Attached files
| file | filename |
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| EX-2.2 - POWER 3 MEDICAL PRODUCTS INC | v207514_ex2-2.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 31,
2010
POWER3
MEDICAL PRODUCTS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
New
York
(State
or Other Jurisdiction
of
Incorporation)
|
000-24921
(Commission
File
Number)
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65-0565144
(IRS
Employer
Identification
No.)
|
|
26022
Budde Road
The
Woodlands, Texas
(Address
of Principal Executive Offices)
|
77380
(Zip
Code)
|
Registrant’s
telephone number, including area code: (281) 298-7944
(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))
Section
1 – Registrant’s Business and Operations
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On December 31, 2010, Power3 Medical
Products, Inc., a New York corporation (“Power3”), and Rozetta-Cell Life
Sciences, Inc., a Nevada corporation (“Rozetta-Cell”), entered into a First
Amendment and Waiver to Agreement and Plan of Merger (the “Amendment”), which
amends the Agreement and Plan of Merger, dated September 7, 2010, by and between
Power3 and Rozetta-Cell (the “Merger Agreement”). Under the terms of
the Amendment, the parties agreed to extend the outside date by which the merger
must close to June 30, 2011 and require the conversion of all issued and
outstanding shares of Power3 Series B preferred stock into Power3 common stock
by the holders thereof subsequent to approval of the merger by the Power3
shareholders, but prior to completion of the merger.
The
foregoing description of the Merger Agreement and the Amendment does not purport
to be complete and is qualified in its entirety by reference to the Merger
Agreement and the Amendment, which are attached as Exhibits 2.1 and 2.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
2.1
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Agreement
and Plan of Merger, dated September 7, 2010, by and between Power3 and
Rozetta-Cell (previously filed as Exhibit 2.1 to Power3’s Current Report
on Form 8-K, filed with the SEC on September 8, 2010, and incorporated
herein by reference)
|
|
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2.2
|
First
Amendment and Waiver to Agreement and Plan of Merger, dated December 31,
2010, by and between Power3 and
Rozetta-Cell
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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.
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POWER3
MEDICAL PRODUCTS, INC.
|
|
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Dated: January
6,
2011
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/s/ Ira L. Goldknopf |
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Ira
L. Goldknopf
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|
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President
and Chief Scientific
Officer
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EXHIBIT
INDEX
Exhibit
Number Description
|
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2.2
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First
Amendment and Waiver to Agreement and Plan of Merger, dated December 31,
2010, by and between Power3 and
Rozetta-Cell
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