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): March 5, 2017
HEALTH
ADVANCE INC.
(Exact name
of registrant as specified in its charter)
Wyoming |
|
333-177122 |
|
46-0525223 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
3651 Lindell Rd. Suite D155
Las Vegas, NV 89103 |
(Address of principal executive offices)(Zip Code) |
Registrant’s telephone number, including area code: 702-943-0309 |
N/A |
(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 1.01 |
Entry into Material Definitive Agreement |
License Agreement
On March 5, 2017, Health Advance
Inc. (the “Company”) entered into a license agreement (the “License Agreement”) with Micro Medtech, Ltd.,
a foreign limited liability company held in Federated States of Micronesia, existing under the laws of Colorado, United States
(“MMT”) to acquire exclusive licensing rights in North America to cebidiofen and polyoxyfen, two patent-pending, product
formulations for pharmaceutical foods made from ibuprofen and botanical extract blends containing cannabidiol, mitragyna speciose,
and kava.;
The Company agrees to issue Forty-Million
common shares of the Company as outstanding payment due to MMT upon inception of License Agreement. In addition, the Company will
issue to MMT Forty-Million warrant options for Forty-Million common shares of the Company at a strike price of $0.07 (USD) per
share, which are outstanding upon execution of the License Agreement on March 5, 2017. Furthermore, the License Agreement agrees
to issue additional common shares of the Company, royalties, and stock options to MMT based performance and other related milestones.
The foregoing description of the terms
of the License Agreement are qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to
this Current Report on Form 8-K (this “Report”), which is incorporated by reference herein.
Description
of Micro Medtech, Ltd.
Description of product formulations
included in License Agreement are as follows:
[a] USPTO
Provisional Patent Pending No. 62364442 for "Cebidiofen", a product formulation for a medical food containing Ibuprofen
and a unique botanical blend derived primarily from kava extract and cannabis extracts (known as cannabidiol or "CBD");
[b] USPTO
Provisional Patent Pending No. 62464423 for "Polyoxyfen", a product formulation a medical food containing Ibuprofen and
a unique botanical blend derived primarily from kava and mitragyna speciose extracts;
Beginning in March 2017 the Company
and MMT will begin working together with health claim experts Nutrasource Diagnostics, Inc. to conduct a due diligence review and
product development plan to determine claims and optimal commercialization strategies for cebidiofen and polyoxyfen. The formulas
are specifically tied to the production of the neurotransmitters that enable management and enhancement to sensory response to
pain and inflammation, formulated by ingredients that are classified as Generally Recognized as Safe (GRAS) by the FDA. The Product
Development Plan process for both (provisional) patent-pending product formulations will take six to eight weeks to complete from
the start date that will commence in March. The plans will identify current gaps in the research and outline the clinical and regulatory
pathways going forward. Based upon the results of the plans for cebidiofen
(primarily derived from cannabidiol fiber extract) and polyoxyfen (primarily derived
from mitragyna speciose, also known as kratom), the requisite clinical studies and product testing will be conducted to
meet the regulatory, clinical and manufacturing requirements for commercialization.
Item 3.02 |
Unregistered Sales of Equity Securities. |
Reference is made to the disclosure
set forth under Items 1.01 of this Report, which disclosure is incorporated herein by reference.
The Company shall issue the Health
Advance Shares in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended
(the “Securities Act”). Our reliance on Section 4(2) of the Securities
Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did
not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous
public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations
for the sale of the stock took place directly between the offeree and us.
On March 7,
2017, the Company issued a press release announcing the execution of the License Agreement with Micro Medtech, Ltd., a copy of
which is attached as Exhibit 99.1 to this Report.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits:
Exhibit Number |
|
Description |
10.1
|
|
License Agreement, dated March
5, 2017, by and among Health Advance Inc., Micro Medtech, Ltd. |
|
|
|
99.1 |
|
Press Release |
FORWARD-LOOKING STATEMENTS :
Pursuant with the safe harbor
provisions of the US Private Securities Litigation Reform Act of 1995, this Current Report on Form 8-K contains forward-looking
statements about the Company's business affairs with Micro Medtech, Ltd. and affiliate partners for research and development, marketing,
production, and sale of medical equipment and nutritional and pharmaceutics products, in additional to pertinent intellectual properties.
These statements involve risks and uncertainties, and actual results may differ materially from the Company's expectations. The
potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, whether
the Company will be able to complete and fulfill actions specified within agreements with affiliated parties. Other risks and uncertainties
that can affect the Company's performance are included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year
ended July 31, 2016 and the Quarterly Report on Form 10-Q for the quarter ended on October 31, 2016 which are on file with the
Securities and Exchange Commission (SEC) and are available on the SEC’s website at www.sec.gov and on the Company websites
(www.healthadvanceinc.com and www.hadvinc.com). All information provided in this Current Report on Form 8-K is as of March 7, 2017,
and the Company undertakes no duty to update this information unless required by law.
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.
|
HEALTH ADVANCE INC. |
|
|
|
|
|
Date: March 7, 2017 |
By: |
/s/ Jordan Starkman |
|
|
|
Jordan Starkman |
|
Exhibit 10.1
Exhibit 99.1
Health Advance Acquires Licensing Rights to Patent Pending
Product Formulations Containing Cannabis, Kava, & Kratom Extracts
LAS VEGAS, March 7, 2017 /CNW/ - Health Advance, Inc.
(OTC PINK: HADV) enters into a material definitive agreement with Micro Medtech, Ltd. for exclusive licensing rights in North America
to cebidiofen and polyoxyfen, two patent-pending product formulations for pharmaceutical foods made from Ibuprofen
and botanical extract blends containing cannabidiol, mitragyna speciose, and kava.
The two companies will begin working together with health
claim experts Nutrasource Diagnostics, Inc. to conduct a due diligence review and product development plan to determine claims
and optimal commercialization strategies for cebidiofen and polyoxyfen. The formulas are specifically tied to the production of
the neurotransmitters that enable management and enhancement to sensory response to pain and inflammation, formulated by ingredients
that are classified as Generally Recognized as Safe (GRAS) by the FDA.
The Product Development Plan process for both (provisional)
patent-pending product formulations will take six to eight weeks to complete from the start date that will commence in March. The
plans will identify current gaps in the research and outline the clinical and regulatory pathways going forward.
Based upon the results of the plans for cebidiofen
(primarily derived from cannabidiol fiber extract) and polyoxyfen (primarily derived from mitragyna speciose, also known
as kratom), the requisite clinical studies and product testing will be conducted to meet the regulatory, clinical and manufacturing
requirements for commercialization.
ABOUT HEALTH ADVANCE
Health Advance, Inc. (OTC: HADV.PINK) is a U.S. based corporation
operating as a global manufacturer and sales distributor of nutritional and pharmaceutical solutions. The company recently acquired
Hantian Labs, a U.K. based company Hantian Labs (hantianlabs.com) which is an emerging global leader in anti-aging and vitality
nutraceutical products. Additionally, the Company is an on-line retailer of home medical products with operations in Canada and
the United States, and with administration and infrastructure supported globally. The strategy is to attract opportunities
in the health care industry through the development and growth of the Company's existing web site leadingmedicalproducts.com and
anti-aging web site discounttamanuoil.com and bestoiloftamanu.com.
SOURCE Health Advance Inc.
To view the original version on PR Newswire, visit: http://www.newswire.ca/en/releases/archive/March2017/07/c7539.html
%CIK: 0001531477
For further information: For more information about HADV go
to www.healthadvanceinc.com.
CO: Health Advance Inc.
CNW 05:00e 07-MAR-17
This regulatory filing also includes additional resources:
ex991.pdf
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