Attached files
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| EX-1.1 - ENHANCE SKIN PRODUCTS 8K, AGREEMENT AND PLAN OF MERGER - Enhance Skin Products Inc | enhanceskinexh1_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): May 31, 2012
ENHANCE SKIN PRODUCTS INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-52755
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84-1724410
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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659 South Colorado Blvd., Suite 480, Denver, Colorado 80246
(Address of principal executive offices and Zip Code)
(416) 644-8318
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On June 19, 2010, the Company entered into a written Agreement and Plan of Merger (the “Merger Agreement”) with Age Reversal, Inc., a Maryland corporation (“ARI”). Pursuant to the Merger Agreement, ARI will merge with and into the Company, with the Company remaining as the surviving corporation (the “Merger”). In exchange for all of the outstanding shares of ARI’s common stock (1,250,000 shares), holders of ARI’s common stock will be entitled to receive 6,288,703 shares of the Company’s common stock. Additionally, the Company will assume certain warrant obligations of ARI and will issue to certain persons and entities affiliated with ARI warrants to purchase 1,220,424 shares of the Company’s common stock at a per share exercise price equal to the average trading price of the Company’s common stock for the 10 trading days immediately preceding the date of exercise of those warrants. A copy of the Merger Agreement is attached as Exhibit 1.1 to this report and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2012, Brian Lukian resigned as the Company’s Chief Financial Officer. There is no disagreement among the Company and Mr. Lukian regarding Mr. Lukian’s resignation.
To date, the Company has not appointed anyone to be the Company’s Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibit is included with this report:
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Exhibit No.
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Exhibit Description
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports, including, but not limited to, the Annual Report on Form 10-K for the most recent year ended. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to specify circumstances or events that occur after the date the forward-looking statements are made.
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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 thereunto duly authorized.
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Enhance Skin Products Inc.
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Dated: June 21, 2012
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By:
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/s/ Samuel S. Asculai | |
| Samuel S. Asculai | |||
| President | |||
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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