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): March 14, 2011
KOPR RESOURCES CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-157293 41-2252162
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
670 Kent Avenue
Teaneck, NJ 07666
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 410-9400
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:
[ ] 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)) -
CURRENT REPORT ON FORM 8-K
KOPR RESOURCES CORP.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See description of the Exclusivity Agreement in Item 8.01 below.
ITEM 8.01 OTHER EVENTS.
On March 14, 2011, Kopr Resources Corp., a Delaware corporation (the "Company")
entered into a non-binding summary of terms (the "Summary of Terms") with
Coronado Biosciences, Inc., a Delaware corporation ("Coronado"), setting forth
the basis for a possible reverse merger transaction (the "Transaction") in which
the Company would acquire all of the shares of capital stock and rights to
acquire capital stock of Coronado through the merger of a newly-formed
subsidiary of the Company with and into Coronado, resulting in Coronado becoming
a wholly-owned subsidiary of the Company.
Execution of a definitive agreement relating to the Transaction is conditioned
upon satisfactory completion of due diligence and the approval of such an
agreement by the boards of directors of the Company and Coronado.
Prior to the closing of the proposed Transaction, the Company would effect a
reverse stock split to reduce the number of shares of its common stock. In the
Transaction, the Coronado capital stock is anticipated to be converted into the
capital stock of the Company on a one-for-one basis. The reverse stock split and
exchange ratios contemplate an aggregate valuation of the Company's outstanding
common stock of $1,000,000 immediately prior to the Transaction, and are subject
to adjustment based on Coronado's valuation immediately prior to the
Transaction.
In the Transaction, shares of common stock of Coronado would be exchanged for
shares of common stock of the Company, and shares of each series of preferred
stock of Coronado would be exchanged for shares of a corresponding series of
preferred stock of the Company. Shares of such preferred stock would
automatically convert to shares of common stock immediately prior to the
effectiveness of a Form S-1 registration statement covering the resale of such
shares of common stock. Outstanding Coronado stock options and warrants would be
exchanged for stock options or warrants of the Company with like attributes.
The definitive agreement would contain customary representations, warranties,
covenants and closing conditions; in particular, the closing of the Transaction
would be conditioned upon the Company having liabilities not to exceed $50,000,
approval of the Transaction by the stockholders of Coronado and matters related
to the Transaction by the stockholders of the Company, and the absence of any
material adverse event following execution of the definitive agreement.
The Transaction is intended to constitute a tax-free reorganization for US
federal income tax purposes. Following the Transaction, the officers and
directors of the Company would resign, and the Board of Directors and senior
management of Coronado would assume the offices of the Board of Directors and
senior management of the Company.
2
Concurrently with the execution of the Summary of Terms, the Company entered
into an exclusivity agreement (the "Exclusivity Agreement"), pursuant to which
during a 60-day exclusivity period, the Company will not (among other things),
solicit proposals or offers from parties other than Coronado relating to a
possible acquisition transaction, or participate in any discussions or
negotiations or enter into any agreements relating to a possible acquisition
transaction other than with Coronado.
The parties have targeted the execution of the definitive agreement and the
closing of the Transaction to occur during the second calendar quarter of 2011.
FORWARD-LOOKING STATEMENTS
The information in this report 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 (the "Exchange Act"),
including statements regarding the proposed Transaction and its terms. These
forward-looking statements involve risks and uncertainties, including the risk
that the Transaction will not be completed on the terms described in this
report, if at all. In evaluating these statements, you should consider various
factors, including the risks outlined from time to time, in other reports the
Company files with the Securities and Exchange Commission. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements.
3
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 thereunto duly authorized.
Date: March 14, 2011 KOPR RESOURCES CORP.
By: /s/ Andrea Schlectman
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Andrea Schlectman
President and Chief Executive Officer
