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) September 7, 2007
LIFESCIENCES OPPORTUNITIES INCORPORATED
(Exact name of registrant as specified in its charter)
Florida 000-52836 20-0594204
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
925 S. Federal Highway, Suite 600 33432
Boca Raton, Florida
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
561-208-2929
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(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 (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))
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by the Company from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, the Company's management as
well as estimates and assumptions made by the Company's management. When used in
the filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Company or the Company's management identify forward looking
statements. Such statements reflect the current view of the Company with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Company's industry, the Company's operations and results
of operations and any businesses that may be acquired by the Company. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although the Company believes that the expectations reflected in the
forward looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
Item 1.01 Entry into a Material Definitive Agreement
On September 7, 2007, the Company entered into an agreement and plan of
merger ("Merger Agreement") with Dr. TATTOFF, LLC, a California limited
liability company, ("TATTOFF") whereby TATTOFF will be merged into the Company.
Under the terms of the Merger Agreement, the Company will issue up to 12,500,000
shares of its restricted common stock and common stock purchase warrants to
purchase up to an aggregate of 2,908,500 shares of the Company's common stock,
exercisable at $1.25 per share subject to adjustment. The common stock and
warrants shall be issued on a post-forward split basis as described below.
The merger requires the affirmative vote of a majority of all of the
issued and outstanding shares of the Company's common stock. In addition, the
Closing is subject to Rule 419 under the Securities Act. Pursuant to Rule 419,
the Company has placed in an escrow account the 5,000 shares of common stock
sold and the proceeds from its offering made pursuant to its Registration
Statement (registration number: 333-117100). Under Rule 419, the funds will be
released to the Company, and the securities will be released to the investors,
only after the Company has met certain conditions. The Company must file a
post-effective amendment to the Registration Statement and the Company must mail
a copy of the prospectus contained in the post-effective amendment to each
investor within five business days of the effective date of the post-effective
amendment. If the Company meets the requirements of Rule 419 and the merger
takes place, the funds and securities will be released. The merger must be
reconfirmed by 80% of the Company's investors under its Rule 419 registration
statement. If the Company has not completed the merger by December 14, 2007,
then all proceeds will automatically be promptly returned to the investors, the
escrowed stock will be canceled and the merger may be terminated. In addition to
the merger and as a condition thereto, the Company's shareholders will be
required to approve proposals to amend the Company's articles of incorporation
to change its corporate name to Dr. TATTOFF, Inc. and to amend the Company's
articles of incorporation to effectuate a 1 to 55.5 forward split of the
Company's outstanding common stock. The completion of the merger will be subject
to satisfaction of additional conditions described under the Merger Agreement.
The foregoing summary of the Merger Agreement and the transactions contemplated
thereby do not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement filed as an exhibit to this
report and is incorporated by reference herein.
The Merger Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide any factual
information about the Company. The representations, warranties and covenants
contained in the Merger Agreement are made only for purposes of that agreement
and as of the specific dates set forth therein, are solely for the benefit of
the parties thereto, and may be subject to limitations agreed upon by the
contracting parties. The representations and warranties may have been made for
the purposes of allocating contractual risk between the parties instead of
establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries of the
Merger Agreement, and should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state
of facts or conditions of the Company, TATTOFF or any of their respective
affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of these agreements,
which subsequent information may or may not be fully reflected in the Company's
public disclosures.
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Dr. TATTOFF, LLC was organized under the laws of the state of California
in 2004. TATTOFF is a provider of marketing and practice management services to
physicians who perform tattoo removal, hair removal services (regardless of
method) and laser-based skin care services. TATTOFF endeavors to develop laser
center sites and to provide turnkey marketing services, human resources and
staffing services, patient management services, technical solutions, office
management and other non-medical services to the physicians and medical staff at
each of its laser centers. TATTOFF owns the registered trademark, Dr. TATTOFF,
and licenses the use of the trademark as part of the management services
provided to physicians. These services are provided directly to the physicians
or to their medical corporations, medical groups or other affiliated entities.
Within this framework, TATTOFF is implementing its business plan to become the
first chain of branded laser tattoo removal clinics in California and the United
States. TATTOFF is not a medical corporation, does not posses a medical license
and does not provide services that require a medical license.
James Morel founded the Company in 2004 originally as a marketing and
management services company for physicians interested in providing laser tattoo
removal. TATTOFF's goal is to fill the demand for safe, non-invasive and
relatively inexpensive tattoo removal in a friendly, non-clinical atmosphere
conveniently located in retail centers. The first laser center was opened in
Beverly Hills, CA in July 2004. TATTOFF currently has three laser centers in
Southern California: Beverly Hills, Irvine and Encino. For the fiscal year ended
December 31, 2006 TATTOFF had revenues of approximately $947,000 and a net loss
of approximately $(693,000). TATTOFF's principal executive offices are located
at 8447 Wilshire Boulevard, Suite 102, Beverly Hills, CA 90211.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 28, 2007 LIFESCIENCES OPPORTUNITIES INCORPORATED
BY: /s/ ROLAND PERRY
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Roland Perry, Chief Executive Officer
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