UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 18, 2006
ENHANCE BIOTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-31653 95-4766094
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation) Identification No.)
631 United Drive Suite 200 Durham, North Carolina 27713
(Address of principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (919) 806-1806
Not Applicable
(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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2006, the registrant and its wholly-owned subsidiary Ardent
Pharmaceuticals, Inc. (collectively, the "Sellers") entered into an Asset
Purchase Agreement (the "Agreement") with Mount Cook BioSciences, Inc. (the
"Purchaser") and consummated the transactions contemplated in the Agreement
pursuant to which the Sellers sold, and the Purchaser acquired, all right, title
and interest in and to all of the Sellers' assets, including patents (the
"Patents"), intellectual property, regulatory filings and preclinical and
clinical data, related to certain opioid Delta receptor technology owned by the
Sellers (the "Acquired Assets") and assumed certain of the Sellers' liabilities.
The purchase price for the Acquired Assets was (a) up to approximately $1.8
Million in cash, payable $312,656 at Closing and the balance at various future
intervals upon the achievement of certain commercial and clinical milestones,
(b) an annual royalty payment for the life of the Patents based on the Net Sales
by the Purchaser, its affiliates and its licensees of any product covered by one
or more valid claims of the Patents and (c) up to 487,541 shares of the
Purchaser's Common Stock (the "Shares"), one-half of which was issued at the
Closing and the other half of which is issuable at various future intervals upon
the achievement of certain clinical milestones. With respect to (c) above, the
number of Shares is subject to upward adjustment based on the fair market value
of the Shares at the time of the completion of the Purchaser's initial public
offering.
The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The description of the material terms of the
Agreement is qualified in its entirety by reference to such exhibit.
On May 18, 2006, the registrant also entered into a Stockholders Agreement (the
"Stockholders Agreement) with the Purchaser and Lindsay A. Rosenwald, M.D, the
controlling shareholder of the entity that controls the Purchaser, for the
purpose, among others, of limiting the manner and terms by which the Shares (as
well as those of Rosenwald) may be transferred. The Stockholders Agreement is
filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference. The description of the material terms of the Stockholders
Agreement is qualified in its entirety by reference to such exhibit.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 2.01.
Item 8.01 Other Events.
On May 22, 2006, the registrant issued a press release announcing the
consummation of the transactions with the Purchaser contemplated by the
Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
10.1 Asset Purchase Agreement dated May 18, 2006 by and between Mount Cook
BioSciences, Inc. as Purchaser and Enhance Biotech, Inc. and Ardent
Pharmaceuticals, Inc. as Sellers
10.2 Stockholders Agreement dated as of May 18, 2006 by and among Mount Cook
BioSciences, Inc., Dr. Lindsay A. Rosenwald, M.D. and Enhance Biotech,
Inc.
99.1 Press release dated May 22, 2006
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.
Date: May 24, 2006 ENHANCE BIOTECH, INC.
By: /s/ Chris Every
-----------------------
Chris Every
Chief Executive Officer
Exhibit Index
Exhibit No. Description
- ----------- -----------
10.1 Asset Purchase Agreement dated May 18, 2006 by and between Mount
Cook BioSciences, Inc. as Purchaser and Enhance Biotech, Inc. and
Ardent Pharmaceuticals, Inc. as Sellers***
10.2 Stockholders Agreement dated as of May 18, 2006 by and among
Mount Cook BioSciences, Inc., Dr. Lindsay A. Rosenwald, M.D. and
Enhance Biotech, Inc.
99.1 Press release dated May 22, 2006
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*** Certain portions of the Asset Purchase Agreement have been omitted
pursuant to a request for confidential treatment.