Attached files
| file | filename |
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| EX-2.1 - UV FLU TECHNOLOGIES INC | v209362_ex2-1.htm |
| EX-10.2 - UV FLU TECHNOLOGIES INC | v209362_ex10-2.htm |
| EX-10.1 - UV FLU TECHNOLOGIES INC | v209362_ex10-1.htm |
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): January 24,
2011
UV
FLU TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-53306
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98-0496885
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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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1694
Falmouth Road, Suite 125
Centerville,
Massachusetts
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02632-2933
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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: (780) 691-1188
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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SECTION
1 - REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry
into a Material Definitive Agreement.
Acquisition
Agreement
The
disclosure provided in Item 2.01 of this Report on Form 8-K is hereby
incorporated by reference into this Item 1.01 with respect to the terms of
the Acquisition Agreement (“Acquisition Agreement”), dated January 24, 2011, by
and between UV Flu Technologies, Inc., a Nevada corporation (the “Company”), and
The Red Oak Trust (“Red Oak”), as the sole shareholder of RxAir Industries, LLC,
a Nevada limited liability company (“RxAir”).
Consulting
Agreement and Guarantee
As
described in Item 2.01, on January 24, 2011, in connection with the closing of
the RxAir acquisition, RxAir entered into a Consulting Agreement with
Bridgepoint Partners, LLC. Pursuant to the terms of the Consulting
Agreement, the Company entered into a Guarantee, guaranteeing the performance of
all obligations of RxAir set forth in the Consulting
Agreement The disclosure provided in Item 2.01 of this Form 8-K
is hereby incorporated by reference into this Item 1.01. A copy of
the Consulting Agreement is attached hereto as Exhibit 10.1 and a copy of the
Guarantee is attached hereto as Exhibit 10.2 and both agreements are
incorporated by reference into this Item 1.01. The foregoing
description of the Consulting Agreement and the Guarantee are qualified in their
entirety by reference to the full text of the respective
agreements.
SECTION
2 - FINANCIAL INFORMATION
Item 2.01. Completion
of Acquisition or Disposition of Assets.
On
January 24, 2011, the Company entered into and completed its acquisition of
RxAir pursuant to the Acquisition Agreement. At the closing of the
acquisition, RxAir became a wholly-owned subsidiary of the
Company. The purchase price consisted of: (a) one hundred and twenty
five thousand dollars ($125,000), consisting of: (i) ten thousand dollars
($10,000) previously paid upon the execution of the letter of intent between the
Company and Red Oak regarding the acquisition transaction, and (ii) one hundred
fifteen thousand dollars ($115,000) payable via a convertible note at the
closing of the acquisition; and (b) one million five hundred thousand
(1,500,000) shares of common stock of the Company issuable to Red
Oak.
Further,
in accordance with the Acquisition Agreement, on January 24, 2011, RxAir entered
into a consulting agreement (“Consulting Agreement”) with Bridgepoint Partners,
LLC (the “Consultant”), commencing on January 19, 2011 with a term of twelve
(12) months, whereby the Company shall compensate the Consultant with an
aggregate payment of forty-six thousand dollars ($46,000), payable ten thousand
dollars ($10,000) on February 1, 2011 and three thousand ($3,000) per month
thereafter commencing March 1, 2011. Pursuant to the terms of the
Consulting Agreement, the Company entered into a Guarantee in favor of the
Consultant, guaranteeing the performance of all obligations of RxAir set forth
in the Consulting Agreement.
Additionally,
the Company agreed to issue three hundred thousand (300,000) shares of common
stock of the Company to each of the following three key personnel of RxAir, such
issuance contingent upon their continued active involvement with RxAir: Manny
Marquez, Melanie Paschal, and John Bugg, such shares issuable as follows: (i)
seventy-five thousand (75,000) shares on the closing date of the acquisition,
(ii) seventy-five thousand (75,000) shares six (6) months after the closing date
of the acquisition, and (iii) one hundred fifty thousand (150,000) shares twelve
(12) months after the closing date of the acquisition.
The
foregoing description of the RxAir acquisition does not purport to be complete
and is qualified in its entirety by reference to the full text of the
Acquisition Agreement, which is filed as Exhibit 2.1 attached hereto and
incorporated herein by reference.
SECTION
3 - SECURITIES AND TRADING MARKETS
Item 3.02. Unregistered
Sales of Equity Securities.
As
described in Item 2.01, on January 24, 2011, upon the closing of the
Company’s acquisition of RxAir, the Company issued 1,500,000 shares of its
common stock to Red Oak as partial consideration for the acquisition of RxAir
and 75,0000 shares to each of Manny Marquez, Melanie Paschal and John
Bugg. The Company issued the shares of common stock in reliance upon
Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder, as a transaction by an issuer not involving a public
offering.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
The
financial statements required by this Item 9.01(a) will be filed by
amendment to this Form 8-K as soon as practicable, but not later than
71 days after the date on which this Form 8-K was required to be
filed.
(b) Pro
Forma Financial Information.
The
unaudited pro forma financial information required by this Item 9.01(b)
will be filed by amendment to this Form 8-K as soon as practicable, but not
later than 71 days after the date on which this Form 8-K was required to be
filed.
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(c) Shell
Company Transactions.
Not
applicable.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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2.1
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Acquisition
Agreement, dated January 24, 2011, by and between UV Flu Technologies,
Inc., a Nevada corporation, and The Red Oak Trust, as the sole shareholder
of RxAir Industries, LLC, a Nevada limited liability
company
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10.1
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Consulting
Agreement, dated January 24, 2011, by and between RxAir Industries, LLC, a
Nevada limited liability company, and with Bridgepoint Partners, LLC, as
the consultant
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10.2
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Guarantee
by UV Flu Technologies, Inc., a Nevada corporation, in favor of
Bridgepoint Partners, LLC, as the
consultant
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3
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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UV
FLU TECHNOLOGIES, INC.
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a
Nevada Corporation
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Dated: January
28, 2011
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/s/ John J. Lennon
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John
J. Lennon
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President,
Chief Executive Officer and Chief Financial
Officer
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