Attached files
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| EX-10.1 - MONOGRAM ENERGY, INC. | v165674_ex10-1.htm |
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): November 12, 2009 (October 30,
2009)
MONOGRAM
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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001-14078
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75-3230013
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer
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Identification
No.)
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333-A
Route 46 West, Suite 130
Fairfield,
NJ 07004
(Address
of principal executive offices, including zip code)
(973)
244-0044
(Registrant’s
telephone number, including area code)
BLUE
FISH CLOTHING, INC.
(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 (17CFR
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 a Material Definitive Agreement.
The
Stock Purchase and Recapitalization Agreement
On
October 30, 2009 (the “Closing Date”), Monogram Energy, Inc. (“Monogram” or “the
Registrant”), entered into a Stock Purchase and Recapitalization Agreement (the
“Purchase Agreement”) with Triad Therapeutics, Inc., a Delaware corporation is a
Joint Commission (JCAHO) accredited company, provides complex intravenous
pharmaceuticals and supplies along with clinical nursing/pharmacy services to
patients at home and in alternate care facilities. The specialized IV
infusion services involve the administration of compounded medications needed in
the treatment of a wide range of acute and chronic conditions including;
infectious diseases, intractable pain, cardiovascular disease, multiple
sclerosis and other neuromuscular disorders, nutritional disorders, and
auto-immune diseases, dehydration, and IV catheter insertions with routine
maintenance. The therapies associates with these conditions do not
fit into the retail drug distribution model due to cost and the need for
specialized pharmaceutical compounding, handling, and the need for extensive
patient training by IV certified nursing professionals. A copy of the
Purchase Agreement is attached hereto as Exhibit 10.1.
The
transaction described in the Purchase Agreement is referred to in this
Current Report as the Purchase Transaction. A summary of the Purchase
Transaction, as well as the material terms and conditions of the Purchase
Agreement, are set forth below, but such summary is qualified in its entirety by
the terms and conditions of the Purchase Agreement, which are incorporated
herein by this reference.
Pursuant
to the Purchase Agreement, Monogram acquired all of the capital stock of Triad
in exchange for 95% of the Capital Stock of Monogram. Accordingly,
the former shareholders of Triad are to own 95% of the capital stock of
Monogram. As a result of the Purchase Agreement, Triad became a
100% subsidiary of Monogram. It is contemplated that Monogram will amend its
name to Triad Therapeutics, Inc. (or a similar name that gives effect to the
business of Triad). The sole officer and director of Monogram is now
James Hennig who is the President of Triad.
The
Purchase Agreement contains customary terms and conditions for a transaction of
this type, including representations, warranties and covenants, as well as
provisions describing the consideration and the process of exchanging the
consideration. The Purchase Agreement also contains reciprocal
indemnification provisions that provide for indemnification in the event of a
breach of a representation or warranty.
James
Hennig was the President of Triad prior to the Agreement and also was the sole
officer director and majority shareholder of Monogram. Triad
purchased the controlling block of shares from Belmont Partners LLC on September
17, 2009. Prior to the purchase of the control block, there was no
relationship between Triad and Monogram.
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Exhibit
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Number
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Description
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10.1
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Stock
Purchase and Recapitalization Agreement dated October 20, 3009 by and
between Monogram Energy, Inc. and Triad Therapeutics,
Inc.
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SIGNATURE
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.
Dated: November
12, 2009
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MONOGRAM
ENERGY, INC.
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By:
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\s\James Hennig
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James
Hennig
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President
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.1
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Stock
and Recapitalization Agreement, dated October 30, 2009, by and among
Monogram Energy, Inc. and Triad Therapeutics,
Inc.
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