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)
December 30, 2006
Gardant Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-43126 87-0650219
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
19TH Floor, 712 Fifth Avenue, New York, NY 10019
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 897-6849
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 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 Definitive Material Agreement
As previously reported, on August 25, 2006, the Company entered into an
agreement pursuant to which the Company would be acquired by Switch Pharma
Limited, a corporation organized and incorporated under the laws of England and
Wales. This transaction closed on December 30, 2006. The transaction is
structured as a merger of Gardant with a wholly-owned subsidiary of Switch
Pharma, with Gardant being the surviving company and becoming a wholly-owned
subsidiary of Switch Pharma as a result of the merger. Shareholders of Gardant
will receive approximately one common share of Switch Pharma for each share of
Gardant owned immediately prior to the merger. Pursuant to the merger agreement,
shareholders of the Company are to receive additional shares of Switch Pharma as
consideration in proportion to the extent that the common shares of Switch
Pharma trade at less than $1.03 at the commencement of listing of Switch Pharma
shares for public trading in London. The reference price was originally set at
$1.38 per share of Switch Pharma but has been reduced to $1.03 by agreement. The
acquisition agreement and plan of merger, as so amended, is filed herewith as
Exhibit 10.1 to this Current Report on Form 8K and is incorporated herein by
reference. Shareholders of Gardant are expected to receive their shares in
Switch Pharma in approximately the next 10 days. Switch Pharma has undertaken to
list its shares for trading in London as soon as practicable. The Switch Pharma
shares being issued to former shareholders of Gardant will be restricted from
disposition for 1 year after the listing of Switch Pharma common shares for
trading in London.
Section 5 - Corporate Governance and Management
Item 5.01. Changes in Control of Registrant.
A change in control of the registrant occurred as of December 30, 2006 as a
result of the consummation of the acquisition of the registrant by Switch
Pharma. The registrant is now a wholly-owned subsidiary of Switch Pharma and is
entirely controlled by Switch Pharma, a corporation organized and incorporated
under the laws of England and Wales. Approximately 81,914,283 common shares of
Switch Pharma, constituting approximately 42% of the outstanding common shares
of Switch Pharma, are being issued to shareholders of the registrant in the
merger.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Upon the consummation of the acquisition of the registrant by Switch Pharma as a
consequence of the merger of the registrant with a wholly-owned subsidiary of
the registrant on December 30, 2006, all of the registrant's directors
immediately resigned. Switch Pharma intends to elect new directors of the
registrant. Switch Pharma now has complete control over the election of the
registrant's directors. Messrs. Lee Cole and Linden Boyne are continuing as
Director and President, and CFO, Secretary and Treasurer, respectively, of the
registrant until such time as the registrant's new directors act to replace
them, which replacement is expected to occur promptly.
Section 8 - Other Events
Item 8.01. Other Events.
The registrant issued a press release on January 4, 2007 announcing the closing
of the acquisition of the registrant by Switch Pharma as a consequence of the
merger of the registrant with a wholly-owned subsidiary of Switch Pharma on
December 30, 2006. That 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.
Exhibit
Number Description
-------- --------------------------------------------------------
10.1 Acquisition Agreement and Plan of Merger dated August
25, 2006, as amended.
99.1 Press Release dated January 4, 2007
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
January 5th, 2007 Gardant Pharmaceuticals, Inc.
By: /s/ Lee Cole
-----------------------
Lee Cole
Director
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Exhibit Index
10.1 Acquisition Agreement and Plan of Merger dated August 25,
2006, as amended.
99.1 Press Release dated January 4, 2007
4