Current Report Filing (8-k)
October 22 2019 - 6:01AM
Edgar (US Regulatory)
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): October 17, 2019
Skinvisible, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-25911
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88-0344219
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(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
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6320 South Sandhill Road Suite 10, Las Vegas, NV
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89120
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(Address of principal executive offices)
|
(Zip Code)
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Registrant’s telephone number, including area code: 702-433-7154
___________________________________________________
(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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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))
Securities registered pursuant to Section 12(b) of the Act: None
Emerging growth company [ ]
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
As previously reported, on or about March 26, 2018, Skinvisible,
Inc. (“Parent” or “Skinvisible”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin”), and Quoin Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Parent (“Merger Sub”).
The Merger Agreement provided that, subject to the terms and conditions
set forth in the Merger Agreement, Merger Sub will merge with and into Quoin (the “Merger”), with Quoin surviving the
Merger as a wholly-owned subsidiary of Skinvisible.
Concurrently with the entry into the Merger Agreement, Terry Howlett
(Chief Executive Officer of Parent) and Doreen McMorran (Vice President, Business Development & Marketing of Parent) along
with Michael Myers (Chief Executive Officer of the Company) and Denise Carter (Chief Operating Officer of the Company) have executed
lock-up agreements (the “Lock-Up Agreements”) relating to sales and certain other dispositions of shares of Common
Stock or certain other securities for a period of 180 days after the Closing of the Merger.
In addition, the Merger Agreement also provided that Quoin will
execute an agreement with Mr. Howlett, Ms. McMorran and Dr. Roszell (the “Parent Related Party Agreement”) which will
provide that within 180 days after the Closing Date the remaining Parent Related Party Indebtedness shall be converted, at the
sole election of Quoin, into cash or shares of Quoin Common Stock which are not subject to any contractual restrictions or vesting
requirements.
Mr. Howlett and Ms. McMorran have also entered into a Voting and
Support Agreement (the “Voting Agreement”), pursuant to which such shareholders have agreed, among other things, to
vote all of their Common Shares in favor of the approval of the Merger Agreement at the special meeting of the Parent’s shareholders
called to approve the Merger Agreement.
On October 17, 2019, Skinvisible entered into a Termination and
Release Agreement with Quoin to terminate the Merger Agreement and the aforementioned ancillary agreements and to release each
other from liability. The Merger Agreement had a break-up fee of $300,000 payable by Skinvisible upon certain events. The parties
decided to be responsible for their own costs and the Termination Agreement specifically voids the break-up fee.
A copy of the Termination and Release Agreement is attached hereto
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On October 17, 2019, Skinvisible entered an Exclusive License Agreement
in the ordinary course of business with Quoin pursuant to which Skinvisible granted to Quoin a license to certain patents for the
development of products for commercial sale. In exchange for the license, Quoin agreed to pay to Skinvisible a license fee of $1,000,000
(the “License Fee”) and a single digit royalty interest of all net sales on the licensed products subject to adjustment
in certain situations. The agreement also requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory
approval milestones for certain drug products.
The agreement will terminate, among other things, 50% of the license
fee is not paid by December 31, 2019 and if the full License Fee is not paid by March 31, 2020.
SECTION 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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.
Skinvisible, Inc.
/s/ Terry Howlett
Terry Howlett
Chief Executive Officer
Date: October 22, 2019
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