Attached files
| file | filename |
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| EX-99.1 - Protagenic Therapeutics, Inc.\new | ex99-1.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): December 9, 2010
ATRINSIC,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12555
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06-1390025
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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469
7th
Avenue, 10th Floor,
New York, NY 10018
(Address
of Principal Executive Offices/Zip Code)
(212)
716-1977
(Registrant’s
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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þ
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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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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¨
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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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Other
Events
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On
December 9, 2010, Mr. Thomas Plotts, Chief Financial Officer, of Atrinsic, Inc.
made a presentation at the LD Micro Investment Conference in Beverly Hills,
California in which certain financial and non financial information
was discussed. The presentation materials are attached as Exhibit 99.1 hereto,
and are incorporated herein by reference.
In
addition to historic information, this report, including the exhibit, contains
forward-looking statements regarding events, performance and financial trends.
Various factors could affect future results and could cause actual results to
differ materially from those expressed in or implied by the forward-looking
statements. Some of those factors are identified in the exhibit, and in our
periodic reports filed with the Securities and Exchange Commission.
Additional Information About
the Proposed Transaction and Where You Can Find It
This
document may be deemed to be solicitation material in respect of the proposed
acquisition by Atrinsic of all of the assets of Brilliant Digital Entertainment,
Inc. (“BDE”) that relate to BDE’s Kazaa subscription based music service
business. In connection with the proposed transaction, a proxy statement will be
filed by Atrinsic with the SEC. STOCKHOLDERS OF ATRINSIC ARE ENCOURAGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ASSET ACQUISITION.
The final proxy statement will be mailed to stockholders of Atrinsic. Investors
and security holders will be able to obtain the documents free of charge at the
SEC’s website, www.sec.gov, or from Atrinsic, at Atrinsic, Inc., Attention:
Investor Relations, 469 7th Avenue,
10th
Floor, New York, NY, 10018.
Atrinsic
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding the identity of the persons who
may, under SEC rules, be deemed to be “participants” in the solicitation of
proxies, and a description of their direct and indirect interests in the
solicitation, by security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC when they become
available.
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits.
The following exhibit is filed
herewith:
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Exhibit
Number
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Description
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99.1
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Presentation
materials.
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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.
| Atrinsic, Inc. | ||
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Date:
December 9, 2010
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By:
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/s/ Thomas Plotts
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| Thomas
Plotts
Chief
Financial
Officer
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