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| CWNM > SEC Filings for CWNM > Form 8-K on 27-Sep-2012 | All Recent SEC Filings |
27-Sep-2012
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securitie
By resolution dated September 22, 2012, the Board of Directors authorized the issuance of 122,600,000 restricted shares and a promissory note in the amount of $140,000 for the assignment of two patents and the related intellectual property from Farrington Pharmaceuticals, LLC to a newly formed subsidiary of the Company, Pharmacokinetics Licensing Company, BV. The assignment and the issuance of shares took effect on September 27, 2012. The Company has not determined the amount at which the intellectual property rights will be valued for financial statement purposes. The intellectual property has not yet been commercially exploited, and therefore management does not believe that the acquisition of the patents constitutes a "business" as defined in Regulation S-X. As of the date of this Current Report, giving effect to the foregoing issuance, 190,067,600 shares are issued and outstanding. All information in this report gives effect to a forward stock split (see Item 8.01).
On September 27, 2012, we issued 122,600,000 shares of Common Stock to a family trust controlled by the principals of Farrington Pharmaceuticals, LLC. The issuance of shares was exempt under Section 4(2) of the Securities Act as a transaction not involving any public offering or solicitation and also exempt under Section 4(6) as an offering solely to accredited persons.
A change of control took place on the Closing Date from Igor Produn, the former officer and director of the Company and its majority shareholder. On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired two patents and the related technology rights by issuing 122,600,000 new shares of Common Stock of the Company, constituting 64.5% of Crown Marketing giving effect to the issuance of such shares. The persons who obtained control on the Closing are set forth in the following table.
Number
Percentage
of Shares
of Shares
Name
Office
Owned(1)
Owned
Learned Hand
CEO, CFO, Director
All officers
and directors
as a group (1 person)
122,600,000
64.5%
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Except as otherwise noted, shares are owned beneficially and of record, and such record shareholder has sole voting, investment, and dispositive power. Includes 122,600,000 shares held by a family trust.
On September 27, 2012, Igor Produn resigned as officer and director and appointed Learned Hand as Director, Chief Executive Officer and Chief Financial Officer.
Mr. Hand has been an executive in the pharmaceutical industry for more than a decade. From 2000 to 2003 he was employed by Warren Pharmaceuticals, Inc. as its Vice President - Chief Operating Officer, where he was an integral part of Warren's founding and launch. Warren Pharmaceuticals pioneered the discovery and development of a novel therapeutic class of protein-based drugs named tissue protective cytokines (TPCs). TPCs have potent protective effects that diminish and reverse the underlying cellular damage common to many significant diseases. The biological activities of TPCs are transduced through a novel tissue protective cytokine receptor identified by Warren scientists. Tissue Protective Cytokines may have the potential to treat such devastating illnesses and injuries as stroke, heart attack, spinal cord injury, acute macular edema, and acute kidney failure. Warren has licensed the worldwide development and commercialization rights to the central and peripheral nervous system indications of its TPCs other than ophthalmic and diabetes to the Danish pharmaceutical company H. Lundbeck A/S.
From January 2000 to December 2003 Learned was Executive Director of the Kenneth
S. Warren Institute, a non-profit medical research facility. In 1999 he founded
HFC, a private seed venture capital corporation, which has made many internet
and biotechnology related investments and is a founder of Medibuy.com.
Medibuy.com was the pioneer in business-to-business internet marketplace for
the purchase and sale of medical products. Mr. Hand also commercially introduced
a cigarette filter that significantly reduced carcinogens. From 1994 to 1999,
he served as Vice President at Morgan Stanley Dean Witter. He has a BA cum
laude from Amherst College.
Currently, the Company does not have any independent directors. Since the Company's Common Stock is not currently listed on a national securities exchange, we have used the definition of "independence" of The NASDAQ Stock Market to make this determination.
Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."
We do not currently have a separately designated audit, nominating or compensation committee. However, we do intend to comply with the independent director and committee composition requirements in the future.
A 10-for-1 forward stock split was declared by the Board of Directors on August 30, 2012, with the record date for the forward stock split to be October 2, 2012.
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