U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: July 14, 2008
APPLIED NANOSCIENCE INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 000-53090 47-0880782
____________________________ _____________________ ________________
(State or other jurisdiction (Commission file no.) (IRS employer of
Incorporation) Identification)
1902 Wright Place, Suite 200
Carlsbad, CA 92008
____________________________________________
(Address of Principal Executive Offices)
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.
On July 14, 2008, Applied Nanoscience, Inc. (sometimes the "Company") entered
into an Agreement and Plan of Merger and Reorganization ("Agreement") with
Emergency Filtration Products, Inc. ("EFP"), together with Applied Acquisition
Sub, Inc. (a newly created Nevada corporation and wholly owned subsidiary of the
Company), to combine the two companies in an all stock transaction. The
Agreement is subject to: (1) the completion of conditions precedent to closing;
(2) obtaining approval of the merger by shareholders of each company, and; (3) a
registration statement becoming effective.
The terms of the Agreement call for us to issue approximately 36,586,287 shares
of our common stock and 18,293,143 warrants for the purchase of additional
shares in exchange for the approximately 47,514,658 outstanding shares of EFP.
The EFP shareholders will receive 0.77 shares of our common stock for every one
share of EFP, plus one warrant to purchase .385 shares of our common stock. The
ratio is designed so that EFP shareholders will own approximately 62% of the
combined resulting company, prior to any adjustments for warrant exercise or
future financings. We have 24,315,569 shares issued and outstanding as of today
and we are obligated to issue not to exceed 9,325,067 warrants to purchase
additional shares of common stock at $.50 per share. The warrants expire at
various dates prior to March 14, 2010.
The terms and conditions of the Agreement as described above are qualified, in
its entirety, by the Agreement attached as Exhibit 2.1.
We have a licensing agreement for military applications, surgical masks and and
environmental face masks with EFP which has initiated manufacturing of its
NanoMask(TM) incorporating our proprietary silver antimicrobial nanoparticle
technology (NanoFense TM). This is a surgical mask, enhanced with nanoparticles,
designed to reduce airborne pathogens on contact for diverse medical uses. The
product utilizes a hydrophobic filter medium able to capture and isolate
bacterial and viral microorganisms with very high efficiencies. The mask is a
disposable, single-use product using our licensed technology. This timely
product has considerable international potential as a personal protection mask
and domestically for hospital personal.
We believe that the business combination will produce a number of significant
reoccurring cost savings by creating a single business entity whose products and
intellectual property portfolio will facilitate access to the capital markets
and to commercialize the technology into significant consumer market segments.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
2.1 Agreement and Plan of Merger and Reorganization among: Applied
Nanoscience Inc., a Nevada corporation, Applied Acquisition Sub,
Inc. a Nevada corporation; and Emergency Filtration Products, Inc.,
a Nevada corporation - Dated as of July 14, 2008.
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 thereunto duly authorized.
APPLIED NANOSCIENCE INC.
Date: July 16, 2008 By: /s/ THOMAS K. ALLEN
___________________________
Thomas K. Allen
President and Director