SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 29, 2004
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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
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 14-a-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 8.01. Other.
(a) On September 29, 2004, in order to restructure our financial
statements to better enable us to commence animal testing of PHER-02, our
developmental synthetic red blood cell product, the following was
accomplished:
1. The Convertible Note executed in favor of Barbara R. Mittman on
March 19, 2002, in the amount of $3,750.00, together with accrued
interest, was converted to 97,102 shares of common stock of the
Company.
2. The Convertible Note executed in favor of First York Partners,
Inc. on March 15, 2002, in the amount of $25,000, together with
accrued interest, was converted to 676,800 shares of common stock
of the Company.
3. The Exclusive License Agreement dated February 15, 2002, with
Ascendiant-Asia, LLC, a Nevada limited liability corporation
("Ascendiant-Asia"), was terminated for failure to meet minimum
production or to pay royalties due pursuant to the terms of the
License Agreement.
4. The Exclusive License Agreement dated April 1, 2002, with
Ascendiant-South America, LLC, a Nevada limited liability
corporation ("Ascendiant-South America"), was terminated for
failure to meet minimum production or to pay royalties due
pursuant to the terms of the License Agreement.
5. The Letter Agreement executed in favor of Ascendiant Capital
Group, LLC ("Ascendiant"), pursuant to which Ascendiant loaned
$12,000 to the Company, together with accrued interest, was
converted to 228,666 shares of common stock of the Company; and
for previously extending the term of the Letter Agreement, an
additional Common Stock Purchase Warrant was granted to Ascendiant
for the option to purchase 30,000 shares of common stock of the
Company that are "restricted securities" under Rule 144 of the
Securities and Exchange Commission.
6. Thomas C. Drees, Ph.D., MBA, the Company's President, CEO and a
Director agreed to exchange $1,264,160 of debt owed to him by the
Company for 31,604,000 shares of the Company's common stock that
are "restricted securities" under Rule 144 of the Securities and
Exchange Commission; and Dr. Drees also agreed to contribute to
capital his accrued salary of $497,500 and interest on the debt
owed to him by the Company in the amount of $453,630, together
with any interest on any of these amounts since June 30, 2004.
7. The Anthony and Audrey Hargreaves Trust (the "Trust") agreed to
exchange $36,984 of debt owed by the Company to Mr. Hargreaves
prior to his death for 924,600 shares of the Company's common
stock that are "restricted securities" under Rule 144 of the
Securities and Exchange Commission; and the Trust also agreed to
contribute to capital Mr. Hargreaves' accrued salary of $276,500,
together with any interest on any of these amounts since June 30,
2004.
(b) Pursuant to a Confidential Offering Memorandum ("Offering
Memorandum") dated May 18, 2000, the Company offered and sold 1,635,970 Units
consisting of two (2) shares of common stock of the Company and one (1)
redeemable common stock purchase warrant to purchase one (1) share of the
Company's common stock (the "Warrants"). In addition to the Warrants issued
to the subscribers to the Offering Memorandum, 163,597 Warrants were issued to
the Company's Placement Agent as a portion of their commission, for a total of
1,799,567 Warrants issued pursuant to the Offering Memorandum. All of the
Warrants, except the 163,597 Placement Agent Warrants that had been exercised,
expired on August 29, 2004.
Item 7.01. FD Disclosure
Please see Exhibit 99.5, which is the Press Release regarding the
matters reported in Item 5.
Item 9.01. 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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99.1 Thomas C. Drees Letter Agreement
99.2 Anthony and Audrey Hargreaves Trust Letter Agreement
99.3 Ascendiant-Asia LLC Notice of Termination
99.4 Ascendiant-South America LLC Notice of Termination
99.5 Press Release
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: 10/6/04 By: /s/ Thomas C. Drees
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Thomas C. Drees, Ph.D.
CEO, President and Chairman of the Board of
Directors