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UNITED STATES
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 (Date of earliest event reported) February 9, 2009
Patient Portal Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-107826 02-0656132
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification)
8276 Willett Parkway, Baldwinsville, NY 13027
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (315) 638-6708
N/A
(Former name or former address, if changed since last report)
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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement. On February 6,
2009, we entered into a consulting agreement, effective as of January 1, 2009,
with Auspicium, LLC, a New York limited liability company. Under consulting
agreement, Auspicium will provide general assistance to us in the areas of
healthcare consulting with respect to the promotion of our product development,
sales, strategy, and marketing activities. Additionally, Auspicium will help us
in the development of its accounting processes, operational systems and SEC
compliance as well as assist us with identifying and developing relationships
with potential strategic partners and in obtaining additional capital.
In exchange for Auspicium services, we have delivered to Auspicium
2,000,000 shares of the issuer's common stock, which shares will vest upon the
earliest of January 1, 2014, the occurrence of a change of control or the death
of the principal of Auspicium. In addition, Auspicium will receive, as
compensation for all its services, a fee of 3% of the gross proceeds (whether in
cash, securities, debt, or the cancellation of debt) included raised as part of
a capital transaction between us and outside investors or lenders. In addition,
upon the occurrence of a change of control or the death of the principal of
Auspicium, the Company will be required to repurchase 800,000 of the Auspicium
shares for cash. The repurchase requirement could require the Company to raise
additional capital to fund such repurchase, and we cannot assure that capital
would then be available on favorable terms or at all.
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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.
Dated: February 9, 2009
By: /s/ Kevin Kelly
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Kevin Kelly
CEO
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EXHIBIT INDEX
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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Exhibit 10.1 Consulting Agreement dated as of February 6, 2009, between
Patient Portal Technologies, Inc. and Auspicium, LLC.
Exhibit 10.2 Patient Portal Technologies, Inc. Restricted Stock Grant
Agreement, dated as of February 6, 2009, between Patient
Portal Technologies, Inc. and Auspicium, LLC.
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