Attached files
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| EX-99.2 - URBAN AG. CORP | v203885_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.
2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) August 16, 2010
AQUAMER
MEDICAL CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52327
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80-0664054
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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8 Algonquian Drive
Natick, MA
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01760
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 508 647 0041
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
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
EXPLANATORY
NOTE
On August
16, 2010, Aquamer Medical, Corp. (“Aquamer”) completed an asset acquisition
wherein it acquired all of the business assets of Urban Agriculture Corporation
(“UAC”). That transaction was originally reported on a Current Report on Form
8-K, filed with the Securities and Exchange Commission on August 20, 2010.
This Amendment is being filed to report the updated accounting method for this
transaction and update the pro forma financial information for the period ended
September 30, 2010, as required by Item 9.01(b).
Item 9.01.
Financial Statements and Exhibits.
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(b)
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Pro
Forma Financial
Information.
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The
unaudited pro forma condensed combined financial statements of Aquamer as of
September 30, 2010 are filed herewith as Exhibit 99.2 and incorporated in this
Item 9.01(b) by reference.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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2.1
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Stock
Purchase Agreement dated August 16, 2010 by and among Aquamer Medical
Corporation and the UAC Shareholders.*
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2.2
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Terrasphere
License Agreement dated June 27, 2010*
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2.3
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Employment
Agreement dated May 1, 2010 by and between Urban Agriculture Corporation
and Edwin A. Reilly.*
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2.4
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Employment
Agreement dated July 1, 2010 by and between Urban Agriculture Corporation
and Michael J. Mahoney.*
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99.1
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Press
release dated August 16, 2010*
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99.2
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Unaudited
Pro Forma Condensed Combined Financial
Statements
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*
Previously filed
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 hereunto
duly authorized.
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Date:
November 24, 2010
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AQUAMER
MEDICAL CORP.
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By:
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/s/ Edwin A. Reilly
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Name:
Edwin A. Reilly
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Title:
Chief Executive Officer
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