U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 8-K/A
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 25, 2010
Biostem U. S. Corporation
(Exact name of registrant as specified in its charter)
Nevada 333-158560 80-0324801
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1266 Turner Street
Clearwater, FL 33756
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(Address of principal executive offices, including zip code)
(800) 883-4249
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(Registrant's telephone number, including area code)
EQUINOX INTERNATIONAL, INC.
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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))
Explanatory Note
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We are filing this Amendment No. 1 on Form 8-K/A for the date of the original
Current Report of February 25, 2010 to amend the Form 8-K filed with the
U. S. Securities and Exchange Commission ("Commission") on March 1, 2010.
We are filing this amendment for the purpose of including Exhibit A in
Exhibit 10.1. We originally requested confidential treatment of Exhibit A;
however, we did not take the required steps to deem this information
confidential with the Commission.
Unless otherwise expressly stated, this Amendment No. 1 does not reflect
events occurring after the filing of the original Form 8-K, or modify or
update in any way disclosures contained in the original Form 8-K.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. This Current
Report includes statements regarding our plans, goals, strategies, intent,
beliefs or current expectations. These statements are expressed in good
faith and based upon a reasonable basis when made, but there can be no
assurance that these expectations will be achieved or accomplished. These
forward looking statements can be identified by the use of terms and phrases
such as "believe," "plan," "intend," "anticipate," "target," "estimate,"
"expect," and the like, and/or future-tense or conditional constructions
("will," "may," "could," "should," etc.). Items contemplating or making
assumptions about, actual or potential future sales, market size,
collaborations, and trends or operating results also constitute such
forward-looking statements.
Although forward-looking statements in this report reflect the good faith
judgment of management, forward-looking statements are inherently subject to
known and unknown risks, business, economic and other risks and uncertainties
that may cause actual results to be materially different from those discussed
in these forward-looking statements. Readers are urged not to place undue
reliance on these forward-looking statements, which speak only as of the date
of this report. We assume no obligation to update any forward-looking
statements in order to reflect any event or circumstance that may arise after
the date of this report, other than as may be required by applicable law or
regulation. Readers are urged to carefully review and consider the various
disclosures made by us in our reports filed with the Securities and Exchange
Commission which attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, results of
operation and cash flows. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, our actual
results may vary materially from those expected or projected.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 25, 2010, the Registrant rescinded its prior Share Exchange
Agreement (the "Prior Agreement") with the stockholders of Biostem US Inc.
("Biostem Corporation"), a Nevada corporation, pursuant to which the
Registrant had agreed to acquire all of the issued and outstanding shares of
Biostem Corporation in exchange for a quantity of newly issued common shares
of the Registrant. The Prior Agreement had been reported on current report
Form 8-K by the Registrant on August 20, 2009, and was the subject of a
preliminary information statement filed by the Registrant on August 21, 2009.
Concurrently, on February 25, 2010, the Registrant made and entered into a
new Asset Purchase Agreement (the "New Agreement") with Biostem US L.L.C.
(Biostem LLC"), a Florida limited liability company, pursuant to which the
Registrant will acquire an assignment from Biostem LLC of certain proprietary
medical processes, techniques and technical information (the "Intellectual
Property") in exchange for a quantity of newly issued common shares of the
Registrant. As a result of the proposed transaction under the New Agreement,
Biostem LLC (or, at the option of Biostem LLC, the members of Biostem LLC)
would acquire control of the Registrant.
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The Registrant is in possession of written instruments evidencing
transactions in which such Intellectual Property has been withdrawn from
Biostem Corporation and contributed to Biostem LLC with the unanimous consent
of the stockholders of Biostem Corporation and the members of Biostem LLC,
such novation being effected by the principals of Biostem Corporation and
Biostem LLC as the result of certain tax advice received by Biostem
Corporation from its legal counsel. The management and composition of the
stockholders of Biostem Corporation is the same as the management and
composition of the members of Biostem LLC. Accordingly, the Registrant has
determined to proceed with the transaction which was the subject of the Prior
Agreement, but with Biostem LLC being substituted for Biostem Corporation and
with the transaction being structured as an asset purchase of the
Intellectual Property rather than a share exchange. The New Agreement
incorporates such changes.
Additionally, pursuant to the New Agreement, at the closing of the
transaction three directors nominated by Biostem LLC would be appointed to
the board of directors of the Registrant and the current sole director of the
Registrant would resign. The officers of the Registrant would be appointed
by the reconstituted board of directors of the Registrant after the closing
of the transaction contemplated by the New Agreement.
The full text of the New Agreement, containing the essential terms of the
transaction, as revised according to the above description of changes, is
attached to this report as Exhibit 10.1 and incorporated herein by reference.
The consideration to be paid by the Registrant to Biostem LLC (or, at the
option of Biostem LLC, to its members) has been determined through arms'
length negotiations between the Registrant and a representative of Biostem
LLC, and is the same as under the Prior Agreement.
The New Agreement entirely supersedes the Prior Agreement, which is no longer
in effect.
The transaction is subject to conditions more particularly described in the
attached exhibit.
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ITEM 7.01 REGULATION FD DISCLOSURE.
On March 1, 2010, the Registrant issued a press release announcing that it
had entered into the Asset Purchase Agreement described as the "New
Agreement" above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The information disclosed under this Item 7.01, including exhibit 99.1
hereto, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
(a) Exhibits.
Exhibit No. Document
10.1 Asset Purchase Agreement, dated as of February 25, 2010, by
and between Equinox International, Inc. (the Registrant) and
Biostem US L.L.C.*
99.1 Press Release dated March 1, 2010.*
_________________
* Furnished herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
Equinox International, Inc.
Dated: January 25, 2011 By: /s/ John Satino
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John Satino
President and C.E.O.
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