Attached files
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| EX-10.1 - STOCK PURCHASE AGREEMENT - BTX HOLDINGS INC | f8k0210ex10i_btxholdings.htm |
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): February 2,
2010
BTX
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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333-110324
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90-0515106
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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5030
Champion Blvd G6 #198 Boca Raton, FL 33496
(Address
of Principal Executive Offices) (Zip Code)
(206)
203-3492
(Issuer
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
January 29, 2010, BTX Holdings, Inc. (the “Company”) entered into a share
purchase agreement (the “Purchase Agreement”) with Rebornne New Zealand Limited
(“Rebornne”), pursuant to which the Company will issue 750,000 shares (post
reverse split), representing approximately 51% of the issued and outstanding
common stock of the Company after the reverse split on the closing date, to
Rebornne for a cash payment of $240,000 upon satisfactory of certain conditions
(the “Transaction”). As a result, Rebornne shall become the majority shareholder
of the Company. Such payment was received on February 2, 2010.
Conditions
of the closing of the Transaction include:
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·
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The
Company shall effectuate such transaction to spin-off its
wholly owned subsidiary BioTex Corporation within forty-five (45) days
commencing from February 2, 2010, to effectuate a 1.422 reverse split of
the Company’s common stock and to change the name of the Company to
“Rebornne (USA) Inc.” at the same time;
and
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·
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All
liabilities shall be settled on or before the closing of the
Transaction.
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In
addition, Rebornne agrees to complete a share exchange transaction between the
Company and Rebornne no later than May 31, 2010. As a result, Rebornne shall
become the wholly-owned subsidiary of the Company.
The
preceding summary of the Purchase Agreement between the Company and Rebornne is
qualified in its entirety by reference to the full text of the Purchase
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits
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(c)
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Exhibits.
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10.1
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Share
Purchase Agreement, dated January 29,
2010
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1
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.
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BTX
Holdings, Inc.
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Date: February
3, 2010
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By:
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/s/ Scott
Silverman
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Scott
Silverman
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President,
Chief Executive Officer and
Chairman
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