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| EX-4.1 - AMENDMENT NO. 1 TO REGISTRATION STATEMENT - Enochian Biosciences Inc | fs10214a1_dandritbriotech.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 31, 2014 (February 6, 2014)
DanDrit Biotech USA, Inc.
(Exact name of registrant as specified in Charter)
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Delaware
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000-54478
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45-2559340
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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DanDrit Biotech A/S
Fruebjergvej 3 Box 62
2100 Copenhagen, Denmark
(Address of Principal Executive Offices)
+45 39179840
(Registrant’s telephone number, including area code)
Putnam Hills Corp.
(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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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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CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS
This current report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance, including statements regarding our expectations, hopes, intentions or strategies regarding the future. You should not place undue reliance on forward-looking statements. All forward-looking statements included in this current report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those in such forward-looking statements. Some of the factors that could cause results to differ materially from those in the forward-looking statements are set forth in the section “Risk Factors” beginning on page 5 of this current report.
The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors and legislative, judicial and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Any of such assumptions could be inaccurate.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) on Form 8-K/A amends in its entirety the Current Report on Form 8-K filed by DanDrit Biotech USA, Inc. (“we” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 17, 2014 (the “Original Filing”) in connection with the filing of an amendment to the Company’s Registration Statement on Form S-1 filed with the SEC on February 14, 2014 (File No. 193965), as amended (the “S-1 Registration Statement”), to which the Original Filing refers.
Item 1.01 - Entry into a Material Definitive Agreement
Item 2.01 - Completion of Acquisition or Disposition of Assets
Item 3.02 - Unregistered Sales of Equity Securities
Item 4.01 - Changes in the Registrant’s Certifying Accountant
Item 5.01 - Changes in Control of Registrant
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.06 - Change in Shell Company Status
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 9.01 - Financial Statements and Exhibits
As used in this current report and unless otherwise indicated, the terms the “DanDrit USA,” “Company,” “we,” “us,” and “our” refer to DanDrit Biotech USA, Inc. (f/k/a Putnam Hills Corp.) following our share exchange described below, unless the context requires otherwise.
Item 1.01Entry into a Material Definitive Agreement
The Company was incorporated in Delaware on January 18, 2011 under the name "Putnam Hills Corp." (“Putnam”) as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. We filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2011.
On February 12, 2014, the Company signed and consummated the transactions contemplated by an Agreement and Plan of Share Exchange (the "Share Exchange Agreement"), by and among DanDrit USA (formerly known as Putnam Hills Corp.), DanDrit Biotech A/S (“DanDrit Denmark”) and N.E. Nielsen, as the representative of the shareholders of DanDrit Denmark was signed, pursuant to which the holders of approximately 97% of the issued and outstanding capital stock of DanDrit Denmark (the “DanDrit Consenting Holders”) agreed to exchange an aggregate of 3,879,624 equity interests of DanDrit Denmark for 5,814,945 shares of DanDrit USA (the “Share Exchange”) and as a result of which DanDrit USA would become the parent of DanDrit Denmark. In accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark, Dandrit Denmark shareholders who have not consented to the Share Exchange (the “Non-Consenting Shareholders”) and therefore have not exchanged such DanDrit Denmark shareholder’s equity interests in DanDrit Denmark for shares of DanDrit USA, will be entitled to receive the number of shares of common stock of DanDrit USA that each such DanDrit Denmark shareholder would have been entitled to receive if such DanDrit Denmark shareholder had consented to the Share Exchange, up to an aggregate of additional 185,053 shares of common stock of DanDrit USA. Any remaining shares of DanDrit USA that have not been issued to the Dandrit Consenting Shareholders at the closing, or to the Non-Consenting Shareholders following the closing, shall be distributed pro rata among the shareholders of DanDrit Denmark that have received shares of DanDrit USA based on the number of shares of DanDrit USA issued to such shares of DanDrit Denmark in connection with the Share Exchange and the Share Exchange Agreement.
Upon the closing of the Share Exchange, DanDrit USA and the its majority shareholder immediately prior to the closing agreed to cancel up to 4,400,000 shares of our common stock. In addition, following the closing of the Share Exchange, DanDrit Biotech USA, Inc., a wholly owned subsidiary of the Company merged with and into the Company, thereby changing the Company’s name to “DanDrit Biotech USA, Inc.” We filed a Certificate of Ownership and Merger with the Office of Secretary of State of Delaware on February 13, 2014.
DanDrit USA owns approximately 97% of the outstanding equity interests of DanDrit Denmark. As a result of the Share Exchange, we changed our management and reconstituted our board of directors. As of the effective time of the Share Exchange, Samir Masri, the Chief Executive Officer, Chief Financial Officer, President, Secretary and sole director of Putnam resigned as the sole officer and director of the company and appointed NE Nielsen, Dr. Jacob Rosenberg, Dr. Eric Leire, Aldo Petersen and Robert E. Wolfe as directors of Putnam, and Dr. Eric Leire as Chief Executive Officer and President and Mr. Wolfe as Chief Financial Officer, Treasurer and Secretary.
Prior to the consummation of the Share Exchange, the Company was not engaged in any trade or business and DanDrit Denmark was engaged in developing what we believe will be the world’s first vaccine approved for the treatment of colorectal cancer. Accordingly, following the Share Exchange, the business of DanDrit Denmark constitutes our only operations.
Based on the fact that after the Share Exchange: (i) the former stockholders of DanDrit Denmark control us, (ii) we have changed our name to reflect the corporate identity of DanDrit USA and (iii) our only business is the business that had been previously conducted by DanDrit Denmark, for accounting purposes, DanDrit Denmark is treated as the acquiror. As a result, the historical financial statements of DanDrit Denmark have become our historical financial statements and are the historical financial statements appearing elsewhere in this Report.
The foregoing description is only a summary and is qualified in its entirety by reference to the Agreement and Plan of Share Exchange and the Certificate of Ownership and Merger, copies of which are attached as Exhibit 2.1 and 3.4, respectively, to the S-1 Registration Statement and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
Reference is made to the disclosure made under Item 1.01 of this Report which is incorporated herein by reference.
Upon consummation of the Share Exchange, DanDrit Denmark became our wholly-owned subsidiary. Item 2.01(f) of Form 8-K states that if the registrant was a “shell” company, such as the Company was immediately before the Share Exchange, then the registrant must disclose in a Current Report on Form 8-K the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, this Report includes all of the information that would be included in a Form 10. Please note that unless indicated otherwise, the information provided below relates to us after the Share Exchange. Information relating to periods prior to the date of the Share Exchange only relate to the party specifically indicated.
The following information is being provided with respect to the Company after giving effect to the Share Exchange pursuant to the requirements of Item 2.01 of Form 8-K and Form 10.
FORM 10 INFORMATION
BUSINESS
The information required to be provided herein is set forth in “Our Business” in the S-1 Registration Statement and is incorporated herein by reference.
RISK FACTORS
The information required to be provided herein is set forth in “Risk Factors” in the S-1 Registration Statement and is incorporated herein by Reference.
FINANCIAL INFORMATION
The information required to be provided herein is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the S-1 Registration Statement and is incorporated herein by reference.
PROPERTIES
The information required to be provided herein is set forth in “Properties” in the S-1 Registration Statement and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required to be provided herein is set forth in “Security Ownership of Certain Beneficial Owners and Management” in the S-1 Registration Statement and is incorporated herein by reference.
DIRECTORS AND EXECUTIVE OFFICERS
The information required to be provided herein is set forth in “Management” in the S-1 Registration Statement and is incorporated herein by reference.
EXECUTIVE COMPENSATION
The information required to be provided herein is set forth in “Executive Compensation” in the S-1 Registration Statement and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
The information required to be provided herein is set forth in “Related Party Transactions” in the S-1 Registration Statement and is incorporated herein by reference.
LEGAL PROCEEDINGS
The information required to be provided herein is set forth in “Legal Matters” in the S-1 Registration Statement and is incorporated herein by reference.
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required to be provided herein is set forth in “Market for Our Common Stock” in the S-1 Registration Statement and is incorporated herein by reference.
RECENT SALES OF UNREGISTERED SECURITIES
The information required to be provided herein is set forth in “Recent Sales of Unregistered Securities” in the S-1 Registration Statement and is incorporated herein by reference.
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
The information required to be provided herein is set forth in “Description of Securities” in the S-1 Registration Statement and is incorporated herein by reference.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required to be provided herein is set forth in “Disclosure of Commission Position on Indemnification for Securities Act Liabilities” in the S-1 Registration Statement and is incorporated herein by reference.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 9.01 below which is incorporated by reference herein.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The information required to be provided herein is set forth in “Changes in and Disagreements with Accounts on Accounting and Financial Disclosure” in the S-1 Registration Statement and is incorporated herein by reference.
FINANCIAL STATEMENTS AND EXHIBITS
See Item 9.01 below which is incorporated by reference herein.
Reference is made to the disclosure made under Items 1.01 and 2.01 of this Report which is incorporated herein by reference.
Item 4.01 Changes in the Registrant’s Certifying Accountant
Reference is made to the disclosure made under Item 2.01 of this Report which is incorporated herein by reference.
Reference is made to the disclosure made under Item 1.01 and Item 2.01 of this Report which is 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.
Reference is made to the disclosure made under Item 1.01 and Item 2.01 of this Report which is incorporated herein by reference. For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under the heading “Directors and Executive Officers and Key Employees” under Item 2.01 of this Report which disclosure is incorporated herein by reference.
As a result of the consummation of the Share Exchange described in Item 1.01 and Item 2.01 of this Report, we believe that we are no longer a shell corporation, as that term is defined in Rule 405 of the Securities Act of 1933, as amended and Rule 12b-2 of the Exchange Act of 1934, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders
On February 6, 2014, stockholders holding approximately 92% of the then outstanding shares of our common stock executed a written consent in lieu of meeting to approve the adoption by the Company of the DanDrit Biotech USA 2014 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited financial statements of DanDrit Denmark for each of the fiscal years ended December 31, 2013 and 2012 included in Exhibit 4.1 attached hereto are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma combined financial statements of the Company and DanDrit Denmark for the requisite periods included in Exhibit 4.1 attached hereto are incorporated herein by reference.
(c) Shell Company Transactions.
Reference is made to Items 9.01(a) and 9.01(b) and the exhibit referred to therein, which are incorporated herein by reference.
(d) Exhibits
| Exhibit Index |
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Exhibit
No.
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Description
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| 4.1 | Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 31, 2014.* |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DANDRIT BIOTECH USA, INC.
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Date: March 31, 2014
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By:
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/s/ Dr. Eric Leire
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Dr. Eric Leire, Chief Executive Officer
and President
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