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NNRX > SEC Filings for NNRX > Form 8-K on 26-Nov-2013All Recent SEC Filings

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Form 8-K for NUTRANOMICS, INC.


26-Nov-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit


Item 1.01 Entry into Material Definitive Agreement

On November 18, 2013, Health Education Corporation d/b/a Nutranomics ("Nutranomics"), a wholly-owned subsidiary of Nutranomics, Inc. ("NNRX"), entered into a License Agreement (the "License Agreement") with Gennesar Nutraceuticals, LLC d/b/a Genesar Nutraceuticles, a Utah limited liability company ("Genesar"). Pursuant to the License Agreement, Genesar granted Nutranomics a worldwide exclusive license to all rights relating to, and intellectual property regarding, GenEpic™, a dietary supplement.

In connection with the execution of the License Agreement, Genesar is entitled to receive 100,000 restricted shares of NNRX common stock, a royalty fee of $4/box of 30 sachets of GenEpic sold by Nutranomics beginning after 4,000 boxes have been sold, and a payment of $200,000, due by December 1, 2013. The License Agreement has an initial term of 36 months, and will automatically renew for another 36-month term unless terminated by providing 90 days written notice to the other party prior to the end of the term.

The shares issued to Genesar by NNRX as part of the License Agreement are "restricted securities" as that term is defined by the Securities Act of 1933 (the "Securities Act"), and the transaction is exempt from securities registration pursuant to Section 4(2) and/or Regulation D under the Securities Act.

The foregoing description of the License Agreement and the terms thereof are qualified in their entirety by the full text of such agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this report. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in any such filing.



Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 above regarding NNRX's issuance of shares of common stock to Genesar is hereby incorporated into this Item 3.02.



Item 9.01 Financial Statements and Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

10.1 License Agreement dated November 18, 2013 between Nutranomics and Genesar.

99.1 Press Release dated November 25, 2013


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