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AEN > SEC Filings for AEN > Form 8-K on 16-Apr-2009All Recent SEC Filings

Show all filings for ADEONA PHARMACEUTICALS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ADEONA PHARMACEUTICALS, INC.


16-Apr-2009

Entry into a Material Definitive Agreement, Other Events


Item 1.01. Entry Into a Material Definitive Agreement

On April 10, 2009, Adeona Pharmaceuticals, Inc. entered into a stock purchase agreement with Neil Colwell and Connie Colwell to acquire all of the outstanding capital stock of Colwell Clinical Laboratories, Inc., a California corporation and CLIA-certified clinical laboratory. The purchase price for the stock of Colwell Clinical Laboratories is $825,000. The acquisition is expected to close on or about May 31, 2009. The closing of the transaction is subject to Adeona's completion of its due diligence investigation of Colwell Clinical Laboratories. In the event that Adeona is not satisfied with the results of its due diligence investigation it may terminate the agreement and forfeit a $75,000 earnest money deposit. In connection with the closing of the stock purchase Adeona will enter into a three month consulting agreement with Neil Colwell for a monthly consulting fee of $10,000. In addition, Mr. Colwell will be prohibited from competing with the company for a period of five years after closing.

The information contained in this Item 1.01 is qualified in its entirety by the stock purchase agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference. A copy of Adeona's press release regarding the stock purchase agreement with Colwell Clinical Laboratories is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.



Item 8.01. Other Events

On April 9, 2009, Healthmine Inc., a wholly-owned subsidiary of Adeona Pharmaceuticals, Inc., announced that David A. Newsome, M.D., had been appointed president of its wholly-owned subsidiary, Healthmine, Inc.

A copy of Adeona's press release regarding the appointment of Mr. Newsome as President of Healthtime, Inc. is attached hereto as Exhibit 99.2 and is incorporated herein by this reference. A copy of Mr. Newsome's employment agreement is attached hereto as Exhibit 99.3 and is incorporated herein by this reference

Item 9.01.           Financial Statements and Exhibits

(d)      Exhibits. The following exhibits are being filed as part of this
Report.

  Exhibit
  Number                        Description

   10.1     Stock Purchase Agreement dated April 10, 2009 among
            Adeona Pharmaceuticals, Inc. and Neil Colwell and
            Connie Colwell

   99.1     Press release regarding Stock Purchase Agreement
            dated April 10, 2009 among Adeona Pharmaceuticals,
            Inc. and Neil Colwell and Connie Colwell.

   99.2     Press release regarding the appointment of David A.
            Newsome, M.D. as president of Healthmine, Inc., a
            subsidiary of Adeona Pharmaceuticals, Inc.

   99.3     Employment agreement between Healthmine, Inc. and
            David A. Newsome, M.D.


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