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): May 6, 2010 (April 30, 2010)
ENOX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Commission File No. 000-53486
26-0477124
(I.R.S. Employer Identification Number)
Suite 303-1687 W. Broadway
Vancouver V6J1X2
Canada
(Address of principal executive offices)
(604) 637-9744
(Registrant's telephone number, including area code)
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 April 30, 2010, Enox Biopharma, Inc. ("Enox" or the "Company") entered into
an Assignment of Patents and Patent Applications (the "Agreement") with Dr. Jon
Lundberg, Dr. Eddie Weitzberg and Nitricare, HB (the "Inventors"), pursuant to
which the Inventors assigned and transferred to Enox the full rights, title,
interests and claims in and to certain US and foreign patents and inventions
listed in the Agreement concerning devices and methods for prevention of
hospital-acquired infections. In consideration, Enox agreed to pay to the
Inventors an aggregate of $60,000, of which $15,000 was to be paid upon
execution of the Agreement, and the remaining $45,000 is to be paid in three
equal quarterly installments of $15,000 each on July 30, 2010, October 29, 2010
and January 31, 2011. In addition, Enox agreed to issue to Nitricare, HB
warrants to purchase 200,000 shares of the Company's common stock, at an initial
exercise price of $1.00 per share for a period of two years from the date of
issuance (the "Warrant"). The number of shares issuable upon exercise of the
Warrant and/or the applicable exercise price, may be proportionately adjusted in
the event of a stock dividend, distribution, subdivision, combination,
reclassification, merger, consolidation, sale of assets, or similar
transactions.
Prior to entering into the Agreement, there were no material relationships
between the Company and the Inventors.
The foregoing description of the Agreement is qualified in its entirety by
reference to the definitive agreement, a copy of which is attached hereto as
Exhibit 10.1.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 30, 2010, Enox entered into the Agreement with the Inventors, pursuant
to which the Inventors assigned and transferred to Enox the full rights, title,
interests and claims in and to certain US and foreign patents and inventions
listed in the Agreement concerning devices and methods for prevention of
hospital-acquired infections. Additional information regarding the transaction
is set forth above under Item 1.01, Entry Into a Material Definitive Agreement,
and is incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On April 30, 2010, pursuant to the Agreement, Enox agreed to issue the Warrant
to the Nitricare HB. A more detailed description of Warrant and the transaction
pursuant to which the Warrant was issued is set forth above under Item 1.01,
Entry Into a Material Definitive Agreement, and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
- ----------- -----------
10.1 Assignment of Patents and Patent Applications dated April 30, 2010
between Enox Biopharma, Inc., Dr. Jon Lundberg, Dr. Eddie Weitzberg
and Nitricare, HB
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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.
ENOX BIOPHARMA, INC.
Date: May 6, 2010 By: /s/ Prof. Yossef Av-Gay
--------------------------------------
Prof. Yossef Av-Gay
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
10.1 Assignment of Patents and Patent Applications dated April 30, 2010
between Enox Biopharma, Inc., Dr. Jon Lundberg, Dr. Eddie Weitzberg
and Nitricare, HB