, Esq.*
99.5 Press Release dated February 21, 2002*
99.6 Minutes of Special Meeting of the Board of Directors
on March 11, 2002, regarding the foregoing*
99.7 Warrant of Chapman Spira & Carson LLC
* These documents and related exhibits were filed as exhibits to
the Company's Current Report on Form 8-K, dated March 11, 2002,
which was filed with the Securities and Exchange Commission on
March 25, 2002.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
SANGUINE CORPORATION
Date: 5/6/02 By: /s/ Thomas C. Drees
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Thomas C. Drees, Ph.D.
CEO, President and Chairman of the Board of
Directors