Attached files
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| EX-2.1 - AGREEMENT OF MERGER AND PLAN OF REORGANIZATION - CURAXIS PHARMACEUTICAL Corp | ex2-1.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): February 8, 2010
AUTO
SEARCH CARS, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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333-150937
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26-1919261
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||
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employee Identification No.)
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164
Eleven Levels Road, Ridgefield, CT
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06877
|
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203)
216-9991
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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:
|
o
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
|
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
|
|
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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1
Item 1.01 Entry into Material
Definitive Agreement
On
February 8, 2010, Auto Search Cars, Inc., (the “Company”) entered into an
Agreement and Plan of Merger and Plan of Reorganization (the “Merger Agreement”)
with Auto Search Cars Acquisition Corp., a Delaware corporation wholly owned by
the Company (“Acquisition Sub”) and Curaxis Pharmaceutical Corporation, a
Delaware corporation (“Curaxis”), pursuant to which Acquisition Sub will be
merged with and into Curaxis with Curaxis continuing as the surviving
wholly-owned by the Company (the “Merger”).
The
Company will issue approximately 63,943,574 shares of Company common stock to
Curaxis shareholders in a stock-for-stock exchange for all outstanding shares of
Curaxis common stock. In addition, each issued Curaxis Warrant (as defined in
the Merger Agreement) shall be converted into warrants to purchase an equal
number of shares of the Company’s common stock at the Exercise Price defined in
the Company Warrants. Upon completion of the Merger, Curaxis shareholders will
own approximately 91%, and the Company shareholders will own approximately 9%,
of the aggregate number of shares of common stock of the Company.
In
addition, the Company’s sole officer has agreed to cancel 181,285,000 shares of
the Company’s common stock in exchange for payment of One hundred Thousand
($100,000) Dollars and the issuance of 3,589,460 warrants on the same terms as
the Parent Warrants (as defined in the Merger Agreement).
The
Merger is intended to be a tax-free reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended.
The
foregoing description of the Merger Agreement is not intended to be complete and
is qualified in their entirety by the complete text of the agreement attached as
exhibits to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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2.1
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Agreement
and Plan of Merger and Plan of Reorganization by and Among Auto Search
Cars, Inc., Auto Search Cars Acquisition Corp., Curaxis Pharmaceutical
Corporation
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2
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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AUTO
SEARCH CARS, INC.
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Date: February
9, 2010
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By:
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/s/Jonathan
Martin
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Jonathan
Martin
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Chief
Executive Officer
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