Attached files
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 25, 2010
| EQUINOX INTERNATIONAL, INC. |
|
(Exact
name of registrant as specified in its
charter)
|
|
Nevada
|
333-158560
|
80-0324801
|
||
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
3300
South Decatur, #10542
Las
Vegas NV 89102
(Address
of principal executive offices, including zip code)
(267)
295-7814
(Registrant's
telephone number, including area code)
(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))
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.
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Exhibit
No.
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Document
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| 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.* | |
|
Press
Release dated March 1, 2010.*
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_________________
* 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. | |||
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Dated:
March 1, 2010
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By:
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/s/ Robert T. Yurckonis | |
| Robert T. Yurckonis, | |||
| President and C.E.O. | |||
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