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NXGB.OB > SEC Filings for NXGB.OB > Form 8-K/A on 7-Jan-2008All Recent SEC Filings

Show all filings for NEXTGEN BIOSCIENCE INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for NEXTGEN BIOSCIENCE INC.


7-Jan-2008

Completion of Acquisition or Disposition of Assets, Unregistered Sale o


Item 2.01 Completion of Acquisition or Disposition of Assets.

As used in this Current Report: (i) the terms the "Company", "our company", "we", "us", "our" and "NextGen" refer to NextGen Bioscience Inc., (formerly InfraBlue (US) Inc.), a Nevada corporation, and its subsidiaries, unless the context requires otherwise; and (ii) all dollar amounts refer to United States dollars unless otherwise indicated.

OUR BUSINESS

We are the owner of certain proprietary technology comprised of a suite of software programs and a computer peripheral device known as the IRMA device, which provides for the delivery of high-quality color presentations stored on mobile smart phones and PDAs. On November 27, 2007, we purchased certain intellectual property assets and undertakings of Oxon Life Science Limited ("Oxon") relating to the development of therapies for the treatment of certain types of cancer. This acquisition constituted a change in our principal business to a biotechnology company focused on the development and commercialization of novel therapeutic proteins that disrupt the advance of life-threatening cancers with a focus on prostate and breast cancer. Upon completion of the acquisition of these assets, two directors from Oxon were appointed as directors of our company and our former director and officer, Mitchell Johnson, resigned from the Company. Our current board has determined to pursue our biotechnology business and is currently evaluating the sale or abandonment of our technology business as we have not been successful in exploiting the technology.

Our Corporate Organization

We were incorporated on April 5, 2005 under the laws of the State of Nevada. On the date of our incorporation, Rebecca Poncini was appointed as our president, secretary, treasurer and sole director. Ms. Poncini participated in the initial private placement of our securities on April 8, 2005, purchasing 500,000 shares at a price of $0.001 per share.

Acquisition of InfraBlue U.K.

We entered into a letter of intent to acquire all of the issued and outstanding shares of InfraBlue Ltd. ("InfraBlue UK") on April 18, 2005. The letter of intent contemplated our acquisition of InfraBlue UK subject to our raising a minimum of $200,000 (subsequently reduced by amendment to $125,000). In furtherance of this requirement and in order to enable us to negotiate a definitive share purchase agreement, we completed a private placement of 4,500,000 shares of our common stock at a price of $0.01 per share for proceeds of $45,000 on May 31, 2005.

On May 23, 2005, we entered into a definitive share exchange agreement with InfraBlue UK and the founding shareholders of InfraBlue UK: InfraBlue Inc. (formerly PublicLock Inc.), Outlander Management Ltd. and Mitchell Johnson. The share exchange agreement originally contemplated a closing date of June 30, 2005. The closing date was extended to August 31, 2005 by agreement in order to provide InfraBlue UK with more time to obtain necessary corporate approvals and to provide us with more time to raise the required financing.

We acquired all of the issued and outstanding shares of InfraBlue UK pursuant to the share exchange agreement on August 31, 2005. We issued an aggregate of 12,000,000 shares of our common stock to the shareholders of InfraBlue UK on closing of the acquisition. Mr. Johnson was issued 1,416,867 shares of our common stock in exchange for his shares in InfraBlue UK, InfraBlue Inc., one of our major shareholders, was issued 10,004,820 shares of our common stock in exchange for its shares, and

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Outlander Management was issued 578,313 shares of our common stock in exchange for its shares. Concurrent with closing, InfraBlue UK's managing director, Mitchell Johnson, was appointed as our sole executive officer and director to replace Ms. Poncini.

We completed an offering of 705,800 shares of our common stock at a price of $0.05 per share on August 31, 2005 for total proceeds of $35,290.

We acquired the InfraBlue Technology on November 30, 2005 pursuant to an asset purchase agreement between us and InfraBlue Inc. We issued 10,000,000 shares of our common stock to InfraBlue Inc. upon completion of the acquisition of this intellectual property. InfraBlue Inc. paid as consideration 10,000,000 shares of our common stock to the Keydata Technology Partnership 3 LLP as part of its arrangement to acquire a subsidiary of Keydata Technology Partnership 3 LLP, which owned the InfraBlue Technology.

We entered into convertible loan subscription agreements with two investors in March 2006 pursuant to which the investors have advanced a total of $100,500 as convertible loans. The convertible loans are evidenced by convertible promissory notes that we have issued to the investors. Each convertible loan is repayable on the two year anniversary of the date of advance and will bear interest at an interest rate equal to the prime rate of interest for U.S. banks as published in Money Rates Column of the Money and Investing Section of The Wall Street Journal from time to time. Each investor has the right at any time commencing on the date of the quotation of our common stock on the NASD Over-the-Counter Bulletin Board and ending on the maturity date to convert the outstanding principal and accrued interest on their respective loan into units at a conversion rate of $0.25 US per unit. Each unit to be issued upon conversion will be comprised of one share of our common stock and one warrant to purchase one additional share of our common stock. We have agreed to use our best efforts to prepare and file with the SEC, as early as possible following the quotation of our common stock on the NASD Over-the-Counter Bulletin Board in the United States, and in no event later than one hundred and eighty (180) days following the date of advance of the convertible loan, a registration statement under the Securities Act covering the resale of shares issuable to the investors upon conversion of the convertible notes and the warrant shares issuable upon exercise of the warrants.

The Acquisition of the Oxon Assets

On November 27, 2007, pursuant to an asset purchase agreement (the "Asset Purchase Agreement") among the Company, NextGen Bioscience Inc., a former wholly-owned subsidiary of the Company, and Oxon Life Science Limited ("Oxon") dated October 12, 2007, we completed the acquisition of certain intellectual property from Oxon. A copy of the Asset Purchase Agreement is attached as Exhibit 10.1 to our Current Report on Form 8-K filed October 17, 2007.

Under the Asset Purchase Agreement, we purchased certain intellectual property assets and undertakings of Oxon relating to the development of therapies for treatment of certain types of cancer (the "Assets") in consideration for 14,000,000 post-split (3,500,000 pre-split) shares of our common stock. Under . . .



Item 3.02 - Unregistered Sales of Equity Securities.

The 14,000,000 post-split shares of our common stock issued pursuant to the Asset Purchase Agreement to Oxon were issued in an offshore transaction (as defined in Rule 902 under Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act, based upon representations made by Oxon.



Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.

In connection with the acquisition of the Assets of Oxon, Konstantinos Kardiasmenos and David Cooper were appointed as directors and officers of our Company and Mitchell Johnson resigned as a director and officer of the Company.

The following is a list of current officers and directors of the Company:

Director/Officer                 Position with the Company

Konstantinos Kardiasmenos        Chief Executive Officer, Chief Financial Officer
                                 and a director

David Cooper                     Chairman and a director

Information relating to our directors and officers is set forth under Item 2.01 of this Current Report and is incorporated by reference in this Item 5.02.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None.

(b) Pro Forma Consolidated Financial Statements.

None.

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(c) Exhibits.

Copies of the following documents are included as exhibits to this Current Report.

Exhibit  Description of Exhibit
 Number
 3.1(2)  Articles of Merger
 3.2(2)  Certificate of Change
10.1(1)  Asset Purchase Agreement dated October 12, 2007 among InfraBlue (US)
         Inc., NextGen Bioscience Inc. and Oxon Life Science Limited
10.2(3)  Consulting Agreement dated November 27, 2007 between NextGen Bioscience
         Inc. and Konstantinos Kardiasmenos
10.3(3)  Consulting Agreement between NextGen Bioscience Inc. and David Cooper
         dated November 27, 2007

(1) Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 17, 2007.
(2) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 1, 2007.
(3) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 3, 2007.


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