Attached files
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 23, 2010
ADVANCE
NANOTECH, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-10065
|
20-1614256
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
400
Rella Blvd, Suite 160, Montebello, NY
|
10901
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (212) 583-0080
Not
Applicable
(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):
|
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))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
February 23, 2010, Bret Bader and Thomas P. Finn resigned as the Registrant’s
Chief Executive Officer and Chief Financial Officer, respectively, and the
Registrant appointed Jon Buttles as Principal Executive Officer and Principal
Financial Officer. Mr. Buttles, 35, has served as a director of the
Registrant since September of 2008. He is the founder and managing
partner of Core Equity Group LLC (“Core Equity”), a financial advisory and
strategic consulting firm focused on building, financing and growing emerging
technology companies.
Pursuant
to a Management Services Agreement dated as of February 23, 2010 by and among
Core Equity, Jon Buttles and the Registrant, Core Equity has agreed to provide
the services of Mr. Buttles as principal executive and principal financial
officers and the Registrant has agreed to nominate Mr. Buttles for election to
the Registrant’s board of directors by the Registrant’s stockholders and for
election as an officer of the Registrant by its board. The Management
Services Agreements calls for monthly compensation of Core Equity of $7,500 in
cash and 25,000 shares of the Registrant’s common stock, par value $.001 per
share (the “Common Stock”).
The
Registrant has also entered into a Master Professional Services Agreement dated
as of February 23, 2010 with Core Equity Group LLC pursuant to which Core Equity
Group LLC will provide certain investor relations and advisory services and will
receive (i) $5,000 per month in cash, (ii) 250,000 shares of Common Stock,
(iii) 500,000 additional shares of Common Stock in the event an agreement,
acceptable to the board of directors of the Registrant, is reached with all of
the holders of the Company’s 8% Senior Secured Convertible Notes issued and
outstanding to settle or convert such Notes or waive antidilution and other
restrictive provisions in such way as the Company deems satisfactory and (iv) a
fee equal to 2% of the value of the Company in the event of a merger or
consolidation with Owlstone Nanotech Inc.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are filed with this report on Form 8-K.
|
Exhibit
Number
|
Description
of Exhibit
|
|
|
10.3
|
Management
Services Agreement dated as of February 23, 2010 by and among
Core Equity Group LLC, Jon Buttles and the Registrant
|
|
|
10.2
|
Master
Professional Services Agreement dated as of February 23, 2010
by and between Core Equity Group LLC and the Registrant
|
|
|
99.1
|
Press
Release dated February 26,
2010
|
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.
ADVANCE
NANOTECH, INC.
By:
/s/ Jon Buttles
Name: Jon
Buttles
Title: Principal
Executive Officer
Dated: February
26, 2010
2