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BZNE > SEC Filings for BZNE > Form 8-K on 13-Nov-2013All Recent SEC Filings

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

Form 8-K for BIOZONE PHARMACEUTICALS, INC.


13-Nov-2013

Entry into a Material Definitive Agreement, Financial Statements an


Item 1.01 Entry into a Material Definitive Agreement.

On November 12, 2013, Biozone Pharmaceuticals, Inc. (the "Company"), Biozone Laboratories, Inc. ("Bio Lab"), Baker Cummins Corp. ("BCC") (the Company, Bio Lab and BCC are collectively referred to as "Biozone"), Brian Keller, MusclePharm Corporation ("Musclepharm") and Biozone Laboratories, Inc. ("Acquisition Co."), a newly formed subsidiary of Musclepharm, entered into an Asset Purchase Agreement (the "Agreement"). The Agreement provides that Acquisition Co. will acquire substantially all of the operating assets of Biozone including the QuSomes, HyperSorb and EquaSomes drug delivery technologies (excluding certain assets including cash on hand) for 1,200,000 shares of Musclepharm's common stock. Of the 1,200,000 shares being issued under the Agreement, (i) 600,000 of the shares will be issued to the Company upon closing and (ii) 600,000 of the shares (the "Escrowed Shares") will be placed in escrow for nine months from the date of closing (the "Escrow Period"). During the Escrow Period, Musclepharm will have the option to purchase the Escrowed Shares at $10.00 per share in cash. The Escrowed Shares will also back-stop potential indemnification claims that Acquisition Co. may have under the Agreement.

The Agreement contains representations, warranties, covenants and termination rights that are customary for a transaction of this type. The closing of the Agreement is subject to several closing conditions including the Company receiving shareholder approval, Musclepharm's receipt of a fairness opinion, Mr. Brian Keller, the Company's President and Chief Scientific Officer, entering into a new two-year Employment Agreement with Musclepharm and other customary closing conditions.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

  2.1          Asset Purchase Agreement by and among MusclePharm
               Corporation, a Nevada corporation, Biozone Laboratories,
               Inc., a Nevada corporation, Biozone Pharmaceuticals,
               Inc., a Nevada corporation, Biozone Laboratories, Inc.,
               a California corporation, Baker Cummins Corp. a Nevada
               corporation and Brian Keller dated as of November 12,
               2013.


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