UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2014
| PHARMAGEN, INC. |
| (Exact name of registrant as specified in its charter) |
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Nevada
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000-54523
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27-0777112
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| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
9337 Fraser Avenue
Silver Spring, MD 20910
(Address of principal executive offices) (zip code)
(204) 898-8160
(Registrant’s telephone number, including area code)
______________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2014, Danny M. Barnes, David S. Rowley, and Stephen M. Perry were each appointed as a member of our Board of Directors, to serve for an initial term of three (3) years or until such time as each is re-elected for an additional term or until his successor is duly nominated and elected, in accordance with the Bylaws.
Mr. Barnes and Mr. Perry will serve on our Regulatory Audit Committee, and Mr. Rowley will serve on our Compensation Committee, neither of which has taken any action to date. There are no family relationships between Mssrs. Barnes, Rowley, or Perry and any of our other officers or directors. Pursuant to the Shareholder Voting Agreement by and between Pharmagen, Inc., Old Line Partners, LLC (“OLP”), and Bagel Boy Equity Group II, LLC (“BBEG”), dated December 9, 2013, it was agreed that the Board would consist of five (5) members, with one (1) nominee chosen by OLP, one (1) nominee chosen by BBEG, one (1) nominee chosen by a majority of the holders of the Series C Convertible Preferred Stock, and the remaining two (2) nominees chosen by mutual agreement of OLP and BBEG. Mackie Barch was selected by OLP, Richard A. Wolpow was chosen by BBEG, David S. Rowley was chosen by BBEG in its capacity as the majority holder of the Series C Convertible Preferred Stock, and Danny M. Barnes and Stephen M. Perry were chosen by mutual agreement of OLP and BBEG.
Each member of our Board of Directors will receive options to purchase 375,000 shares of our common stock, which will vest at the end of a full year of service, and $7,500, which will be paid in equal quarterly installments.
Danny M. Barnes, age 41, joined our Board of Directors on June 1, 2014. Mr. Barnes is currently the President and pharmacist of Triangle Compounding Pharmacy, Inc., where he has served since 2008. Triangle was the first pharmacy in North Carolina accredited by the Pharmacy Compounding Accreditation Board (PCAB). Triangle specializes in compounding unique medications such as a wide range of preparations including high-risk sterile medications, sterile ophthalmic products, pediatric specialty medications, and clinical trials. Mr. Barnes received his Doctor of Pharmacy degree from Campbell University School of Pharmacy in 2000.
David S. Rowley, age 35, joined our Board of Directors on June 1, 2014. Mr. Rowley is currently a Managing Director at Chestnut Hill Partners, where he has served since January 1, 2011. Chestnut Hill is a nationally recognized merchant bank with over $5.5B in transactions closed over 15 years, specializing in merger and acquisition originations. Prior to Chestnut Hill, Mr. Rowley was a co-founder of Axial Market, where he served from January 1, 2008 through December 31, 2010, in charge of operations and business development. Prior to Axial, Mr. Rowley was a co-founder and partner at Cathedral Partners, a global financial services firm, and a Vice-President at SRS Capital, a New York-based merchant bank. Mr. Rowley graduated Cum Laude from the University of Delaware where he was a track and field athlete. He has also been published in Mergers & Acquisitions magazine, moderated private equity discussions at major industry conferences and currently serves as an advisory board member of DreamTigerEquities, which provides investing & advisory services to media companies, institutions and entrepreneurs in New York and the Northeast corridor.
Stephen M. Perry, age 39, joined our Board of Directors on June 1, 2014. Mr. Perry is currently the President and Chief Executive Officer of Kymanox, LLC, which provides regulatory compliance and process engineering support in the areas of biotechnology, pharmaceuticals, medical devices, compounding, and nanotechnology, where he has served since 2004. Kymanox currently provides services to Pharmagen, Inc. as an advisor. Before starting Kymanox, Mr. Perry had various leadership roles supporting scale-up, start-up, and commercialization initiatives at Abbott Laboratories, Covance Biotechnology Services (now Fujifilm Diosynth), and Human Genome Sciences (now GSK). Mr. Perry has a liberal education background with a high-honors bachelor’s degree in Chemical Engineering from the University of Notre Dame and studied at the graduate level at Purdue University.
Other than as set forth above, none of Mssrs. Barnes, Rowley, or Perry is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
Sales of Series C Convertible Preferred Stock
On March 19, 2014, we entered into a Securities Purchase Agreement with David Rowley, pursuant to which we sold twenty five thousand (25,000) shares of our Series C Convertible Preferred Stock at $1.00 per share, for total consideration of $25,000. Our Board of Directors approved an offering of up to five hundred thousand (500,000) shares of Series C Convertible Preferred Stock at $1.00 per share, all of which has now been sold.
The shares of Series C Convertible Preferred Stock have one (1) vote per share, are redeemable by us on ten (10) trading days advance notice at two hundred percent (200%) of the purchase price, and are convertible into common stock on either a fixed percentage basis or a variable conversion basis.
On a fixed conversion basis, the holders of the Series C Convertible Preferred Stock can acquire upon conversion, in the aggregate, fifteen percent (15%) of the then-outstanding shares of common stock of the Company. On a variable conversion basis, the shares are convertible at 33.33% of the lowest five (5) closing bid prices of our common stock during the ten (10) trading days prior to conversion. In no event can any single shareholder convert the Series C Convertible Preferred Stock if it will result in their ownership exceeding 9.99% of our then issued and outstanding shares.
Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 (1)
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Form of Securities Purchase Agreement for Series C Convertible Preferred Stock
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99.1
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Press Release dated May 29, 2014
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(1)
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Incorporated by reference from our Current Report on Form 8-K dated and filed with the Commission on December 16, 2013
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Pharmagen, Inc.
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Dated: June 2, 2014
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/s/ Mackie Barch
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By: Mackie Barch
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Its: President and Chief Executive Officer
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EXHIBIT 99.1
Pharmagen Appoints Additional Members to its Board of Directors
SILVER SPRING, Md., May 29, 2014 /PRNewswire via COMTEX/ -- Pharmagen, Inc. (OTCPink: PHRX) (the “Company” or “Pharmagen”) announces that effective June 1, 2014, it has appointed three additional members to its Board of Directors, which now consists of five (5) members. Under its agreement with Bagel Boy Equity Group II, LLC, and as part of its Consolidation and Capital Restructure Plan, the Company agreed to establish a five (5) member Board of Directors in order to create a more transparent and mutually aligned organization between the founders, new investment, and targets that are part of the Company's Roll-up Consolidation Plan.
The newly created five (5) member Board of Directors is comprised of the following individuals:
Mackie Barch, CEO, Pharmagen, Inc. Richard A. Wolpow, (Chairman) Managing Partner, Bagel Boy Equity Group II LLC Danny Barnes, PharmD, President & CEO, Triangle Compounding Pharmacy Stephen M. Perry, President & CEO Kymanox, LLC David S. Rowley, Managing Partner, Chestnut Hill Partners.
“The new Board of Directors (“BOD”) represents individuals who bring a high caliber of knowledge and expertise to the Company. We are very proud to have each and everyone one of them on the board. We anticipate that they will all be very active members in assisting the company in carrying out its goals,” stated Richard A. Wolpow, Pharmagen's Chairman.
Quotes from our new Board Members:
Stephen Perry, founder of Kymanox adds, “I am proud to have supported Mackie Barch and the Pharmagen team since they shared their inspiring vision in late 2012. At the time, the healthcare industry was reeling from the New England Compounding Center tragedy. Fast forward to today, and Pharmagen is poised to be an industry leader with respect to the FDA's newly promulgated 503B Outsourcing Facility regulations. Pharmagen is also implementing advanced manufacturing science and technology to ensure safe, effective, and timely medications for patients across the nation.”
David Rowley - “I am thrilled to join the board of a company poised for growth that is focusing on elevating standards of quality and compliance, in an industry where many tend to run from regulatory oversight,” “As part of Pharmagen's Board of Directors, I look forward to working closely with this impressive organization as they continue to make the right investments in regulatory, people and platforms that will take Pharmagen to the next level,” said David S. Rowley, Managing Director, Chestnut Hill Partners.
Danny Barnes PharmD - “I am excited and honored to join the board of such an innovative company as Pharmagen. I look forward to being part of a leadership team with a shared vision of innovation and quality focus for providing medications and IT solutions to patients, physicians and hospitals.”
“The Pharmagen team has been working hard for years to get to this moment and I couldn't be happier. I'm so thankful for everybody's involvement and commitment to the long-term vision of where we need go as an organization. It's a great day for the Company and our shareholders,” said Mackie A. Barch, CEO of Pharmagen.
About Pharmagen: Pharmagen, Inc. (“Pharmagen”), and wholly owned subsidiaries and operating divisions Pharmagen Laboratories, Inc., Pharmagen Distribution, LLC and Pharmagen Nutraceuticals, Inc. offers innovative solutions to the nations sterile pharmaceutical crisis. With a multi-solution approach, Pharmagen is helping to meet the demand of the health provider market through independent wholesale, compounding, and IT solutions. Nationally focused, Pharmagen is a distributor of specialty drugs, compounding and admix pharmacy and producer of over-the-counter (“OTC”) branded multivitamins. Pharmagen currently functions as a just-in-time source of supply for hospitals for those products that are hard-to-find.
Contact: 888-264-4597 or info@pharmagenrx.com Follow Us on Twitter: @pharmagenrx or The Drug Shortage Reporthttp://drugshortagereport.blogspot.com/
About Bagel Boy Equity Group II, LLC: Bagel Boy Equity Group II, LLC, was founded it Managing Partner, Richard A. Wolpow. Mr Wolpow has been advising and operating small to mid-size private and public companies for over 20 years. He is or has been founder and chief operator of a number of company's primarily in the Healthcare industry. Currently, Mr. Wolpow is on the Board of Directors or three companies, is an operating partner of a healthcare specific private equity firm and is the Trustee for a private charitable trust.
About Triangle Compounding Pharmacy: Triangle Sterile Compounding Pharmacy has been serving the patients and physicians of North Carolina for over a decade. Triangle Compounding Pharmacy was the first pharmacy in North Carolina accredited by the Pharmacy Compounding Accreditation Board (PCAB) demonstrating its commitment to quality. Triangle Compounding Pharmacy specializes in compounding unique medications such as a wide range of preparations including high-risk sterile medications, sterile ophthalmic products, pediatric specialty medications, and clinical trials. (www.trianglecompounding.com)
About Kymanox, LLC: Now it its 10th year, Kymanox (www.kymanox.com) differentiates itself by offering a broad range of technical services and products with turnkey project delivery. Clients are served globally in the areas of biotechnology, pharmaceuticals, medical devices, compounding, and nanotechnology. Kymanox routinely provides regulatory compliance and process engineering support. The team includes 60 full-time and contract employees, many of whom are recognized as subject matter experts in their respective fields. Kymanox owns and maintains the following entities: CMOLocator for finding bio Contract Manufacturing Organizations (CMOs), KymaSTORE for instant downloads, GMPPENS for CGMP Compliant Indelible Ink, and KymaPRO for online project collaboration.
About Chestnut Hill Partners: Chestnut Hill Partners is a nationally recognized merchant bank with over $5.5B in transactions closed over 15 years. Specializing in merger and acquisition originations, Chestnut Hill is retained by leading private equity firms and corporations seeking targeted industry investments. Our experienced professionals discreetly and confidentially bring clients together with companies seeking investment capital, and owners seeking majority or minority sale transactions. CHP also co-invests their own capital along side their fund clients. (www.chestnuthillpartners.com)
Safe Harbor Statement Information in this document constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “forecast”, “anticipate”, “estimate”, “project”, “intend”, “expect”, “should”, “believe”, and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties and other factors which could cause Pharmagen actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in Pharmagen's filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to Pharmagen herein are expressly qualified in their entirety by the above-mentioned cautionary statement. Pharmagen disclaims any obligation to update forward-looking statements contained in this estimate, except as may be required by law.
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