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): September 24, 2014
| Intellect Neurosciences, Inc. |
| (Exact Name Of Registrant As Specified In Its Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 333-128226 |
|
20-8329066 |
| (Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
|
550 Sylvan Ave., Suite 101
Englewood Cliffs, New Jersey |
|
07632 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| (201) 608-5101 |
| (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 (see General Instruction
A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On September 24, 2014, Intellect Neurosciences,
Inc. (the “Company”) (OTCBB: ILNS) issued a press release containing a Letter to Shareholders from Elliot Maza, Chairman
and CEO, regarding significant business matters affecting the Company. The Press Release is attached hereto as Exhibit 99.1.
The following exhibit is furnished as part of this Report on
Form 8-K:
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press release dated September 24, 2014. |
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.
| Dated: September 29, 2014 |
INTELLECT NEUROSCIENCES, INC. |
| |
|
|
| |
By: |
|
/s/ Elliot Maza |
| |
Name: |
Elliot Maza |
| |
Title: |
Chief Executive Officer |
| |
|
|
|
Intellect Neurosciences, Inc. Issues
Letter to Shareholders
NEW YORK, September 24, 2014, (GLOBE NEWSWIRE)
— Intellect Neurosciences, Inc. (OTCPNK: ILNS), a biopharmaceutical company engaged in the discovery and development of disease-modifying
therapeutic agents for the treatment and prevention of Alzheimer's and other neuro-degenerative diseases today issued the following
Letter to Shareholders from Elliot Maza, Chief Executive Officer and CFO.
Dear Intellect Stakeholder,
I would like to update
you concerning two significant business matters affecting the Company.
| 1. | In the matter of INTELLECT NEUROSCIENCES, Inc., Plaintiff, against PFIZER INC. and RINAT
NEUROSCIENCE CORP., Defendant(s). Supreme Court for the State of New York, Index No. 653320/2012 |
On December 24, 2012,
we filed a complaint against the defendants identified above (“Defendants”) seeking $2 million in damages.
In response to our
complaint, Defendants, in February 2013, filed with the court a Motion to Dismiss the Complaint. The Court, by Honorable Jeffrey
Oing, Justice, upon hearing oral arguments on January 8, 2014, denied Defendants’ motion to dismiss the breach of contract
claim. On February 7, 2014, Defendants filed an Answer to our Complaint, denying our complaints and counter-suing for an alleged
breach of confidentiality. We filed a reply to Defendants’ counterclaim on February 27, 2014.
There have been various
status conferences since February 2014 related to pre-trial discovery, which is continuing. Although the final outcome of litigation
is always uncertain, we have every reason to remain confident that we will prevail in this dispute. Our current financial resources
are more than sufficient to cover our ongoing litigation costs and we remain firm in our resolve to bring this matter to a favorable
conclusion.
On August 14, 2014,
we filed a Form 8-K with the SEC reporting that we filed a Certificate of Amendment (the “Amendment”) with the Secretary
of State of the State of Delaware providing for a reverse stock split whereby for every two hundred and fifty (250) shares of common
stock issued and outstanding, two hundred and fifty (250) shares of common stock shall be combined and converted into one (1) share
of common stock. We filed the Amendment on the basis of approval of the Board of Directors of the Company following approval by
a majority of the holders of all classes of convertible preferred stock, voting on an “as converted basis”. Subsequently,
the Board has decided to put the matter to a vote of all common shareholders.
The Company's common
stock is currently traded on the OTC Bulletin Board Pink Sheets under the symbol "ILNS" at prices far below $1.00 per
share. The OTC Pink® marketplace offers trading in a wide spectrum of equity securities through any broker. This
marketplace is for all types of companies, many of which are there by reasons of default, distress or design, which does not apply
to Intellect. (To be eligible for OTCQB, the next tier in the OTC marketplace, we must meet a minimum bid price test of $0.01.)
Moreover, our common stock is considered "a penny stock" and is subject to SEC regulations that generally require any
broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement
from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict
the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares of common
stock.
The Company believes
that increasing the trading price of our common stock through a Reverse Stock Split would be the first step toward obtaining a
listing on a more established market, thereby providing the Company with a market for its common stock that is more accessible
than the OTC PINK, which would increase liquidity and may potentially minimize the spread between the "bid" and "asked"
prices quoted by market makers. Further, a superior listing may enhance the Company's access to capital in the future, increase
the Company's flexibility in responding to anticipated capital requirements, and strengthen the Company’s ability to negotiate
with large pharmaceutical companies potentially interested in acquiring our technology.
I look forward to updating
you on our progress going forward. Thank you.
Sincerely,
Chief Executive Officer
& CFO
Safe Harbor Statements Regarding Forward
Looking Statements
The statements in this letter made by representatives
of Intellect Neurosciences relating to matters that are not historical facts , including without limitation, those regarding future
performance or financial results, the timing or potential outcomes of research collaborations or clinical trials, any market that
might develop for any of Intellect's product candidates and the sufficiency of Intellect's cash and other capital resources are
forward-looking statements that involve risks and uncertainties, including, but not limited to, the likelihood that actual performance
or results could materially differ, that future research will prove successful, the likelihood that any product in the research
pipeline will receive regulatory approval in the United States or abroad, or Intellect's ability to fund such efforts with or without
partners. Intellect undertakes no obligation to update any of these statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as to the date hereof. Accordingly, any forward-looking statements should
be read in conjunction with the additional risks and uncertainties detailed in Intellect's filings with the Securities and Exchange
Commission, including those discussed in Intellect's Annual Report on Form 10-K (file no. 333-128226) filed on October 15, 2013
and Quarterly Report on Form 10-Q (file no. 333-128226), filed on May 20, 2014.